What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-11-18 compared with 2024-08-08 · 548 added, 529 removed, 1019 unchanged (51% 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 June 30, 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.

for the period ended September 30, 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:

63 unchanged sentences

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

On October 28, 2024, the Trust issued a press release announcing a forward share split on ProShares UltraShort Yen and a reverse share split on ProShares UltraShort Silver, ProShares VIX Short-Term Futures, ProShares Ultra Bloomberg Natural Gas.

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

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

The Forward Splits were effective at the market open on November 7, 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 UltraShort Silver and ProShares ProShares VIX Short-Term Futures executed a 1:4 Reverse Split of its shares and ProShares Ultra Bloomberg Natural Gas executed a 1:5 Reverse Split of its shares.

The Reverse Split was effective at the market open on November 7, 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 (74347Y722 for ZSL), (74347Y730 for VIXY), (74347Y748 for BOIL).

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

5 unchanged sentences

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 six months ended June 30, 2024 and 2023, each of the Funds earned interest income as follows:

During the three and nine months ended September 30, 2024 and 2023, each of the Funds earned interest income as follows:

Interest Income

June 30, 2024

September 30, 2024

Interest Income

June 30, 2023

September 30, 2023

Interest Income

June 30, 2024

September 30, 2024

Interest Income

June 30, 2023

September 30, 2023

ProShares Short VIX Short-Term Futures ETF

52 unchanged sentences

Sheet Arrangements and Contractual Obligations

As of August 2, 2024, the Funds have not used, nor do they expect to use in the future, special purpose entities to facilitate off-balance

As of November 5, 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

12 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 June 30, 2024.

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

18 unchanged sentences

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 June 30, 2024 Compared to the Three Months Ended June 30, 2023

Results of Operations for the Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 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 June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 5,568,614 outstanding Shares at March 31, 2024 to 4,868,614 outstanding Shares at June 30, 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 one-half

During the three months ended September 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 4,868,614 outstanding Shares at June 30, 2024 to 7,268,614 outstanding Shares at September 30, 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 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 June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 9,268,614 outstanding Shares at March 31, 2023 to 6,668,614 outstanding Shares at June 30, 2023.

By comparison, during the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 6,668,614 outstanding Shares at June 30, 2023 to 6,068,614 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

1 unchanged sentence

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

For the three months ended June 30, 2024 and 2023, the Fund’s daily performance had a statistical correlation over 0.99 to one-half

For the three months ended September 30, 2024 and 2023, 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 8.8% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 32.9% for the three months ended June 30, 2023, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s decline of 15.8% for the three months ended June 30, 2024, as compared to the benchmark’s decline of 44.4% for the three months ended June 30, 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 June 30, 2024.

The Fund’s per Share NAV decrease of 18.2% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV increase of 1.9% for the three months ended September 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

The benchmark’s rise of 13.7% for the three months ended September 30, 2024, as compared to the benchmark’s decline of 6.1% for the three months ended September 30, 2023, can be attributed to an increase in the value of near-term futures contracts on the VIX futures curve during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

1 unchanged sentence

Brokerage commission

Futures account fees

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

The Fund’s net income decreased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a lesser decrease in the value of futures prices during the three months ended June 30, 2024.

The Fund’s net income decreased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to an increase in the value of futures prices during the three months ended September 30, 2024.

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

2 unchanged sentences

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 17,993,096 outstanding Shares at March 31, 2024 to 15,743,096 outstanding Shares at June 30, 2024.

During the three months ended September 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 15,743,096 outstanding Shares at June 30, 2024 to 23,393,096 outstanding Shares at September 30, 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 (2x) the daily performance of the Bloomberg Commodity Balanced WTI Crude Oil Index SM

By comparison, 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.

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 June 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 Commodity Balanced WTI Crude Oil Index SM

The decrease in the Fund’s NAV was offset by an increase from 30,593,096 outstanding Shares at March 31, 2023 to 31,093,096 outstanding Shares at June 30, 2023.

For the three months ended June 30, 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 1.0% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 10.5% for the three months ended June 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s rise of 0.5% for the three months ended June 30, 2024, as compared to the benchmark’s decline of 4.4% for the three months ended June 30, 2023, can be attributed to an increase in the value of WTI Crude Oil during the period ended June 30, 2024.

For the three months ended September 30, 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 24.3% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV increase of 48.4% for the three months ended September 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

The benchmark’s decline of 12.6% for the three months ended September 30, 2024, as compared to the benchmark’s rise of 22.1% for the three months ended September 30, 2023, can be attributed to a decrease in the value of WTI Crude Oil during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

4 unchanged sentences

Net Income (loss)

The Fund’s net income increased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to an increase in the value of WTI Crude Oil during the three months ended June 30, 2024.

The Fund’s net income decreased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to a decrease in the value of WTI Crude Oil during the three months ended September 30, 2024.

ProShares Ultra Bloomberg Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

1 unchanged sentence

NAV end of period

1,141,021,278

Percentage change in NAV

9 unchanged sentences

Benchmark annualized volatility

During the three months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 44,218,544 outstanding Shares at March 31, 2024 to 34,668,544 outstanding Shares at June 30, 2024.

By comparison, during the three months ended June 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 15,454,376 outstanding Shares at March 31, 2023 to 16,421,876 outstanding Shares at June 30, 2023.

During the three months ended September 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 6,933,709 outstanding Shares at June 30, 2024 to 11,103,709 outstanding Shares at September 30, 2024.

For the three months ended June 30, 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 18.7% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 5.8% for the three months ended June 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s rise of 13.9% for the three months ended June 30, 2024, as compared to the benchmark’s rise of 2.2% for the three months ended June 30, 2023, can be attributed to a greater increase in the value of Henry Hub Natural Gas during the period ended June 30, 2024.

