What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-05-09 compared with 2023-11-06 · 269 added, 1030 removed, 588 unchanged (69% of the section changed)

7 unchanged sentences

for the fiscal year ended December 31, 2023 and in this Quarterly Report on Form 10-Q

for the period ended September 30, 2023, and unknown, that could cause the actual results, performance, prospects or opportunities of the Funds to differ materially from those expressed in, or implied by, these forward-looking statements.

for the period ended March 31, 2024 and unknown, that could cause the actual results, performance, prospects or opportunities of the Funds to differ materially from those expressed in, or implied by, these forward-looking statements.

Factors that could cause results to differ from those expressed in the forward-looking statements include those described in the aforementioned filings and in other SEC filings by the Funds, as well as the following:

34 unchanged sentences

Shares of the Funds are offered to Authorized Participants in Creation Units at each Fund’s respective NAV.

Authorized Participants may then offer to the public, from time to time, Shares from any Creation Unit they create at a per-Share

market price that varies depending on, among other factors, the trading price of the Shares of each Fund on its applicable listing exchange, the NAV and the supply of and demand for the Shares at the time of the offer.

Authorized Participants may then offer to the public, from time to time, Shares from any Creation Unit they create at a per-Share market price that varies depending on, among other factors, the trading price of the Shares of each Fund on its applicable listing exchange, the NAV and the supply of and demand for the Shares at the time of the offer.

Shares from the same Creation Unit may be offered at different times and may have different offering prices based upon the above factors.

7 unchanged sentences

Additional information regarding the Trust may also be found on the SEC’s EDGAR database at www.sec.gov.

Forward and Reverse Splits

On May 11, 2022, the Trust issued a press release announcing a forward share split on ProShares UltraShort Yen and ProShares Ultra Bloomberg Crude Oil and a reverse share split on ProShares UltraShort Bloomberg Natural Gas and ProShares UltraShort Bloomberg Crude Oil.

The Splits did not change the value of a shareholder’s investment.

ProShares UltraShort Yen executed a 2:1 Forward Split of its shares.

ProShares Ultra Bloomberg Crude Oil executed a 4:1 Forward Split of its shares.

The Forward Split was effective at the market open on May 26, 2022, when the Funds began trading at their post-Forward Split prices.

The ticker symbol for the Funds did not change.

The Forward Split decreased the price per share of the Funds with a proportionate increase in the number of shares outstanding.

ProShares UltraShort Bloomberg Natural Gas executed a 1:4 Reverse Split of its shares.

ProShares UltraShort Bloomberg Crude Oil executed a 1:5 Reverse Split of its shares.

The Reverse Split was effective at the market open on May 26, 2022, when the Funds began trading at their post-Reverse Split prices.

The ticker symbol for the Funds did not change, but the Funds issued new CUSIP numbers (74347Y813 for KOLD and 74347Y797 for SCO).

The Reverse Split increased the price per share of the Funds with a proportionate decrease in the number of shares outstanding.

On June 7, 2023, the Trust issued a press release announcing a reverse share split on ProShares VIX Short-Term Futures ETF, ProShares Ultra VIX Short-Term Futures ETF and ProShares Ultra Bloomberg Natural Gas.

3 unchanged sentences

ProShares Ultra Bloomberg Natural Gas ETF executed a 1:20 Reverse Split of its shares.

The Reverse Split was effective at the market open on June 23, 2023, when the Funds began trading at their post-Reverse Split prices.

The Reverse Splits were effective at the market open on June 23, 2023, when the Funds began trading at their post-Reverse Split prices.

The ticker symbol for the Funds did not change, but the Funds issued new CUSIP numbers (74347Y789 for VIXY, 74347Y771 for UVXY, and 74347Y763 for BOIL).

The Reverse Split increased the price per share of the Funds with a proportionate decrease in the number of shares outstanding.

The Reverse Splits increased the price per share of the Funds with a proportionate decrease in the number of shares outstanding.

On March 20, 2024, the Trust issued a press release announcing a forward share split on ProShares Short VIX Short-Term Futures, ProShares UltraShort Bloomberg Natural Gas and a reverse share split on ProShares Ultra VIX Short-Term Futures.

The Splits did not change the value of a shareholder’s investment.

ProShares Short VIX Short-Term Futures executed a 2:1 Forward Split of its shares.

ProShares UltraShort Bloomberg Natural Gas also executed a 2:1 Forward Split of its shares.

The Forward Splits were effective at the market open on April 11, 2024, when the Funds began trading at their post-Forward Split prices.

The Forward Split decreased the price per share of each Funds with a proportionate increase in the number of its shares outstanding.

ProShares Ultra VIX Short-Term Futures executed a 1:5 Reverse Split of its shares.

The Reverse Split was effective at the market open on April 11, 2024, when the Fund begins trading at its post-Reverse Split price.

The ticker symbol for the Fund did not change, but the Fund was issued a new CUSIP number (74347Y755 for UVXY).

The Reverse Split increased the price per share of the Fund with a proportionate decrease in the number of shares outstanding.

Liquidity and Capital Resources

1 unchanged sentence

Treasury securities, agency securities, or other high credit quality short term fixed-income or similar securities (such as shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes and repurchase agreements collateralized by government securities, whether denominated in U.S.

dollars or the applicable foreign currency with respect to a

Currency Fund).

dollars or the applicable foreign currency with respect to a Currency Fund).

A portion of these investments may be posted as collateral in connection with swap agreements, futures, and/or forward contracts.

1 unchanged sentence

Treasury bills and other short-term fixed-income securities bear to the shareholders’ equity of each Fund varies from period to period as the market values of the underlying swaps, futures contracts and forward contracts change.

During the three and nine months ended September 30, 2023 and 2022, each of the Funds earned interest income as follows:

Interest Income

September 30, 2023

Interest Income

September 30, 2022

During the three months ended March 31, 2024 and 2023, each of the Funds earned interest income as follows:

Interest Income

September 30, 2023

March 31, 2024

Interest Income

September 30, 2022

March 31, 2023

ProShares Short VIX Short-Term Futures ETF

27 unchanged sentences

Trading in derivatives contracts involves each Fund entering into contractual commitments to purchase or sell a commodity, currency or spot volatility product underlying such Fund’s benchmark at a specified date and price, should it hold such derivative contract into the deliverable period.