By comparison, 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 3,284,375 outstanding Shares at June 30, 2023 to 3,223,709 outstanding Shares at September 30, 2023.

For the three months ended September 30, 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 24.7% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 22.3% for the three months ended September 30, 2023, was primarily due to a greater depreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

The benchmark’s decline of 10.2% for the three months ended September 30, 2024, as compared to the benchmark’s decline of 9.2% for the three months ended September 30, 2023, can be attributed to a greater decrease in the value of Henry Hub Natural Gas during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

5 unchanged sentences

Net Income (loss)

The Fund’s net income increased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a greater increase in the value of Henry Hub Natural Gas during the three months ended June 30, 2024.

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

The Fund’s net income increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to a decrease in average net assets, in conjunction with a greater decrease in the value of Henry Hub Natural Gas during the three months ended September 30, 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 Bloomberg Natural Gas.

1 unchanged sentence

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 600,000 outstanding Shares at March 31, 2024 to 500,000 outstanding Shares at June 30, 2024.

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 June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 750,000 outstanding Shares at March 31, 2023 to 650,000 outstanding Shares at June 30, 2023.

During the three months ended September 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 500,000 outstanding Shares at June 30, 2024 to 450,000 outstanding Shares at September 30, 2024.

For the three months ended June 30, 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 1.3% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 0.9% for the three months ended June 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s decline of 0.7% for the three months ended June 30, 2024, as compared to the benchmark’s rise of 0.6% for the three months ended June 30, 2023, can be attributed to a decrease in the value of the euro versus the U.S.

dollar during the period ended June 30, 2024.

By comparison, 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.

For the three months ended September 30, 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 8.0% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 6.2% for the three months ended September 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

The benchmark’s rise of 3.9% for the three months ended September 30, 2024, as compared to the benchmark’s decline of 3.1% for the three months ended September 30, 2023, can be attributed to an increase in the value of the euro versus the U.S.

dollar during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

3 unchanged sentences

Net Income (loss)

The Fund’s net income decreased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a decrease in the value of the euro versus the U.S.

dollar during the three months ended June 30, 2024.

The Fund’s net income increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to an increase in the value of the euro versus the U.S.

dollar during the three months ended September 30, 2024.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended June 30, 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 two times (2x) the daily performance of the Bloomberg Gold Subindex SM

The increase in the Fund’s NAV was offset by a decrease from 3,000,000 outstanding Shares at March 31, 2024 to 2,800,000 outstanding Shares at June 30, 2024.

The decrease in the Fund’s NAV also resulted in part from a decrease from 3,200,000 outstanding Shares at March 31, 2023 to 3,100,000 outstanding Shares at June 30, 2023.

For the three months ended June 30, 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 7.4% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 7.2% for the three months ended June 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s rise of 4.9% for the three months ended June 30, 2024, as compared to the benchmark’s decline of 2.5% for the three months ended June 30, 2023, can be attributed to an increase in the value of gold futures contracts during the period ended June 30, 2024.

During the three months ended September 30, 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 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 2,800,000 outstanding Shares at June 30, 2024 to 3,100,000 outstanding Shares at September 30, 2024.

By comparison, 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.

For the three months ended September 30, 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 24.7% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 9.6% for the three months ended September 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

The benchmark’s rise of 12.9% for the three months ended September 30, 2024, as compared to the benchmark’s decline of 3.9% for the three months ended September 30, 2023, can be attributed to an increase in the value of gold futures contracts during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

4 unchanged sentences

Net Income (loss)

The Fund’s net income increased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to an increase in the value of futures prices during the three months ended June 30, 2024.

The Fund’s net income increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to an increase in the value of futures prices during the three months ended September 30, 2024.

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

The increase in the Fund’s NAV also resulted in part from an increase from 14,146,526 outstanding Shares at March 31, 2024 to 15,246,526 outstanding Shares at June 30, 2024.

The decrease in the Fund’s NAV also resulted in part form a decrease from 13,796,526 outstanding Shares at March 31, 2023 to 13,196,526 outstanding Shares at June 30, 2023.

For the three months ended June 30, 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 31.2% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 13.1% for the three months ended June 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s rise of 17.8% for the three months ended June 30, 2024, as compared to the benchmark’s decline of 5.1% for the three months ended June 30, 2023, can be attributed to an increase in the value of silver futures contracts during the period ended June 30, 2024.

During the three months ended September 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 15,246,526 outstanding Shares at June 30, 2024 to 16,446,526 outstanding Shares at September 30, 2024.

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 (2x) the daily performance of the Bloomberg Silver Subindex SM

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.

For the three months ended September 30, 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 8.3% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 8.4% for the three months ended September 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

The benchmark’s rise of 6.3% for the three months ended September 30, 2024, as compared to the benchmark’s decline of 2.6% for the three months ended September 30, 2023, can be attributed to an increase in the value of silver futures contracts during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

4 unchanged sentences

Net Income (loss)

ProShares Ultra VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended June 30, 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 one and one-half

During the three months ended September 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 9,843,643 outstanding Shares at June 30, 2024 to 11,443,643 outstanding Shares at September 30, 2024.

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.

The decrease in the Fund’s NAV was offset by an increase from 8,844,891 outstanding Shares at March 31, 2024 to 9,843,643 outstanding Shares at June 30, 2024.

By comparison, during the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 4,195,568 outstanding Shares at June 30, 2023 to 3,494,892 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.

The decrease in the Fund’s NAV was offset by an increase from 2,317,568 outstanding Shares at March 31, 2023 to 4,195,568 outstanding Shares at June 30, 2023.

For the three months ended June 30, 2024 and 2023, 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 25.0% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 60.0% for the three months ended June 30, 2023, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

For the three months ended September 30, 2024 and 2023, 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 increase of 5.7% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 12.4% for the three months ended September 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

5 unchanged sentences

Net Income (loss)

The Fund’s net income increased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a lesser decrease in the value of futures prices, during the three months ended June 30, 2024.

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

2 unchanged sentences

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 1,799,970 outstanding Shares at March 31, 2024 to 2,199,970 outstanding Shares at June 30, 2024.

By comparison, during the three months ended June 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 299,970 outstanding Shares at March 31, 2023 to 449,970 outstanding Shares at June 30, 2023.

The increase in the Fund’s NAV was offset by a decrease from 2,199,970 outstanding Shares at June 30, 2024 to 2,149,970 outstanding Shares at September 30, 2024.

By comparison, 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.

For the three months ended June 30, 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 13.3% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 17.1% for the three months ended June 30, 2023, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s decline of 5.9% for the three months ended June 30, 2024, as compared to the benchmark’s decline of 8.0% for the three months ended June 30, 2023, can be attributed to a lesser decrease in the value of the Japanese yen versus the U.S.

dollar during the period ended June 30, 2024.

For the three months ended September 30, 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 22.4% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 8.7% for the three months ended September 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

The benchmark’s rise of 11.9% for the three months ended September 30, 2024, as compared to the benchmark’s decline of 3.4% for the three months ended September 30, 2023, can be attributed to an increase in the value of the Japanese yen versus the U.S.

dollar during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

3 unchanged sentences

Net Income (loss)

The Fund’s net income decreased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a decrease in the value of the Japanese yen versus the U.S.

dollar in conjunction with an increase in average net assets, during the three months ended June 30, 2024.

dollar during the three months ended September 30, 2024.

ProShares UltraShort Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 12,405,220 outstanding Shares at March 31, 2024 to 11,405,220 outstanding Shares at June 30, 2024.

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

By comparison, during the three months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 5,755,220 outstanding Shares at March 31, 2023 to 4,405,220 outstanding Shares at June 30, 2023.

During the three months ended September 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 11,405,220 outstanding Shares at June 30, 2024 to 4,955,220 outstanding Shares at September 30, 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 Bloomberg Commodity Balanced WTI Crude Oil Index SM

For the three months ended June 30, 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 2.2% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 1.9% for the three months ended June 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

By comparison, 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

For the three months ended September 30, 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 25.3% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 34.2% for the three months ended September 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

4 unchanged sentences

Net Income (loss)

The Fund’s net income decreased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to an increase in the value of WTI Crude Oil during the three months ended June 30, 2024.

The Fund’s net income increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to a decrease in the value of WTI Crude Oil during the three months ended September 30, 2024.

ProShares UltraShort Bloomberg Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 1,233,712 outstanding Shares at March 31, 2024 to 2,983,712 outstanding Shares at June 30, 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)

During the three months ended September 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,983,712 outstanding Shares at June 30, 2024 to 2,433,712 outstanding Shares at September 30, 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 Bloomberg Natural Gas Subindex SM

By comparison, during the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 5,133,712 outstanding Shares at June 30, 2023 to 3,633,712 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

The decrease in the Fund’s NAV also resulted in part from the timing of shareholder activity, which was offset by an increase from 4,133,712 outstanding Shares at March 31, 2023 to 5,133,712 outstanding Shares at June 30, 2023.

For the three months ended June 30, 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 35.4% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 22.6% for the three months ended June 30, 2023, was primarily due to a greater depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

For the three months ended September 30, 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 10.4% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV increase of 11.6% for the three months ended September 30, 2023, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

5 unchanged sentences

Net Income (loss)

The Fund’s net income decreased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a greater increase in the value of Henry Hub Natural Gas, in conjunction with the timing of shareholder activity, during the three months ended June 30, 2024.

The Fund’s net income increased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to a greater decrease in the value of Henry Hub Natural Gas during the three months ended September 30, 2024.

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

2 unchanged sentences

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,250,000 outstanding Shares at March 31, 2024 to 1,200,000 outstanding Shares at June 30, 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)

During the three months ended September 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,200,000 outstanding Shares at June 30, 2024 to 1,100,000 outstanding Shares at September 30, 2024.

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

By comparison, during the three months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,050,000 outstanding Shares at March 31, 2023 to 1,750,000 outstanding Shares at June 30, 2023.

The decrease in the Fund’s NAV also resulted in part from the timing of the 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 the inverse (-2x)

By comparison, 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.

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.

For the three months ended June 30, 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 2.9% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 0.2% for the three months ended June 30, 2023, was primarily due to a greater appreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

dollar during the period ended June 30, 2024.

For the three months ended September 30, 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 6.1% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV increase of 8.0% for the three months ended September 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

dollar during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

3 unchanged sentences

Net Income (loss)

The Fund’s net income increased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a decrease in the value of the euro versus the U.S.

dollar during the three months ended June 30, 2024.

The Fund’s net income decreased for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to an increase in the value of the euro versus the U.S.

dollar during the three months ended September 30, 2024.

ProShares UltraShort Gold

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 646,977 outstanding Shares at March 31, 2024 to 746,977 outstanding Shares at June 30, 2024.

During the three months ended September 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 746,977 outstanding Shares at June 30, 2024 to 1,046,977 outstanding Shares at September 30, 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 June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 596,977 outstanding Shares at March 31, 2023 to 546,977 outstanding Shares at June 30, 2023.