Should a Fund enter into a contractual commitment to sell a physical commodity, currency or spot volatility product, it

would be required to make delivery of that commodity, currency or spot volatility product at the contract price and then repurchase the contract at prevailing market prices or settle in cash.

Should a Fund enter into a contractual commitment to sell a physical commodity, currency or spot volatility product, it would be required to make delivery of that commodity, currency or spot volatility product at the contract price and then repurchase the contract at prevailing market prices or settle in cash.

Since the repurchase price to which the value of a commodity, currency or spot volatility product can rise is unlimited, entering into commitments to sell commodities, currencies or spot volatility products would expose a Fund to theoretically unlimited risk.

22 unchanged sentences

Sheet Arrangements and Contractual Obligations

As of November 6, 2023, the Funds have not used, nor do they expect to use in the future, special purpose entities to facilitate off-balance

As of May 3, 2024, the Funds have not used, nor do they expect to use in the future, special purpose entities to facilitate off-balance

sheet financing arrangements and have no loan guarantee arrangements or off-balance

5 unchanged sentences

Critical Accounting Policies

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America (“GAAP”) requires the application of appropriate accounting rules and guidance, as well as the use of estimates.

Preparation of the financial statements and related disclosures in compliance with accounting principles generally accepted in the United States of America requires the application of appropriate accounting rules and guidance, as well as the use of estimates.

The Trust’s and the Funds’ application of these policies involves judgments and actual results may differ from the estimates used.

4 unchanged sentences

For financial reporting purposes, the Funds value investments based upon the closing price in their primary markets.

Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain Funds’ final creation/redemption NAV for the period ended September 30, 2023.

Short-term investments are valued at amortized cost which approximates fair value for daily NAV purposes.

4 unchanged sentences

For financial reporting purposes, all futures contracts are valued at last settled price.

Futures contracts valuations are typically categorized as Level I in the fair value hierarchy.

Swap agreements, forward agreements and foreign currency forward contracts valuations are typically categorized as Level II in the fair value hierarchy.

The Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position.

1 unchanged sentence

The Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted, which are consistent with normal industry standards.

Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level II or Level III in the fair value hierarchy.

Fair value pricing may require subjective determinations about the value of an investment.

1 unchanged sentence

The prices used by a Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

Discounts on short-term securities purchased are amortized and reflected as Interest Income in the Statements of Operations.

Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or discount, and is reflected as Interest Income in the Statement of Operations.

Additionally, interest income may be earned on Repurchase Agreements and/or cash held on deposit with brokers for futures contracts.

Realized gains (losses) and changes in unrealized gain (loss) on open investments are determined on a specific identification basis and recognized in the Statements of Operations in the period in which the contract is closed or the changes occur, respectively.

Each Fund pays its respective brokerage commissions, including applicable exchange fees, National Futures Association fees, give up fees, pit futures account fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S.

Each Fund pays its respective brokerage commissions, including applicable exchange fees, NFA fees, give up fees, pit futures account fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S.

Commodity Futures Trading Commission regulated investments.

1 unchanged sentence

The Sponsor is currently paying brokerage commissions in VIX futures contracts for the Matching VIX Funds that exceed variable create/redeem fees collected by more than 0.02% of the Matching VIX Fund’s average net assets annually.

Results of Operations for the Three Months Ended September 30, 2023 Compared to the Three Months Ended September 30, 2022

Results of Operations for the Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023

ProShares Short VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 3,334,307 outstanding Shares at June 30, 2023 to 3,034,307 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to one-half

During the three months ended March 31, 2024, the increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to one-half

the inverse (-0.5x)

of the daily performance of the S&P 500 VIX Short-Term Futures Index.

By comparison, during the three months ended September 30, 2022, the decrease in the Fund’s NAV resulted primarily from a decrease from 8,384,307 outstanding Shares at June 30, 2022 to 6,634,307 outstanding Shares at September 30, 2022.

The increase in the Fund’s NAV also resulted in part from an increase from 5,168,614 outstanding Shares at December 31, 2023 to 5,568,614 outstanding Shares at March 31, 2024.

By comparison, during the three months ended March 31, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 11,568,614 outstanding Shares at December 31, 2022 to 9,268,614 outstanding Shares at March 31, 2023.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to one-half

1 unchanged sentence

of the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to one-half

the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 1.9% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 0.8% for the three months ended September 30, 2022, was primarily due to a greater appreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

The benchmark’s decline of 6.1% for the three months ended September 30, 2023, as compared to the benchmark’s decline of 5.7% for the three months ended September 30, 2022, can be attributed to a greater decrease in the value of near-term futures contracts on the VIX futures curve during the period ended September 30, 2023.

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 0.5x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 9.1% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV increase of 8.6% for the three months ended March 31, 2023, was primarily due to greater appreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

The benchmark’s decline of 16.2% for the three months ended March 31, 2024, as compared to the benchmark’s decline of 20.3% for the three months ended March 31, 2023, can be attributed to a lesser decrease in the value of near-term futures contracts on the VIX futures curve during the period ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

1 unchanged sentence

Brokerage commission

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

The Fund’s net income decreased for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to a greater decrease in the value of futures prices, in conjunction with the timing of shareholder activity, during the three months ended September 30, 2023.

The Fund’s net income decreased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due a lesser decrease in the value of futures prices during the three months ended March 31, 2024.

* See Note 8 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q

regarding the forward Share split for ProShares Short VIX Short-Term Futures.

ProShares Ultra Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

1,060,867,238

NAV end of period

10 unchanged sentences

Benchmark annualized volatility

During the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 31,093,096 outstanding Shares at June 30, 2023 to 17,143,096 outstanding Shares at September 30, 2023.

During the three months ended March 31, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 24,843,096 outstanding Shares at December 31, 2023 to 17,993,096 outstanding Shares at March 31, 2024.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index SM

By comparison, during the three months ended September 30, 2022, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index SM

The decrease in the Fund’s NAV was offset by an increase from 25,493,096 outstanding Shares at June 30, 2022 to 27,643,096 outstanding Shares at September 30, 2022.

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 48.4% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV decrease of 37.0% for the three months ended September 30, 2022, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

The benchmark’s rise of 22.1% for the three months ended September 30, 2023, as compared to the benchmark’s decline of 18.6% for the three months ended September 30, 2022, can be attributed to an increase in the value of WTI Crude Oil during the period ended September 30, 2023.