By comparison, 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)

of the daily performance of the Bloomberg Gold Subindex SM

For the three months ended June 30, 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 7.9% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 7.5% for the three months ended June 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

For the three months ended September 30, 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 20.1% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV increase of 11.2% for the three months ended September 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

4 unchanged sentences

Net Income (loss)

The Fund’s net income decreased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to an increase in the value of the futures prices during the three months ended June 30, 2024.

ProShares UltraShort Silver*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 1,441,329 outstanding Shares at March 31, 2024 to 6,791,329 outstanding Shares at June 30, 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)

During the three months ended September 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,697,832 outstanding Shares at June 30, 2024 to 847,832 outstanding Shares at September 30, 2024.

of the daily performance of the Bloomberg Silver Subindex SM

By comparison, during the three months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,091,329 outstanding Shares at March 31, 2023 to 941,329 outstanding Shares at June 30, 2023.

By comparison, during the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 235,332 outstanding Shares at June 30, 2023 to 197,832 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

For the three months ended June 30, 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 33.3% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 10.0% for the three months ended June 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s rise of 17.8% for the three months ended June 30, 2024, as compared to the benchmark’s decline of 5.1% for the three months ended June 30, 2023, can be attributed to an increase in the value of the silver futures contracts during the period ended June 30, 2024.

For the three months ended September 30, 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 15.3% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV increase of 4.6% for the three months ended September 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

The benchmark’s rise of 6.3% for the three months ended September 30, 2024, as compared to the benchmark’s decline of 2.6% for the three months ended September 30, 2023, can be attributed to an increase in the value of the silver futures contracts during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

4 unchanged sentences

Net Income (loss)

The Fund’s net income decreased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to an increase in the value of futures prices during the three months ended June 30, 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 reverse Share split for ProShares UltraShort Silver.

ProShares UltraShort Yen*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 398,580 outstanding Shares at March 31, 2024 to 498,580 outstanding Shares at June 30, 2024.

During the three months ended September 30, 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 the inverse (-2x)

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

By comparison, during the three months ended June 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)

The decrease in the Fund’s NAV also resulted in part from a decrease from 997,160 outstanding Shares at June 30, 2024 to 897,160 outstanding Shares at September 30, 2024.

By comparison, during the three months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 797,160 outstanding Shares at June 30, 2023 to 697,160 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.

The increase in the Fund’s NAV was offset by a decrease from 448,580 outstanding Shares at March 31, 2023 to 398,580 outstanding Shares at June 30, 2023.

For the three months ended June 30, 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 16.3% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 21.4% for the three months ended June 30, 2023, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

dollar during the period ended June 30, 2024.

For the three months ended September 30, 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 18.3% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV increase of 10.5% for the three months ended September 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

dollar during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

3 unchanged sentences

Net Income (loss)

The Fund’s net income increased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a decrease in the value of the Japanese yen versus the U.S.

dollar, during the three months ended June 30, 2024.

dollar during the three months ended September 30, 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 Yen.

ProShares VIX Mid-Term

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the three months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 5,337,403 outstanding Shares at March 31, 2024 to 2,337,403 outstanding Shares at June 30, 2024.

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 the daily performance of the S&P 500 VIX Mid-Term

During the three months ended September 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 2,337,403 outstanding Shares at June 30, 2024 to 2,587,403 outstanding Shares at September 30, 2024.

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 Mid-Term

Futures Index.

By comparison, 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.

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.

The decrease in the Fund’s NAV also resulted in part from a decrease from 2,512,403 outstanding Shares at March 31, 2023 to 2,412,403 outstanding Shares at June 30, 2023.

For the three months ended June 30, 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 9.9% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 23.5% for the three months ended June 30, 2023, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s decline of 9.5% for the three months ended June 30, 2024, as compared to the benchmark’s decline of 23.1% for the three months ended June 30, 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 June 30, 2024.

For the three months ended September 30, 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 increase of 5.5% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 5.2% for the three months ended September 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

The benchmark’s rise of 5.8% for the three months ended September 30, 2024, as compared to the benchmark’s decline of 4.6% for the three months ended September 30, 2023, can be attributed to an increase in the value of the futures contracts that made the S&P 500 VIX Mid-Term

Futures Index during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

5 unchanged sentences

Net Income (loss)

The Fund’s net income increased for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a lesser decrease in the value of the futures prices during the three months ended June 30, 2024.

ProShares VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary performance information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

The decrease in the Fund’s NAV was offset by an increase from 12,600,947 outstanding Shares at March 31, 2024 to 13,700,947 outstanding Shares at June 30, 2024.

By comparison, during the three months ended June 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 5,021,565 outstanding Shares at March 31, 2023 to 9,226,565 outstanding Shares at June 30, 2023.

For the three months ended June 30, 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 16.2% for the three months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 44.8% for the three months ended June 30, 2023, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the three months ended June 30, 2024.

The benchmark’s decline of 15.8% for the three months ended June 30, 2024, as compared to the benchmark’s decline of 44.4% for the three months ended June 30, 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 June 30, 2024.

During the three months ended September 30, 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 the daily performance of the S&P 500 VIX Short-Term Futures Index.

The increase in the Fund’s NAV was offset by a decrease from 3,425,237 outstanding Shares at June 30, 2024 to 3,337,737 outstanding Shares at September 30, 2024.

By comparison, 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 2,306,641 outstanding Shares at June 30, 2023 to 2,268,987 outstanding Shares at September 30, 2023.

For the three months ended September 30, 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 increase of 13.0% for the three months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 6.6% for the three months ended September 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the three months ended September 30, 2024.

The benchmark’s rise of 13.7% for the three months ended September 30, 2024, as compared to the benchmark’s decline of 6.1% for the three months ended September 30, 2023, can be attributed to an increase in the value of the near-term futures contracts on the VIX futures curve during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the three months ended June 30, 2024 and 2023:

The following table provides summary income information for the Fund for the three months ended September 30, 2024 and 2023:

Three Months Ended

June 30, 2024

September 30, 2024

Three Months Ended

June 30, 2023

September 30, 2023

Net investment income (loss)

5 unchanged sentences

Net Income (loss)

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

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 VIX Short-Term Futures ETF.

Results of Operations for the Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023

Results of Operations for the Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

ProShares Short VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the six months ended June 30, 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

During the nine months ended September 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 5,168,614 outstanding Shares at December 31, 2023 to 7,268,614 outstanding Shares at September 30, 2024.

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 one-half

the inverse (-0.5x)

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

The increase in the Fund’s NAV was offset by a decrease from 5,168,614 outstanding Shares at December 31, 2023 to 4,868,614 outstanding Shares at June 30, 2024.

By comparison, during the six months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 11,568,614 outstanding Shares at December 31, 2022 to 6,668,614 outstanding Shares at June 30, 2023.

By comparison, during the nine months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 11,568,614 outstanding Shares at December 31, 2022 to 6,068,614 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

1 unchanged sentence

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

For the six months ended June 30, 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 18.7% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 44.2% for the six months ended June 30, 2023, was primarily due to lesser appreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s decline of 29.4% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 55.7% for the six months ended June 30, 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 June 30, 2024.

For the nine months ended September 30, 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 decrease of 3.0% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV increase of 46.9% for the nine months ended September 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

The benchmark’s decline of 19.7% for the nine months ended September 30, 2024, as compared to the benchmark’s decline of 58.4% for the nine months ended September 30, 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 September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

1 unchanged sentence

Brokerage commission

Futures account fees

Net realized gain (loss)

1 unchanged sentence

Net Income (loss)

The Fund’s net income decreased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a lesser decrease in the value of futures prices during the six months ended June 30, 2024.

The Fund’s net income decreased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to a lesser decrease in the value of futures prices during the nine months ended September 30, 2024.

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

2 unchanged sentences

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the six months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 24,843,096 outstanding Shares at December 31, 2023 to 15,743,096 outstanding Shares at June 30, 2024.

During the nine months ended September 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 24,843,096 outstanding Shares at December 31, 2023 to 23,393,096 outstanding Shares at September 30, 2024.

The decrease 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 Commodity Balanced WTI Crude Oil Index SM

By comparison, 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 six months ended June 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 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 31,093,096 outstanding Shares at June 30, 2023.

For the six months ended June 30, 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 27.5% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 21.5% for the six months ended June 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s rise of 13.3% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 9.5% for the six months ended June 30, 2023, can be attributed to an increase in the value of WTI Crude Oil during the period ended June 30, 2024.

For the nine months ended September 30, 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 3.5% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV increase of 16.5% for the nine months ended September 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

The benchmark’s decline of 1.0% for the nine months ended September 30, 2024, as compared to the benchmark’s rise of 10.5% for the nine months ended September 30, 2023, can be attributed to a decrease in the value of WTI Crude Oil during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

4 unchanged sentences

Net Income (loss)

The Fund’s net income increased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to an increase in the value of WTI Crude Oil during the six months ended June 30, 2024.

The Fund’s net income decreased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to a decrease in the value of WTI Crude Oil during the nine months ended September 30, 2024.

ProShares Ultra Bloomberg Natural Gas*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

NAV end of period

1,141,021,278

Percentage change in NAV

9 unchanged sentences

Benchmark annualized volatility

During the six months ended June 30, 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 34,668,544 outstanding Shares at June 30, 2024.

By comparison, during the six months ended June 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 16,421,876 outstanding Shares at June 30, 2023.

During the nine months ended September 30, 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 5,113,709 outstanding Shares at December 31, 2023 to 11,103,709 outstanding Shares at September 30, 2024.

By comparison, during the nine months ended September 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 322,875 outstanding Shares at December 31, 2022 to 3,223,709 outstanding Shares at September 30, 2023.

For the six months ended June 30, 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 45.4% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 80.9% for the six months ended June 30, 2023, was primarily due to lesser depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s decline of 18.8% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 49.3% for the six months ended June 30, 2023, can be attributed to a lesser decrease in the value of Henry Hub Natural Gas during the period ended June 30, 2024.

For the nine months ended September 30, 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 58.9% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 85.1% for the nine months ended September 30, 2023, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

The benchmark’s decline of 27.1% for the nine months ended September 30, 2024, as compared to the benchmark’s decline of 54.0% for the nine months ended September 30, 2023, can be attributed to a lesser decrease in the value of Henry Hub Natural Gas during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

7 unchanged sentences

(1,230,421,982

The Fund’s net income increased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a lesser decrease in the value of Henry Hub Natural Gas during the six months ended June 30, 2024.

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

The Fund’s net income increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to a lesser decrease in the value of Henry Hub Natural Gas during the nine months ended September 30, 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 Bloomberg Natural Gas.

1 unchanged sentence

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the six months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 600,000 outstanding Shares at December 31, 2023 to 500,000 outstanding Shares at June 30, 2024.

During the nine months ended September 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 600,000 outstanding Shares at December 31, 2023 to 450,000 outstanding Shares at September 30, 2024.

By comparison, 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 six months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 950,000 outstanding Shares at December 31, 2022 to 650,000 outstanding Shares at June 30, 2023.