By comparison, during the three months ended March 31, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index SM

The decrease in the Fund’s NAV was offset by an increase from 28,393,096 outstanding Shares at December 31, 2022 to 30,593,096 outstanding Shares at March 31, 2023.

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 26.3% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV decrease of 12.3% for the three months ended March 31, 2023, was primarily due to appreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

The benchmark’s rise of 12.8% for the three months ended March 31, 2024, as compared to the benchmark’s decline of 5.4% for the three months ended March 31, 2023, can be attributed to an increase in the value of WTI Crude Oil during the period ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

1 unchanged sentence

Brokerage commission

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

The Fund’s net income increased for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to an increase in the value of WTI Crude Oil during the three months ended September 30, 2023.

The Fund’s net income increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due a an increase in the value of WTI Crude Oil during the three months ended March 31, 2024.

ProShares Ultra Bloomberg Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

1,141,021,278

NAV end of period

1,139,983,773

Percentage change in NAV

9 unchanged sentences

Benchmark annualized volatility

During the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Natural Gas Subindex SM

The decrease in the Fund’s NAV also resulted in part from a decrease from 16,421,876 outstanding Shares at June 30, 2023 to 16,118,544 outstanding Shares at September 30, 2023.

By comparison, during the three months ended September 30, 2022, the increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Natural Gas Subindex SM

The increase in the Fund’s NAV also resulted in part from an increase from 236,876 outstanding Shares at June 30, 2022 to 271,876 outstanding Shares at September 30, 2022.

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 22.3% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 34.6% for the three months ended September 30, 2022, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

The benchmark’s decline of 9.2% for the three months ended September 30, 2023, as compared to the benchmark’s rise of 25.3% for the three months ended September 30, 2022, can be attributed to a decrease in the value of Henry Hub Natural Gas during the period ended September 30, 2023.

During the three months ended March 31, 2024, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Natural Gas Subindex SM

The decrease in the Fund’s NAV was offset by an increase from 25,568,544 outstanding Shares at December 31, 2023 to 44,218,544 outstanding Shares at March 31, 2024.

By comparison, during the three months ended March 31, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 1,614,376 outstanding Shares at December 31, 2022 to 15,454,376 outstanding Shares at March 31, 2023.

The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Natural Gas Subindex SM

, which was offset by the timing of shareholder activity.

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 54.0% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV decrease of 79.7% for the three months ended March 31, 2023, was primarily due to lesser depreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

The benchmark’s decline of 28.7% for the three months ended March 31, 2024, as compared to the benchmark’s decline of 50.4% for the three months ended March 31, 2023, can be attributed to a lesser decrease in the value of Henry Hub Natural Gas during the period ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

2 unchanged sentences

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

(1,061,634,864

Change in net unrealized appreciation (depreciation)

Net Income (loss)

The Fund’s net income decreased for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to a decrease in the value of Henry Hub Natural Gas during the three months ended September 30, 2023.

* See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q regarding the reverse Share split for ProShares Ultra Bloomberg Natural Gas.

(1,109,154,913

The Fund’s net income increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due a lesser decrease in the value of Henry Hub Natural Gas during the three months ended March 31, 2024.

* See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q

regarding the reverse Share split for ProShares Ultra Bloomberg Natural Gas.

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 650,000 outstanding Shares at June 30, 2023 to 600,000 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the spot price of the euro versus the U.S.

By comparison, during the three months ended September 30, 2022, the increase in the Fund’s NAV resulted primarily from an increase from 850,000 outstanding Shares at June 30, 2022 to 1,450,000 outstanding Shares at September 30, 2022.

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 6.2% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV decrease of 13.7% for the three months ended September 30, 2022, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

The benchmark’s decline of 3.1% for the three months ended September 30, 2023, as compared to the benchmark’s decline of 6.0% for the three months ended September 30, 2022, can be attributed to a lesser decrease in the value of the euro versus the U.S.

dollar during the period ended September 30, 2023.

There was no net change in the Fund’s outstanding Shares from December 31, 2023 to March 31, 2024.

By comparison, during the three months ended March 31, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 950,000 outstanding Shares at December 31, 2022 to 750,000 outstanding Shares at March 31, 2023.

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 4.4% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV increase of 2.0% for the three months ended March 31, 2023, was primarily due to depreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

The benchmark’s decline of 2.3% for the three months ended March 31, 2024, as compared to the benchmark’s rise of 1.3% for the three months ended March 31, 2023, can be attributed to a decrease in the value of the euro versus the U.S.

dollar during the period ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

Management fee

Non-recurring

fees and expenses

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

The Fund’s net income increased for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to a lesser decrease in the value of the euro versus the U.S.

dollar during the three months ended September 30, 2023.

The Fund’s net income decreased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due an decrease in the value of the euro versus the U.S.

dollar during the three months ended March 31, 2024.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 3,100,000 outstanding Shares at June 30, 2023 to 2,800,000 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV also resulted in part from a decrease from 4,250,000 outstanding Shares at June 30, 2022 to 3,400,000 outstanding Shares September 30, 2022.

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 9.6% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV decrease of 16.6% for the three months ended September 30, 2022, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

The benchmark’s decline of 3.9% for the three months ended September 30, 2023, as compared to the benchmark’s decline of 7.9% for the three months ended September 30, 2022, can be attributed to a lesser decrease in the value of gold futures contracts during the period ended September 30, 2023.

There was no net change in the Fund’s outstanding Shares from December 31, 2023 to March 31, 2024.

By comparison, during the three months ended March 31, 2023, the increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Gold Subindex SM

The increase in the Fund’s NAV also resulted in part from an increase from 3,150,000 outstanding Shares at December 31, 2022 to 3,200,000 outstanding Shares at March 31, 2023.

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 12.8% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV increase of 14.1% for the three months ended March 31, 2023, was primarily due to lesser appreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

The benchmark’s rise of 7.4% for the three months ended March 31, 2024, as compared to the benchmark’s rise of 8.1% for the three months ended March 31, 2023, can be attributed to a lesser increase in the value of gold futures contracts during the period ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

1 unchanged sentence

Brokerage commission

Non-recurring

fees and expenses

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

The Fund’s net income increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due a an increase in futures prices, in conjunction with an increase in average net assets, during the three months ended March 31, 2024.