For the six months ended June 30, 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 5.6% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 2.9% for the six months ended June 30, 2023, was primarily due to depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s decline of 3.0% for the six months ended June 30, 2024, as compared to the benchmark’s rise of 1.9% for the six months ended June 30, 2023, can be attributed to a decrease in the value of the euro versus the U.S.

dollar during the period ended June 30, 2024.

For the nine months ended September 30, 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 2.0% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 3.5% for the nine months ended September 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

The benchmark’s rise of 0.8% for the nine months ended September 30, 2024, as compared to the benchmark’s decline of 1.2% for the nine months ended September 30, 2023, can be attributed to an increase in the value of the euro versus the U.S.

dollar during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

3 unchanged sentences

Net Income (loss)

The Fund’s net income decreased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a decrease in the value of the euro versus the U.S.

dollar during the six months ended June 30, 2024.

The Fund’s net income increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to an increase in the value of the euro versus the U.S.

dollar during the nine months ended September 30, 2024.

ProShares Ultra Gold

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

The increase in the Fund’s NAV was offset by a decrease from 3,000,000 outstanding Shares at December 31, 2023 to 2,800,000 outstanding Shares at June 30, 2024.

By comparison, during the six months ended June 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 (2x) the daily performance of the Bloomberg Gold Subindex SM

The increase in the Fund’s NAV was offset by a decrease from 3,150,000 outstanding Shares at December 31, 2022 to 3,100,000 outstanding Shares at June 30, 2023.

For the six months ended June 30, 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 21.1% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 5.9% for the six months ended June 30, 2023, was primarily due to greater appreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s rise of 12.7% for the six months ended June 30, 2024, as compared to the benchmark’s rise of 5.4% for the six months ended June 30, 2023, can be attributed to a greater increase in the value of gold futures contracts during the period ended June 30, 2024.

During the nine months ended September 30, 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 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 3,000,000 outstanding Shares at December 31, 2023 to 3,100,000 outstanding Shares at September 30, 2024.

By comparison, 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.

For the nine months ended September 30, 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 51.0% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 4.3% for the nine months ended September 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

The benchmark’s rise of 27.2% for the nine months ended September 30, 2024, as compared to the benchmark’s rise of 1.3% for the nine months ended September 30, 2023, can be attributed to a greater increase in the value of gold futures contracts during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

4 unchanged sentences

Net Income (loss)

The Fund’s net income increased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a greater increase in the value of gold futures contracts during the six months ended June 30, 2024.

The Fund’s net income increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to a greater increase in futures prices, during the nine months ended September 30, 2024.

ProShares Ultra Silver

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

The increase in the Fund’s NAV also resulted in part from an increase from 14,296,526 outstanding Shares at December 31, 2023 to 15,246,526 outstanding Shares at June 30, 2024.

The decrease in the Fund’s NAV also resulted in part from the timing of shareholder activity, which was offset by an increase from 13,046,526 outstanding Shares at December 31, 2022 to 13,196,526 outstanding Shares at June 30, 2023.

For the six months ended June 30, 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 37.2% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 14.8% for the six months ended June 30, 2023, was primarily due to appreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s rise of 22.3% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 4.4% for the six months ended June 30, 2023, can be attributed to an increase in the value of silver futures contracts during the period ended June 30, 2024.

The increase in the Fund’s NAV also resulted in part from an increase from 14,296,526 outstanding Shares at December 31, 2023 to 16,446,526 outstanding Shares at September 30, 2024.

By comparison, 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

For the nine months ended September 30, 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 48.6% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 22.0% for the nine months ended September 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

The benchmark’s rise of 30.0% for the nine months ended September 30, 2024, as compared to the benchmark’s decline of 6.9% for the nine months ended September 30, 2023, can be attributed to an increase in the value of silver futures contracts during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

4 unchanged sentences

Net Income (loss)

The Fund’s net income increased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to an increase in the value of futures prices during the six months ended June 30, 2024.

The Fund’s net income increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to an increase in the value of futures prices during the nine months ended September 30, 2024.

ProShares Ultra VIX Short-Term Futures ETF

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

11 unchanged sentences

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 8,264,891 outstanding Shares at December 31, 2023 to 9,843,643 outstanding Shares at June 30, 2024.

The decrease in the Fund’s NAV was offset by an increase from 8,264,892 outstanding Shares at December 31, 2023 to 11,443,643 outstanding Shares at September 30, 2024.

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 1,861,568 outstanding Shares at December 31, 2022 to 4,195,568 outstanding Shares at June 30, 2023.

For the six months ended June 30, 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 44.1% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 73.1% for the six months ended June 30, 2023, was primarily due to lesser depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The decrease in the Fund’s NAV was offset by an increase from 1,861,568 outstanding Shares at December 31, 2022 to 3,494,892 outstanding Shares at September 30, 2023

For the nine months ended September 30, 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 40.8% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 76.4% for the nine months ended September 30, 2023, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

5 unchanged sentences

Net Income (loss)

The Fund’s net income increased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a lesser decrease in the value of futures prices during the six months ended June 30, 2024.

(141,365,058)

(678,999,178)

The Fund’s net income increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to a lesser decrease in the value of futures prices during the nine months ended September 30, 2024.

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

2 unchanged sentences

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the six months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 1,099,970 outstanding Shares at December 31, 2023 to 2,199,970 outstanding Shares at June 30, 2024.

During the nine months ended September 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 1,099,970 outstanding Shares at December 31, 2023 to 2,149,970 outstanding Shares at September 30, 2024.

The decrease in the Fund’s NAV was offset by an increase from 399,970 outstanding Shares at December 31, 2022 to 449,970 outstanding.

For the six months ended June 30, 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 26.3% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 20.7% for the six months ended June 30, 2023, was primarily due to greater depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s decline of 12.4% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 9.0% for the six months ended June 30, 2023, can be attributed to a greater decrease in the value of the Japanese yen versus the U.S.

dollar during the period ended June 30, 2024.

By comparison, 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.

For the nine months ended September 30, 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 9.8% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 27.6% for the nine months ended September 30, 2023, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

The benchmark’s decline of 1.9% for the nine months ended September 30, 2024, as compared to the benchmark’s decline of 12.2% for the nine months ended September 30, 2023, 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, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

3 unchanged sentences

Net Income (loss)

The Fund’s net income decreased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a greater 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 six months ended June 30, 2024.

dollar during the nine months ended September 30, 2024.

ProShares UltraShort Bloomberg Crude Oil

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the nine months ended September 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 9,105,220 outstanding Shares at December 31, 2023 to 4,955,220 outstanding Shares at September 30, 2024.

of 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 9,105,220 outstanding Shares at December 31, 2023 to 11,405,220 outstanding Shares at June 30, 2024.

By comparison, during the six months ended June 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 9,305,220 outstanding Shares at December 31, 2022 to 4,405,220 outstanding Shares at June 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)

By comparison, 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

For the six months ended June 30, 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 25.0% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 7.1% for the six months ended June 30, 2023, was primarily due to depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

For the nine months ended September 30, 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 5.9% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 29.6% for the nine months ended September 30, 2023, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

4 unchanged sentences

Net Income (loss)

The Fund’s net income decreased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to an increase in the value of WTI Crude Oil, during the six months ended June 30, 2024.

The Fund’s net income increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to a decrease in the value of WTI Crude Oil, during the nine months ended September 30, 2024.

ProShares UltraShort Bloomberg Natural Gas

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the six months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 2,933,712 outstanding Shares at December 31, 2023 to 2,983,712 outstanding Shares at June 30, 2024.

During the nine months ended September 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 2,933,712 outstanding Shares at December 31, 2023 to 2,433,712 outstanding Shares at September 30, 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 Bloomberg Natural Gas Subindex SM

By comparison, during the nine months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 9,933,712 outstanding Shares at December 31, 2022 to 3,633,712 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

The increase in the Fund’s NAV was offset by a decrease from 9,933,712 outstanding Shares at December 31, 2022 to 5,133,712 outstanding Shares at June 30, 2023.

For the six months ended June 30, 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 2.8% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 103.9% for the six months ended June 30, 2023, was primarily due to lesser appreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

For the nine months ended September 30, 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 13.5% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV increase of 127.7% for the nine months ended September 30, 2023, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

5 unchanged sentences

Net Income (loss)

The Fund’s net income decreased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a lesser decrease in the value of Henry Hub Natural Gas during the six months ended June 30, 2024.

The Fund’s net income decreased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to a lesser decrease in the value of Henry Hub Natural Gas during the nine months ended September 30, 2024.

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

2 unchanged sentences

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the six months ended June 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,350,000 outstanding Shares at December 31, 2023 to 1,200,000 outstanding Shares at June 30, 2024.

During the nine months ended September 30, 2024, the decrease in the Fund’s NAV resulted primarily from a decrease from 1,350,000 outstanding Shares at December 31, 2023 to 1,100,000 outstanding Shares at September 30, 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 six months ended June 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 1,750,000 outstanding Shares at June 30, 2023.

By comparison, 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.

For the six months ended June 30, 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 9.2% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 1.2% for the six months ended June 30, 2023, was primarily due to an appreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

dollar during the period ended June 30, 2024.

For the nine months ended September 30, 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 2.6% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV increase of 6.7% for the nine months ended September 30, 2023, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

dollar during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

3 unchanged sentences

Net Income (loss)

The Fund’s net income increased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a decrease in the value of the euro versus the U.S.

dollar during the six months ended June 30, 2024.

The Fund’s net income decreased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to an increase in the value of the euro versus the U.S.

dollar during the nine months ended September 30, 2024.

ProShares UltraShort Gold

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the six months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 446,977 outstanding Shares at December 31, 2023 to 746,977 outstanding Shares at June 30, 2024.

During the nine months ended September 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 446,977 outstanding Shares at December 31, 2023 to 1,046,977 outstanding Shares at September 30, 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 six months ended June 30, 2023, the increase in the Fund’s NAV resulted primarily from an increase from 496,977 outstanding Shares at December 31, 2022 to 546,977 outstanding Shares at June 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)

By comparison, 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

For the six months ended June 30, 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 18.2% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 7.1% for the six months ended June 30, 2023, was primarily due to greater depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

For the nine months ended September 30, 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 34.6% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV increase of 3.4% for the nine months ended September 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

4 unchanged sentences

Net Income (loss)

The Fund’s net income decreased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a greater increase in the value of the futures prices during the six months ended June 30, 2024.

The Fund’s net income decreased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to a greater increase in the value of the futures prices during the nine months ended September 30, 2024.

ProShares UltraShort Silver*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the six months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 3,591,329 outstanding Shares at December 31, 2023 to 6,791,329 outstanding Shares at June 30, 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 Silver Subindex SM

By comparison, during the six months ended June 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 941,329 outstanding Shares at June 30, 2023.

The decrease in the Fund’s NAV also resulted in part from a decrease from 897,832 outstanding Shares at December 31, 2023 to 847,832 outstanding Shares at September 30, 2024.