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

The decrease in the Fund’s NAV was offset by an increase from 13,196,526 outstanding Shares at June 30, 2023 to 13,246,526 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV was offset by an increase from 14,346,526 outstanding Shares at June 30, 2022 to 15,546,526 outstanding Shares at September 30, 2022.

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 8.4% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV decrease of 15.9% for the three months ended September 30, 2022, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

The benchmark’s decline of 2.6% for the three months ended September 30, 2023, as compared to the benchmark’s decline of 6.5% for the three months ended September 30, 2022, can be attributed to a lesser decrease in the value of silver futures contracts during the period ended September 30, 2023.

The increase in the Fund’s NAV was offset by a decrease from 14,296,526 outstanding Shares at December 31, 2023 to 14,146,526 outstanding Shares at March 31, 2024.

By comparison, during the three months ended March 31, 2023, the increase in the Fund’s NAV resulted primarily from a increase from 13,046,526 outstanding Shares at December 31, 2022 to 13,796,526 outstanding Shares at March 31, 2023.

The increase in the Fund’s NAV also resulted in part from the timing of shareholder activity, which was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Silver Subindex SM

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 4.6% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV decrease of 2.0% for the three months ended March 31, 2023, was primarily due to appreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

The benchmark’s rise of 3.8% for the three months ended March 31, 2024, as compared to the benchmark’s rise of 0.8% for the three months ended March 31, 2023, can be attributed to a greater increase in the value of silver futures contracts during the period ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

1 unchanged sentence

Brokerage commission

Non-recurring

fees and expenses

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

The Fund’s net income increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due a greater increase in the value of futures prices during the three months ended March 31, 2024.

ProShares Ultra VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 20,977,842 outstanding Shares at June 30, 2023 to 17,474,459 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to one and one-half

times (1.5x) the daily performance of the S&P 500 VIX Short-Term Futures Index.

By comparison, during the three months ended September 30, 2022, the increase in the Fund’s NAV resulted primarily from an increase from 6,722,842 outstanding Shares at June 30, 2022 to 7,732,842 outstanding Shares at September 30, 2022.

The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to one and one-half

The decrease in the Fund’s NAV was offset by an increase from 8,264,891 outstanding Shares at December 31, 2023 to 8,844,891 outstanding Shares at March 31, 2024.

times (1.5x) the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 1.5x the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 12.4% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV decrease of 11.3% for the three months ended September 30, 2022, was primarily due to a greater depreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

The decrease in the Fund’s NAV was offset by an increase from 1,861,568 outstanding Shares at December 31, 2022 to 2,317,568 outstanding Shares at March 31, 2023.

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 1.5x of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 25.4% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV decrease of 32.7% for the three months ended March 31, 2023, was primarily due to lesser depreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

2 unchanged sentences

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

The Fund’s net income increased for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to a greater decrease in the value of futures prices, in conjunction with a significant decrease in average shares outstanding, during the three months ended September 30, 2023.

See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q

regarding the reverse Share split for ProShares Ultra VIX Short-Term Futures ETF.

The Fund’s net income increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due a lesser decrease in the value of futures prices during the three months ended March 31, 2024.

* See Note 1 and Note 8 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q

regarding the reverse Share split for ProShares Ultra VIX Short-Term Futures.

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended September 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 449,970 outstanding Shares at June 30, 2023 to 699,970 outstanding Shares at September 30, 2023.

By comparison, during the three months ended September 30, 2022, the increase in the Fund’s NAV resulted primarily from an increase from 149,970 outstanding Shares at June 30, 2022 to 349,970 outstanding Shares at September 30, 2022.

During the three months ended March 31, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 1,099,970 outstanding Shares at December 31, 2023 to 1,799,970 outstanding Shares at March 31, 2024.

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 8.7% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV decrease of 13.3% for the three months ended September 30, 2022, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

The benchmark’s decline of 3.4% for the three months ended September 30, 2023, as compared to the benchmark’s decline of 6.5% for the three months ended September 30, 2022, can be attributed to a lesser decrease in the value of the Japanese yen versus the U.S.

dollar during the period ended September 30, 2023.

By comparison, during the three months ended March 31, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 399,970 outstanding Shares at December 31, 2022 to 299,970 outstanding Shares at March 31, 2023.

The decrease in the Fund’s also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the spot price of the Japanese yen versus the U.S.

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 15.1% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV decrease of 4.3% for the three months ended March 31, 2023, was primarily due to greater depreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

The benchmark’s decline of 6.9% for the three months ended March 31, 2024, as compared to the benchmark’s decline of 1.2% for the three months ended March 31, 2023, can be attributed to a greater decrease in the value of the Japanese yen versus the U.S.

dollar during the period ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

Management fee

Non-recurring

fees and expenses

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

dollar during the three months ended September 30, 2023.

The Fund’s net income decreased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due a greater decrease in the value of the Japanese yen versus the U.S.

dollar during the three months ended March 31, 2024.

ProShares UltraShort Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended September 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 4,405,220 outstanding Shares at June 30, 2023 to 17,605,220 outstanding Shares at September 30, 2023.

The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index SM

By comparison, during the three months ended September 30, 2022, the decrease in the Fund’s NAV resulted primarily from a decrease from 21,755,220 outstanding Shares at June 30, 2022 to 12,155,220 outstanding Shares at September 30, 2022.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index SM

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 34.2% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 31.7% for the three months ended September 30, 2022, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

During the three months ended March 31, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 9,105,220 outstanding Shares at December 31, 2023 to 12,405,220 outstanding Shares at March 31, 2024.

The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

of the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index

By comparison, during the three months ended March 31, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 9,305,220 outstanding Shares at December 31, 2022 to 5,755,220 outstanding Shares at March 31, 2023.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

of the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 23.3% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV increase of 5.1% for the three months ended March 31, 2023, was primarily due to depreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

1 unchanged sentence

Brokerage commission

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

The Fund’s net income decreased for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to an increase in the value of WTI Crude Oil during the three months ended September 30, 2023.

The Fund’s net income decreased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due an increase in the value of WTI Crude Oil, during the three months ended March 31, 2024.

ProShares UltraShort Bloomberg Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,566,856 outstanding Shares at June 30, 2023 to 1,816,856 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the Bloomberg Natural Gas Subindex SM

By comparison, during the three months ended September 30, 2022, the increase in the Fund’s NAV resulted primarily from an increase from 4,966,856 outstanding Shares at June 30, 2022 to 13,966,856 outstanding Shares at September 30, 2022.

The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the Bloomberg Natural Gas Subindex SM

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 11.6% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV decrease of 59.3% for the three months ended September 30, 2022, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

During the three months ended March 31, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,933,712 outstanding Shares at December 31, 2023 to 1,233,712 outstanding Shares at March 31, 2024.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse

of the daily performance of the Bloomberg Natural Gas Subindex

The increase in the Fund’s NAV was offset by a decrease from 9,933,712 outstanding Shares at December 31, 2022 to 4,133,712 outstanding Shares at March 31, 2023.

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 59.2% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV increase of 163.4% for the three months ended March 31, 2023, was primarily due to lesser appreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

2 unchanged sentences

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

The Fund’s net income increased for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to a decrease in the value of Henry Hub Natural Gas, during the three months ended September 30, 2023.

The Fund’s net income decreased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due a lesser decrease in the value of Henry Hub Natural Gas during the three months ended March 31, 2024.

* See Note 8 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q

regarding the forward Share split for ProShares UltraShort Bloomberg Natural Gas.

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,750,000 outstanding Shares at June 30, 2023 to 1,400,000 outstanding Shares at September 30, 2023.

During the three months ended March 31, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,350,000 outstanding Shares at December 31, 2023 to 1,250,000 outstanding Shares at March 31, 2024.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the spot price of the euro versus the U.S.

By comparison, during the three months ended September 30, 2022, the increase in the Fund’s NAV resulted primarily from an increase from 2,050,000 outstanding Shares at June 30, 2022 to 2,600,000 outstanding Shares at September 30, 2022.

The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

By comparison, during the three months ended March 31, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,550,000 outstanding Shares at December 31, 2022 to 2,050,000 outstanding Shares at March 31, 2023.

of the daily performance of the spot price of the euro versus the U.S.

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 8.0% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 14.7% for the three months ended September 30, 2022, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

The benchmark’s decline of 3.1% for the three months ended September 30, 2023, as compared to the benchmark’s decline of 6.5% for the three months ended September 30, 2022, can be attributed to a lesser decrease in the value of the euro versus the U.S.

dollar during the period ended September 30, 2023.

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 6.2% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV decrease of 1.4% for the three months ended March 31, 2023, was primarily due to appreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

dollar during the period ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

Management fee

Non-recurring

fees and expenses

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

The Fund’s net income decreased for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to a lesser decrease in the value of the euro versus the U.S.

dollar during the three months ended September 30, 2023.

The Fund’s net income increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due a decrease in the value of the euro versus the U.S.

dollar during the three months ended March 31, 2024.

ProShares UltraShort Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 546,977 outstanding Shares at June 30, 2023 to 446,977 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

During the three months ended March 31, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 446,977 outstanding Shares at December 31, 2023 to 646,977 outstanding Shares at March 31, 2024.

The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the Bloomberg Gold Subindex SM

By comparison, during the three months ended September 30, 2022, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,096,977 outstanding Shares at June 30, 2022 to 796,977 outstanding Shares at September 30, 2022.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

By comparison, during the three months ended March 31, 2023, the increase in the Fund’s NAV resulted primarily from a increase from 496,977 outstanding Shares at December 31, 2022 to 596,977 outstanding Shares at March 31, 2023.

The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the Bloomberg Gold Subindex SM

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 11.2% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 17.9% for the three months ended September 30, 2022, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 11.1% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV decrease of 13.6% for the three months ended March 31, 2023, was primarily due to lesser depreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

1 unchanged sentence

Brokerage commission

Non-recurring

fees and expenses

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

The Fund’s net income decreased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due a lesser increase in the value of the futures prices during the three months ended March 31, 2024.

ProShares UltraShort Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 941,329 outstanding Shares at June 30, 2023 to 791,329 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

During the three months ended March 31, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 3,591,329 outstanding Shares at December 31, 2023 to 1,441,329 outstanding Shares at March 31, 2024.

of the daily performance of the Bloomberg Silver Subindex SM

By comparison, during the three months ended March 31, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,641,329 outstanding Shares at December 31, 2022 to 1,091,329 outstanding Shares at March 31, 2023.

of the daily performance of the Bloomberg Silver Subindex SM

The increase in the Fund’s NAV was offset by a decrease from 1,041,329 outstanding Shares at June 30, 2022 to 991,329 outstanding Shares at September 30, 2022.

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 4.6% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 7.3% for the three months ended September 30, 2022, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

The benchmark’s decline of 2.6% for the three months ended September 30, 2023, as compared to the benchmark’s decline of 6.5% for the three months ended September 30, 2022, can be attributed to a lesser decrease in the value of the silver futures contracts during the period ended September 30, 2023.

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 7.3% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV decrease of 4.2% for the three months ended March 31, 2023, was primarily due to greater depreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

The benchmark’s rise of 3.8% for the three months ended March 31, 2024, as compared to the benchmark’s rise of 0.8% for the three months ended March 31, 2023, can be attributed to a greater increase in the value of the silver futures contracts during the period ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

1 unchanged sentence

Brokerage commission

Non-recurring

fees and expenses

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

The Fund’s net income increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due to timing of shareholder activity, which was offset by a greater increase in the value of futures prices during the three months ended March 31, 2024.

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 398,580 outstanding Shares at June 30, 2023 to 348,580 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the spot price of the Japanese yen versus the U.S.

There was no net change in the Fund’s outstanding Shares from June 30, 2022 to September 30, 2022.

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 10.5% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 14.0% for the three months ended September 30, 2022, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

dollar during the period ended September 30, 2023.

The increase in the Fund’s NAV also resulted in part from an increase from 348,580 outstanding Shares at December 31, 2023 to 398,580 outstanding Shares at March 31, 2024.

By comparison, during the three months ended March 31, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 398,580 outstanding Shares at December 31, 2022 to 448,580 outstanding Shares at March 31, 2023.

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 19.0% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV increase of 4.3% for the three months ended March 31, 2023, was primarily due to greater appreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

dollar during the period ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

Management fee

Non-recurring

fees and expenses

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

dollar during the three months ended September 30, 2023.

The Fund’s net income increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due a greater decrease in the value of the Japanese yen versus the U.S.

dollar during the three months ended March 31, 2024.