By comparison, during the nine months ended September 30, 2023, the decrease in the Fund’s NAV resulted primarily from a decrease from 410,332 outstanding Shares at December 31, 2022 to 197,832 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

For the six months ended June 30, 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 38.2% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 5.3% for the six months ended June 30, 2023, was primarily due to depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s rise of 22.3% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 4.4% for the six months ended June 30, 2023, can be attributed to an increase in the value of the silver futures contracts during the period ended June 30, 2024.

For the nine months ended September 30, 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 47.6% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV increase of 10.2% for the nine months ended September 30, 2023, was primarily due to a depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

The benchmark’s rise of 30.0% for the nine months ended September 30, 2024, as compared to the benchmark’s decline of 6.9% for the nine months ended September 30, 2023, can be attributed to an increase in the value of the silver futures contracts during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

4 unchanged sentences

Net Income (loss)

The Fund’s net income decreased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to an increase in the value of futures prices during the six months ended June 30, 2024.

The Fund’s net income decreased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to an increase in the value of futures prices during the nine months ended September 30, 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 reverse Share split for ProShares UltraShort Silver.

ProShares UltraShort Yen*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the six months ended June 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 348,580 outstanding Shares at December 31, 2023 to 498,580 outstanding Shares at June 30, 2024.

During the nine months ended September 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 697,160 outstanding Shares at December 31, 2023 to 897,160 outstanding Shares at September 30, 2024.

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

By comparison, 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.

There was no net change in the Fund’s outstanding Shares from December 31,2022 to June 30, 2023.

For the six months ended June 30, 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 38.3% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV increase of 26.6% for the six months ended June 30, 2023, was primarily due to greater appreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

dollar during the period ended June 30, 2024.

The increase in the Fund’s NAV was offset by a decrease from 797,160 outstanding Shares at December 31, 2022 to 697,160 outstanding Shares at September 30, 2023

For the nine months ended September 30, 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 13.0% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV increase of 39.9% for the nine months ended September 30, 2023, was primarily due to a lesser appreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

dollar during the period ended September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

3 unchanged sentences

Net Income (loss)

The Fund’s net income increased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a greater decrease in the value of the Japanese yen versus the U.S.

dollar during the six months ended June 30, 2024.

dollar during the nine months ended September 30, 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 Yen.

ProShares VIX Mid-Term

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the nine months ended September 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 2,262,403 outstanding Shares at December 31, 2023 to 2,587,403 outstanding Shares at September 30, 2024.

Futures Index.

The decrease in the Fund’s NAV was offset by an increase from 2,262,403 outstanding Shares at December 31, 2023 to 2,337,403 outstanding Shares at June 30, 2024.

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 2,412,403 outstanding Shares at June 30, 2023.

For the six months ended June 30, 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 14.6% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 32.6% for the six months ended June 30, 2023, was primarily due to lesser depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s decline of 13.8% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 31.9% for the six months ended June 30, 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 June 30, 2024.

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

For the nine months ended September 30, 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 10.0% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 36.1% for the nine months ended September 30, 2023, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

The benchmark’s decline of 8.8% for the nine months ended September 30, 2024, as compared to the benchmark’s decline of 35.0% for the nine months ended September 30, 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 September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

5 unchanged sentences

Net Income (loss)

The Fund’s net income increased for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a lesser decrease in the value of the futures prices during the six months ended June 30, 2024.

The Fund’s net income increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to a lesser decrease in the value of the futures prices during the nine months ended September 30, 2024.

ProShares VIX Short-Term Futures ETF*

Fund Performance

The following table provides summary performance information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary performance information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

NAV beginning of period

11 unchanged sentences

Benchmark annualized volatility

During the six months ended June 30, 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 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 10,150,947 outstanding Shares at December 31, 2023 to 13,700,947 outstanding Shares at June 30, 2024.

By comparison, during the six months ended June 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 9,226,565 outstanding Shares at June 30, 2023

For the six months ended June 30, 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 30.1% for the six months ended June 30, 2024, as compared to the Fund’s per Share NAV decrease of 56.2% for the six months ended June 30, 2023, was primarily due to lesser depreciation in the value of the assets held by the Fund during the six months ended June 30, 2024.

The benchmark’s decline of 29.4% for the six months ended June 30, 2024, as compared to the benchmark’s decline of 55.7% for the six months ended June 30, 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 June 30, 2024.

During the nine months ended September 30, 2024, the increase in the Fund’s NAV resulted primarily from an increase from 2,537,737 outstanding Shares at December 31, 2023 to 3,337,737 outstanding Shares at September 30, 2024.

By comparison, 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 1,169,141 outstanding Shares at December 31, 2022 to 2,268,987 outstanding Shares at September 30, 2023

For the nine months ended September 30, 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 21.0% for the nine months ended September 30, 2024, as compared to the Fund’s per Share NAV decrease of 59.1% for the nine months ended September 30, 2023, was primarily due to a lesser depreciation in the value of the assets held by the Fund during the nine months ended September 30, 2024.

The benchmark’s decline of 19.7% for the nine months ended September 30, 2024, as compared to the benchmark’s decline of 58.4% for the nine months ended September 30, 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 September 30, 2024.

Net Income/Loss

The following table provides summary income information for the Fund for the six months ended June 30, 2024 and 2023:

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

The following table provides summary income information for the Fund for the nine months ended September 30, 2024 and 2023:

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

Net investment income (loss)

5 unchanged sentences

Net Income (loss)

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

The Fund’s net income increased for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to a lesser decrease in the value of the futures prices during the nine months ended September 30, 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 VIX Short-Term Futures ETF.

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