ProShares VIX Mid-Term

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended September 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 2,412,403 outstanding Shares at June 30, 2023 to 3,087,403 outstanding Shares at September 30, 2023.

During the three months ended March 31, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 2,262,403 outstanding Shares at December 31, 2023 to 5,337,403 outstanding Shares at March 31, 2024.

The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Mid-Term

Futures Index.

By comparison, during the three months ended September 30, 2022, the increase in the Fund’s NAV resulted primarily from an increase from 2,712,403 outstanding Shares at June 30, 2022 to 3,112,403 outstanding Shares at September 30, 2022.

Futures Index.

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 5.2% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 0.6% for the three months ended September 30, 2022, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

The benchmark’s decline of 4.6% for the three months ended September 30, 2023, as compared to the benchmark’s rise of 1.1% for the three months ended September 30, 2022, can be attributed to a decrease in the value of the futures contracts that made the S&P 500 VIX Mid-Term

Futures Index during the period ended September 30, 2023.

By comparison, during the three months ended March 31, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Mid-Term Futures Index.

The decrease in the Fund’s NAV also resulted in part from a decrease from 2,762,403 outstanding Shares at December 31, 2022 to 2,512,403 outstanding Shares at March 31, 2023.

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 5.3% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV decrease of 11.9% for the three months ended March 31, 2023, was primarily due to lesser depreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

The benchmark’s decline of 4.8% for the three months ended March 31, 2024, as compared to the benchmark’s decline of 11.4% for the three months ended March 31, 2023, can be attributed to a lesser decrease in the value of the futures contracts that made the S&P 500 VIX Mid-Term

Futures Index during the period ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

2 unchanged sentences

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

The Fund’s net income decreased for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to a decrease in the value of the futures prices during the three months ended September 30, 2023.

The Fund’s net income increased for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, primarily due a lesser decrease in the value of the futures prices during the three months ended March 31, 2024.

ProShares VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary performance information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

March 31, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

The decrease in the Fund’s NAV also resulted in part from a decrease from 9,226,565 outstanding Shares at June 30, 2023 to 9,075,947 outstanding Shares at September 30, 2023.

By comparison, during the three months ended September 30, 2022, the increase in the Fund’s NAV resulted primarily from an increase from 3,751,565 outstanding Shares at June 30, 2022 to 5,116,565 outstanding Shares at September 30, 2022.

During the three months ended March 31, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 10,150,947 outstanding Shares at December 31, 2023 to 12,600,947 outstanding Shares at March 31, 2024.

For the three months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 6.6% for the three months ended September 30, 2023, as compared to the Fund’s per Share NAV decrease of 6.1% for the three months ended September 30, 2022, was primarily due to a greater depreciation in the value of the assets held by the Fund during the three months ended September 30, 2023.

The benchmark’s decline of 6.1% for the three months ended September 30, 2023, as compared to the benchmark’s decline of 5.7% for the three months ended September 30, 2022, can be attributed to a greater decrease in the value of the near-term futures contracts on the VIX futures curve during the period ended September 30, 2023.

By comparison, during the three months ended March 31, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

The decrease in the Fund’s NAV was offset by an increase from 4,676,565 outstanding Shares at December 31, 2022 to 5,021,565 outstanding Shares at March 31, 2023.

For the three months ended March 31, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 16.6% for the three months ended March 31, 2024, as compared to the Fund’s per Share NAV decrease of 20.8% for the three months ended March 31, 2023, was primarily due to lesser depreciation in the value of the assets held by the Fund during the three months ended March 31, 2024.

The benchmark’s decline of 16.2% for the three months ended March 31, 2024, as compared to the benchmark’s decline of 20.3% for the three months ended March 31, 2023, can be attributed to a lesser decrease in the value of the near-term futures contracts on the VIX futures curve during the period ended March 31, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended September 30, 2023 and 2022:

The following table provides summary income information for the Fund for the three months ended March 31, 2024 and 2023:

Three Months Ended

September 30, 2023

March 31, 2024

Three Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Brokerage commission

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net Income (loss)

The Fund’s net income decreased for the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to a greater decrease in the value of the futures prices, during the three months ended September 30, 2023.

See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q

regarding the reverse Share split for ProShares VIX Short-Term Futures ETF.

Results of Operations for the Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022

ProShares Short VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

During the nine months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 5,784,307 outstanding Shares at December 31, 2022 to 3,034,307 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to one-half

the inverse (-0.5x)

of the daily performance of the S&P 500 VIX Short-Term Futures Index.

By comparison, during the nine months ended September 30, 2022, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to one-half

the inverse (-0.5x)

of the daily performance of the S&P 500 VIX Short-Term Futures Index.

The decrease in the Fund’s NAV also resulted in part from a decrease from 6,884,307 outstanding Shares at December 31, 2021 to 6,634,307 outstanding Shares at September 30, 2022.

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 0.5x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 46.9% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV decrease of 21.2% for the nine months ended September 30, 2022, was primarily due to an appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

The benchmark’s decline of 58.4% for the nine months ended September 30, 2023, as compared to the benchmark’s rise of 14.7% for the nine months ended September 30, 2022, can be attributed to a decrease in the value of near-term futures contracts on the VIX futures curve during the period ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Brokerage commission

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net Income (loss)

The Fund’s net income increased for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to a decrease in the value of futures prices during the nine months ended September 30, 2023.

ProShares Ultra Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

1,103,783,570

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

During the nine months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 28,393,096 outstanding Shares at December 31, 2022 to 17,143,096 outstanding Shares at September 30, 2023.

By comparison, during the nine months ended September 30, 2022, the decrease in the Fund’s NAV resulted primarily from a decrease from 51,243,096 outstanding Shares at December 31, 2021 to 27,643,096 outstanding Shares at September 30, 2022.

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 16.5% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 21.7% for the nine months ended September 30, 2022, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

The benchmark’s rise of 10.5% for the nine months ended September 30, 2023, as compared to the benchmark’s rise of 18.7% for the nine months ended September 30, 2022, can be attributed to a lesser increase in the value of WTI Crude Oil during the period ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Brokerage commission

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net Income (loss)

The Fund’s net income decreased for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to a lesser increase in the value of WTI Crude Oil during the nine months ended September 30, 2023.

ProShares Ultra Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

During the nine months ended September 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 1,614,376 outstanding Shares at December 31, 2022 to 16,118,544 outstanding Shares at September 30, 2023.

By comparison, during the nine months ended September 30, 2022, the increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Natural Gas Subindex SM

The increase in the Fund’s NAV was offset by a decrease from 379,376 outstanding Shares at December 31, 2021 to 271,876 outstanding Shares at September 30, 2022.

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 85.1% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 108.3% for the nine months ended September 30, 2022, was primarily due to a depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

The benchmark’s decline of 54.0% for the nine months ended September 30, 2023, as compared to the benchmark’s rise of 86.6% for the nine months ended September 30, 2022, can be attributed to a decrease in the value of Henry Hub Natural Gas during the period ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Brokerage commission

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

(1,441,441,743

Change in net unrealized appreciation (depreciation)

Net Income (loss)

(1,230,421,982

The Fund’s net income decreased for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due a decrease in the value of Henry Hub Natural Gas during the nine months ended September 30, 2023.

ProShares Ultra Euro

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

During the nine months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 950,000 outstanding Shares at December 31, 2022 to 600,000 outstanding Shares at September 30, 2023.

By comparison, during the nine months ended September 30, 2022, the increase in the Fund’s NAV resulted primarily from an increase from 650,000 outstanding Shares at December 31, 2021 to 1,450,000 outstanding Shares at September 30, 2022.

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 3.5% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV decrease of 28.2% for the nine months ended September 30, 2022, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

The benchmark’s decline of 1.2% for the nine months ended September 30, 2023, as compared to the benchmark’s decline of 13.2% for the nine months ended September 30, 2022, can be attributed to a lesser decrease in the value of the euro versus the U.S.

dollar during the period ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Non-recurring

fees and expenses

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net Income (loss)

The Fund’s net income increased for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due a lesser decrease in the value of the euro versus the U.S.

dollar during the nine months ended September 30, 2023.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

During the nine months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 3,150,000 outstanding Shares at December 31, 2022 to 2,800,000 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV also resulted in part from a decrease from 3,900,000 outstanding Shares at December 31, 2021 to 3,400,000 outstanding Shares at September 30, 2022.

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 4.3% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV decrease of 21.1% for the nine months ended September 30, 2022, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

The benchmark’s rise of 1.3% for the nine months ended September 30, 2023, as compared to the benchmark’s decline of 9.3% for the nine months ended September 30, 2022, can be attributed to an increase in the value of gold futures contracts during the period ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Brokerage commission

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net Income (loss)

The Fund’s net income increased for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to an increase in average net assets, which was offset by an increase in futures prices, during the nine months ended September 30, 2023.

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

During the nine months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Bloomberg Silver Subindex SM

The decrease in the Fund’s NAV was offset by an increase from 13,046,526 outstanding Shares at December 31, 2022 to 13,246,526 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV was offset by an increase from 14,796,526 outstanding Shares at December 31, 2021 to 15,546,526 outstanding Shares at September 30, 2022.

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 22.0% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV decrease of 40.2% for the nine months ended September 30, 2022, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

The benchmark’s decline of 6.9% for the nine months ended September 30, 2023, as compared to the benchmark’s decline of 19.0% for the nine months ended September 30, 2022, can be attributed to a lesser decrease in the value of silver futures contracts during the period ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Brokerage commission

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net Income (loss)

ProShares Ultra VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

times (1.5x) the daily performance of the S&P 500 VIX Short-Term Futures Index.

The decrease in the Fund’s NAV was offset by an increase from 9,307,842 outstanding Shares at December 31, 2022 to 17,474,459 outstanding Shares at September 30, 2023.

By comparison, during the nine months ended September 30, 2022, the increase in the Fund’s NAV resulted primarily from an increase from 6,582,842 outstanding Shares at December 31, 2021 to 7,732,842 outstanding Shares at September 30, 2022.

The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to one and one-half

times (1.5x) the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 1.5x of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 76.4% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 3.7% for the nine months ended September 30, 2022, was primarily due to a depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Brokerage commission

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net Income (loss)

The Fund’s net income decreased for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to a decrease in the value of futures prices during the nine months ended September 30, 2023.

See Note 1 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q

regarding the reverse Share split for ProShares Ultra VIX Short-Term Futures ETF.

ProShares Ultra Yen

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

During the nine months ended September 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 399,970 outstanding Shares at December 31, 2022 to 699,970 outstanding Shares at September 30, 2023.

By comparison, during the nine months ended September 30, 2022, the increase in the Fund’s NAV resulted primarily from an increase from 49,970 outstanding Shares at December 31, 2021 to 349,970 outstanding Shares at September 30, 2022.

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 27.6% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV decrease of 38.6% for the nine months ended September 30, 2022, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

The benchmark’s decline of 12.2% for the nine months ended September 30, 2023, as compared to the benchmark’s decline of 20.3% for the nine months ended September 30, 2022, can be attributed to a lesser decrease in the value of the Japanese yen versus the U.S.

dollar during the period ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Non-recurring

fees and expenses

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net Income (loss)

The Fund’s net income decreased for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to a decrease in the value of the Japanese yen versus the U.S.

dollar, in conjunction with a significant increase in average shares outstanding during the nine months ended September 30, 2023.

ProShares UltraShort Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

During the nine months ended September 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 9,305,220 outstanding Shares at December 31, 2022 to 17,605,220 outstanding Shares at September 30, 2023.

The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index SM

By comparison, during the nine months ended September 30, 2022, the increase in the Fund’s NAV resulted primarily from an increase from 1,776,760 outstanding Shares at December 31, 2021 to 12,155,220 outstanding Shares at September 30, 2022.

The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index SM

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 29.6% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV decrease of 52.8% for the nine months ended September 30, 2022, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Brokerage commission

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net Income (loss)

The Fund’s net income increased for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due a lesser increase in the value of WTI Crude Oil, in conjunction with the timing of shareholder activity, during the nine months ended September 30, 2023.

ProShares UltraShort Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

During the nine months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 4,966,856 outstanding Shares at December 31, 2022 to 1,816,856 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the Bloomberg Natural Gas Subindex SM

By comparison, during the nine months ended September 30, 2022, the increase in the Fund’s NAV resulted primarily from an increase from 978,742 outstanding Shares at December 31, 2021 to 13,966,856 outstanding Shares at September 30, 2022.

The increase in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the Bloomberg Natural Gas Subindex SM

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 127.7% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV decrease of 93.0% for the nine months ended September 30, 2022, was primarily due to an appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Brokerage commission

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net Income (loss)

The Fund’s net income increased for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to a decrease in the value of Henry Hub Natural Gas during the nine months ended September 30, 2023.

ProShares UltraShort Euro

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

During the nine months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,550,000 outstanding Shares at December 31, 2022 to 1,400,000 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the spot price of the euro versus the U.S.

The increase in the Fund’s NAV also resulted in part from an increase from 2,100,000 outstanding Shares at December 31, 2021 to 2,600,000 outstanding Shares at September 30, 2022.

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 6.7% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 34.8% for the nine months ended September 30, 2022, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

dollar during the period ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Non-recurring

fees and expenses

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net Income (loss)

The Fund’s net income decreased for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to a lesser decrease in the value of the euro versus the U.S.

dollar during the nine months ended September 30, 2023.

ProShares UltraShort Gold

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

During the nine months ended September 30, 2023, the decrease in the Fund’s NAV resulted from a decrease from 496,977 outstanding Shares at December 31, 2022 to 446,977 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the Bloomberg Gold Subindex SM

The increase in the Fund’s NAV was offset by a decrease from 846,977 outstanding Shares at December 31, 2021 to 796,977 outstanding Shares at September 30, 2022.

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 3.4% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 17.3% for the nine months ended September 30, 2022, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Brokerage commission

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net Income (loss)

The Fund’s net income decreased for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to an increase in the value of the futures prices during the nine months ended September 30, 2023.

ProShares UltraShort Silver

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

During the nine months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,641,329 outstanding Shares at December 31, 2022 to 791,329 outstanding Shares at September 30, 2023.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the Bloomberg Silver Subindex SM

There was no net change in the Fund’s outstanding Shares from December 31, 2021 to September 30, 2022.

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 10.2% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 27.2% for the nine months ended September 30, 2022, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

The benchmark’s decline of 6.9% for the nine months ended September 30, 2023, as compared to the benchmark’s decline of 19.0% for the nine months ended September 30, 2022, can be attributed to a lesser decrease in the value of the silver futures contracts during the period ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Brokerage commission

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net Income (loss)

The Fund’s net income increased for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to a lesser decrease in the value of futures prices in conjunction with the timing of shareholder activity, during the nine months ended September 30, 2023.

ProShares UltraShort Yen

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

During the nine months ended September 30, 2023, the increase in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x)

of the daily performance of the spot price of the Japanese yen versus the U.S.

The increase in the Fund’s NAV was offset by a decrease from 398,580 outstanding Shares at December 31, 2022 to 348,580 outstanding Shares at September 30, 2023.

of the daily performance of the spot price of the Japanese yen versus the U.S.

The increase in the Fund’s NAV also resulted in part from an increase from 598,580 outstanding Shares at December 31, 2021 to 798,580 outstanding Shares at September 30, 2022.

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to 2x of the inverse of the daily performance of its benchmark.

The Fund’s per Share NAV increase of 39.9% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 56.7% for the nine months ended September 30, 2022, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

dollar during the period ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Non-recurring

fees and expenses

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net Income (loss)

dollar during the nine months ended September 30, 2023.

ProShares VIX Mid-Term

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

Futures Index.

The decrease in the Fund’s NAV was offset by an increase from 2,762,403 outstanding Shares at December 31, 2022 to 3,087,403 outstanding Shares at September 30, 2023.

By comparison, during the nine months ended September 30, 2022, the decrease in the Fund’s NAV resulted from a decrease from 3,687,403 outstanding Shares at December 31, 2021 to 3,112,403 outstanding Shares at September 30, 2022.

The decrease in the Fund’s NAV was offset by the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Mid-Term

Futures Index.

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 36.1% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 15.9% for the nine months ended September 30, 2022, was primarily due to a depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

The benchmark’s decline of 35.0% for the nine months ended September 30, 2023, as compared to the benchmark’s rise of 17.8% for the nine months ended September 30, 2022, can be attributed to a decrease in the value of the futures contracts that made the S&P 500 VIX Mid-Term

Futures Index during the period ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

Net investment income (loss)

Management fee

Brokerage commission

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

Change in net unrealized appreciation (depreciation)

Net Income (loss)

The Fund’s net income decreased for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to a decrease in the value of the futures prices during the nine months ended September 30, 2023.

ProShares VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

NAV beginning of period

NAV end of period

Percentage change in NAV

Shares outstanding beginning of period

Shares outstanding end of period

Percentage change in shares outstanding

Shares created

Shares redeemed

Per share NAV beginning of period

Per share NAV end of period

Percentage change in per share NAV

Percentage change in benchmark

Benchmark annualized volatility

During the nine months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

The decrease in the Fund’s NAV was offset by an increase from 4,676,565 outstanding Shares at December 31, 2022 to 9,075,947 outstanding Shares at September 30, 2023.

By comparison, during the nine months ended September 30, 2022, the increase in the Fund’s NAV resulted primarily from an increase from 3,566,565 outstanding Shares at December 31, 2021 to 5,116,565 outstanding Shares at September 30, 2022.

The increase in the Fund’s NAV also resulted in part from the cumulative effect of the Fund seeking daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 VIX Short-Term Futures Index.

For the nine months ended September 30, 2023 and 2022, the Fund’s daily performance had a statistical correlation over 0.99 to the daily performance of its benchmark.

The Fund’s per Share NAV decrease of 59.1% for the nine months ended September 30, 2023, as compared to the Fund’s per Share NAV increase of 13.1% for the nine months ended September 30, 2022, was primarily due to a depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2023.

The benchmark’s decline of 58.4% for the nine months ended September 30, 2023, as compared to the benchmark’s rise of 14.7% for the nine months ended September 30, 2022, can be attributed to a decrease in the value of the near-term futures contracts on the VIX futures curve during the period ended September 30, 2023.

Net Income/Loss

The following table provides summary income information for the Fund for the nine months ended September 30, 2023 and 2022:

Nine Months Ended

September 30, 2023

Nine Months Ended

September 30, 2022

March 31, 2023

Net investment income (loss)

2 unchanged sentences

Futures account fees

Non-recurring

fees and expenses

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

* See Note 8 of the Notes to Financial Statements in Item 1 of part I in this Quarterly Report on Form 10-Q

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis