What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-09 compared with 2024-11-18 · 344 added, 994 removed, 2630 unchanged (34% of the section changed)

21 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30,

(As Restated)

March 31, 2025

December 31, 2024

Short-term U.S.

4 unchanged sentences

Liabilities and shareholders’ equity

Payable for capital shares redeemed

Payable on open futures contracts

Brokerage commissions and futures account fees payable

Payable to Sponsor

Payable to Sponso

Total liabilities

9 unchanged sentences

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Principal Amount

5 unchanged sentences

4.249 % due 06/12/25

5.120 % due 11/05/24

4.801 % due 11/19/24

Total short-term U.S.

government and agency obligations

(cost $ 224,220,194 )

government and agency obligations (cost $ 89,383,487 )

Futures Contracts Sold

1 unchanged sentence

(Depreciation)/Value

VIX Futures - Cboe, expires October 2024

VIX Futures - Cboe, expires November 2024

VIX Futures - Cboe, expires April 2025

VIX Futures - Cboe, expires May 2025

Rates shown represent discount rate at the time of purchase.

3 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

1 unchanged sentence

Brokerage commissions

Futures account fees

Futures accounts fees

Total expenses

17 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

Addition of 12,300,000 , 1,300,000 , 15,050,000 and 7,300,000 shares, respectively (Note 1)

Redemption of 9,900,000 , 1,900,000 , 12,950,000 and 12,800,000 shares, respectively (Note 1)

( 489,475,550

( 656,627,699

Addition of 2,250,000 and 2,400,000 shares, respectively

Redemption of 2,500,000 and 2,000,000 shares, respectively

( 123,933,194

Net addition (redemption) of 2,400,000 , ( 600,000 ), 2,100,000 and ( 5,500,000 ) shares, respectively (Note 1)

( 107,892,397

Net addition (redemption) of ( 250,000

) and 400,000 shares, respectively

Net investment income (loss)

6 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

(As Restated)

Three Months Ended

Cash flow from operating activities

23 unchanged sentences

Net cash provided by (used in) financing activities

( 200,322,598

Net increase (decrease) in cash

4 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30, 2024

March 31, 2025

December 31, 2024

Short-term U.S.

3 unchanged sentences

Unrealized appreciation on swap agreements

Receivable from capital shares sold

Receivable on open futures contracts

3 unchanged sentences

Payable on open futures contracts

Brokerage commissions and futures account fees payable

Payable to Sponsor

Payable to Sponso

Total liabilities

9 unchanged sentences

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Principal Amount

6 unchanged sentences

4.249 % due 06/12/25 †

4.801 % due 11/19/24

Total short-term U.S.

government and agency obligations

(cost $ 328,525,485 )

government and agency obligations (cost $ 188,868,730 )

Futures Contracts Purchased

1 unchanged sentence

(Depreciation)/Value

WTI Crude Oil - NYMEX, expires December 2024

WTI Crude Oil - NYMEX, expires June 2025

WTI Crude Oil - NYMEX, expires December 2025

WTI Crude Oil - NYMEX, expires June 2026

Total Return Swap Agreements ^

10 unchanged sentences

All or partial amount pledged as collateral for swap agreements.

The positions and counterparties herein are as of September 30, 2024.

The positions and counterparties herein are as of March 31, 2025.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

1 unchanged sentence

Rates shown represent discount rate at the time of purchase.

Reflects the floating financing rate, as of September 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Reflects the floating financing rate, as of March 31, 2025, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Total Return Swap Agreements payment is due at termination/maturity.

5 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

17 unchanged sentences

Net realized and unrealized gain (loss)

( 125,867,824

Net income (loss)

( 121,125,079

See accompanying notes to financial statements.

2 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

3 unchanged sentences

( 316,342,945

( 798,465,439

( 1,268,842,554

Net addition (redemption) of ( 3,100,000 ) and ( 6,850,000 ) shares, respectively

1 unchanged sentence

( 207,303,118

( 456,128,770

Net investment income (loss)

2 unchanged sentences

Net income (loss)

( 121,125,079

Shareholders’ equity, end of period

2 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

Cash flow from operating activities

7 unchanged sentences

government and agency obligations

1,094,650,743

9,194,559,106

Net amortization and accretion on short-term U.S.

15 unchanged sentences

( 105,825,726

( 202,048,096

Net increase (decrease) in cash

6 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30, 2024

(As Restated)

March 31, 2025

December 31, 2024

Short-term U.S.

5 unchanged sentences

Liabilities and shareholders’ equity

Payable for capital shares redeemed

Payable on open futures contracts

Brokerage commissions and futures account fees payable

Payable to Sponsor

Payable to Sponso

Total liabilities

3 unchanged sentences

Total liabilities and shareholders’ equity

Shares outstanding (Note 8)

Net asset value per share (Note 8)

Market value per share (Note 8) (Note 2)

Shares outstanding

Net asset value per share

Market value per share (Note 2)

See accompanying notes to financial statements.

1 unchanged sentence

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Principal Amount

5 unchanged sentences

4.249 % due 06/12/25

5.120 % due 11/05/24

4.801 % due 11/19/24

Total short-term U.S.

government and agency obligations

(cost $ 323,763,134 )

government and agency obligations (cost $ 99,194,871 )

Futures Contracts Purchased

1 unchanged sentence

(Depreciation)/Value

Natural Gas - NYMEX, expires November 2024

1,304,417,980

Natural Gas - NYMEX, expires May 2025

Rates shown represent discount rate at the time of purchase.

3 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

1 unchanged sentence

Brokerage commissions

Futures account fees

Futures accounts fees

Total expenses

4 unchanged sentences

( 242,180,914

( 402,539,202

( 1,418,539,604

Swap agreements

Short-term U.S.

government and agency obligations

Net realized gain (loss)

( 242,180,914

( 402,539,202

( 1,441,441,743

Change in net unrealized appreciation (depreciation) on

1 unchanged sentence

( 136,379,348

Swap agreements

Short-term U.S.

4 unchanged sentences

( 378,573,869

( 173,392,209

( 338,935,818

( 1,246,866,654

Net income (loss)

( 374,363,233

( 167,358,156

( 325,551,071

( 1,230,421,982

See accompanying notes to financial statements.

2 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

1,141,021,278

Addition of 10,350,000 , 2,590,000 , 23,240,000 and 9,143,000 shares, respectively (Note 1) (Note 8)

1,667,588,651

3,899,918,459

Redemption of 6,180,000 , 2,650,666 , 17,250,000 and 6,242,166 shares, respectively (Note 1) (Note 8)

( 331,187,266

( 842,417,287

( 1,420,109,283

Addition of 5,300,000 and 8,020,000 shares, respectively

Redemption of 9,800,000 and 4,290,000 shares, respectively

( 685,446,154

Net addition (redemption) of 4,170,000 , ( 60,666 ), 5,990,000 and 2,900,834 shares, respectively (Note 1) (Note 8)

( 505,305,965

Net addition (redemption) of ( 4,500,000 ) and 3,730,000 shares, respectively

( 346,127,638

2 unchanged sentences

( 242,180,914

( 402,539,202

( 1,441,441,743

Change in net unrealized appreciation (depreciation)

2 unchanged sentences

( 374,363,233

( 167,358,156

( 325,551,071

( 1,230,421,982

Shareholders’ equity, end of period

2 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

(As Restated)

Three Months Ended

Cash flow from operating activities

1 unchanged sentence

( 374,363,233

( 1,230,421,982

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

2 unchanged sentences

( 343,123,466

( 10,927,044,661

Proceeds from sales or maturities of short-term U.S.

government and agency obligations

10,897,274,725

Net amortization and accretion on short-term U.S.

government and agency obligations

Net realized (gain) loss on investments

Change in unrealized (appreciation) depreciation on investments

6 unchanged sentences

( 325,865,607

( 1,289,656,094

Cash flow from financing activities

Proceeds from addition of shares

1,671,870,576

3,899,918,459

Payment on shares redeemed

5 unchanged sentences

( 197,485,300

( 157,759,566

Cash, beginning of period

3 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30, 2024

March 31, 2025

December 31, 2024

3 unchanged sentences

Liabilities and shareholders’ equity

Payable to Sponsor

Payable to Sponso

Unrealized depreciation on foreign currency forward contracts

10 unchanged sentences

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Foreign Currency Forward Contracts ^

7 unchanged sentences

Euro with UBS AG

Total Unrealized

Total Unrealized Appreciation

Contracts to Sell

1 unchanged sentence

Euro with UBS AG

Total Unrealized Depreciation

The positions and counterparties herein are as of September 30, 2024.

Total Unrealized Appreciation

The positions and counterparties herein are as of March 31, 2025.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

4 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

15 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

10 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

Cash flow from operating activities

15 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30, 2024

March 31, 2025

December 31, 2024

2 unchanged sentences

Segregated cash balances with brokers for futures contracts

Segregated cash balances with brokers for swap agreements

Unrealized appreciation on swap agreements

Receivable on open futures contracts

Interest receivable

Liabilities and shareholders’ equity

Payable for capital shares redeemed

Payable on open futures contracts

Payable to Sponsor

Payable to Sponso

Unrealized depreciation on swap agreements

Total liabilities

9 unchanged sentences

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Principal Amount

6 unchanged sentences

4.249 % due 06/12/25 †

4.801 % due 11/19/24

Total short-term U.S.

government and agency obligations

(cost $ 224,142,488 )

government and agency obligations (cost $ 248,399,602 )

Futures Contracts Purchased

1 unchanged sentence

(Depreciation)/Value

Gold Futures - COMEX, expires December 2024

Gold Futures - COMEX, expires June 2025

Total Return Swap Agreements ^

Notional Amount

(Depreciation)/

(Depreciation)/Value

Swap agreement with Citibank, N.A.

4 unchanged sentences

All or partial amount pledged as collateral for swap agreements.

The positions and counterparties herein are as of September 30, 2024.

The positions and counterparties herein are as of March 31, 2025.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

1 unchanged sentence

Rates shown represent discount rate at the time of purchase.

Reflects the floating financing rate, as of September 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Reflects the floating financing rate, as of March 31, 2025, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Total Return Swap Agreements payment is due at termination/maturity.

5 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

22 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

1 unchanged sentence

Redemption of 200,000 and 450,000 shares, respectively

( 119,206,177

Net addition (redemption) of 650,000 and – shares, respectively

7 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

Cash flow from operating activities

19 unchanged sentences

Payment on shares redeemed

( 114,385,981

Net cash provided by (used in) financing activities

5 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30, 2024

March 31, 2025

Short-term U.S.

3 unchanged sentences

Unrealized appreciation on swap agreements

Receivable from capital shares sold

Securities sold receivable

Receivable on open futures contracts

Interest receivable

2 unchanged sentences

Payable on open futures contracts

Payable to Sponsor

Payable to Sponso

Unrealized depreciation on swap agreements

10 unchanged sentences

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Principal Amount

6 unchanged sentences

4.249 % due 06/12/25 †

4.801 % due 11/19/24

Total short-term U.S.

government and agency obligations

(cost $ 348,546,299 )

government and agency obligations (cost $ 337,920,160 )

Futures Contracts Purchased

1 unchanged sentence

(Depreciation)/Value

Silver Futures - COMEX, expires December 2024

Silver Futures - COMEX, expires May 2025

Total Return Swap Agreements ^

7 unchanged sentences

Swap agreement with UBS AG based on Bloomberg Silver Subindex

Total Unrealized

Total Unrealized Appreciation

All or partial amount pledged as collateral for swap agreements.

The positions and counterparties herein are as of September 30, 2024.

The positions and counterparties herein are as of March 31, 2025.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

1 unchanged sentence

Rates shown represent discount rate at the time of purchase.

Reflects the floating financing rate, as of September 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Reflects the floating financing rate, as of March 31, 2025, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Total Return Swap Agreements payment is due at termination/maturity.

5 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

10 unchanged sentences

Net realized gain (loss)

( 129,011,251

Change in net unrealized appreciation (depreciation) on

10 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

2 unchanged sentences

( 246,247,865

( 359,776,072

( 117,305,797

Net addition (redemption) of ( 1,050,000 ) and ( 150,000 ) shares, respectively

1 unchanged sentence

Net realized gain (loss)

( 129,011,251

Change in net unrealized appreciation (depreciation)

4 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

Cash flow from operating activities

7 unchanged sentences

government and agency obligations

2,822,588,221

Net amortization and accretion on short-term U.S.

2 unchanged sentences

Change in unrealized (appreciation) depreciation on investments

Decrease (Increase) in securities sold receivable

Decrease (Increase) in receivable on open futures contracts

Decrease (Increase) in interest receivable

2 unchanged sentences

Net cash provided by (used in) operating activities

( 116,342,886

Cash flow from financing activities

2 unchanged sentences

( 218,802,499

( 118,921,179

Net cash provided by (used in) financing activities

Net increase (decrease) in cash

( 131,433,506

Cash, beginning of period

3 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30, 2024

March 31, 2025

December 31, 2024

(As Restated)

Short-term U.S.

4 unchanged sentences

Liabilities and shareholders’ equity

Payable for capital shares redeemed

Payable on open futures contracts

Brokerage commissions and futures account fees payable

Payable to Sponsor

Payable to Sponso

Total liabilities

9 unchanged sentences

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Principal Amount

5 unchanged sentences

4.367 % due 05/13/25

5.120 % due 11/05/24

Total short-term U.S.

government and agency obligations

(cost $ 64,808,069 )

government and agency obligations (cost $ 49,803,043 )

Futures Contracts Purchased

1 unchanged sentence

(Depreciation)/Value

VIX Futures - Cboe, expires October 2024

VIX Futures - Cboe, expires November 2024

VIX Futures - Cboe, expires April 2025

VIX Futures - Cboe, expires May 2025

Rates shown represent discount rate at the time of purchase.

3 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

1 unchanged sentence

Brokerage commissions

Futures account fees

Futures accounts fees

Total expenses

3 unchanged sentences

Futures contracts

( 142,584,115

( 185,028,990

( 751,122,089

Short-term U.S.

1 unchanged sentence

Net realized gain (loss)

( 142,584,256

( 185,017,536

( 751,125,820

Change in net unrealized appreciation (depreciation) on

4 unchanged sentences

Net realized and unrealized gain (loss)

( 145,467,734

( 685,552,251

Net income (loss)

( 141,365,058

( 678,999,178

See accompanying notes to financial statements.

2 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

Addition of 19,350,000 , 2,680,000 , 29,200,000 and 6,942,000 shares, respectively (Note 1)

1,109,114,165

Redemption of 17,750,000 , 3,380,676 , 26,021,248 and 5,308,676 shares, respectively (Note 1)

( 489,883,673

( 290,433,868

( 776,772,076

Addition of 45,350,000 and 2,820,000 shares, respectively

Redemption of 45,250,000 and 2,240,000 shares, respectively

( 962,720,350

Net addition (redemption) of 1,600,000 , ( 700,676 ), 3,178,752 and 1,633,324 shares, respectively (Note 1)

Net addition (redemption) of 100,000 and 580,000 shares, respectively

Net investment income (loss)

Net realized gain (loss)

( 142,584,256

( 185,017,536

( 751,125,820

Change in net unrealized appreciation (depreciation)

Net income (loss)

( 141,365,058

( 678,999,178

Shareholders’ equity, end of period

2 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

(As Restated)

Three Months Ended

Cash flow from operating activities

Net income (loss)

( 141,365,058

( 678,999,178

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

5 unchanged sentences

government and agency obligations

1,392,250,029

Net amortization and accretion on short-term U.S.

9 unchanged sentences

( 134,770,005

( 715,513,726

Cash flow from financing activities

Proceeds from addition of shares

1,099,388,535

Payment on shares redeemed

( 868,967,930

( 779,905,509

Net cash provided by (used in) financing activities

1 unchanged sentence

( 132,668,893

( 396,030,700

Cash, beginning of period

3 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30, 2024

December 31, 2023

March 31, 2025

Segregated cash balances with brokers for foreign currency forward contracts

2 unchanged sentences

Liabilities and shareholders’ equity

Payable for capital shares redeemed

Payable to Sponsor

Payable to Sponso

Unrealized depreciation on foreign currency forward contracts

10 unchanged sentences

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Foreign Currency Forward Contracts ^

Settlement Date

Contract Amount

7 unchanged sentences

10,126,928,856

Total Unrealized

Total Unrealized Depreciation

Contracts to Sell

4 unchanged sentences

Total Unrealized Appreciation

The positions and counterparties herein are as of September 30, 2024.

The positions and counterparties herein are as of March 31, 2025.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

4 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

15 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

10 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

Cash flow from operating activities

15 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30, 2024

March 31, 2025

December 31, 2024

2 unchanged sentences

Segregated cash balances with brokers for futures contracts

Receivable on open futures contracts

Receivable from capital shares sold

Interest receivable

Liabilities and shareholders’ equity

Payable for capital shares redeemed

Payable on open futures contracts

Brokerage commissions and futures account fees payable

Payable to Sponsor

Payable to Sponso

Total liabilities

9 unchanged sentences

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Principal Amount

6 unchanged sentences

Total short-term U.S.

government and agency obligations

(cost $ 34,919,601 )

government and agency obligations (cost $ 59,565,743 )

Futures Contracts Sold

1 unchanged sentence

(Depreciation)/Value

WTI Crude Oil - NYMEX, expires December 2024

WTI Crude Oil - NYMEX, expires June 2025

WTI Crude Oil - NYMEX, expires December 2025

WTI Crude Oil - NYMEX, expires June 2026

Rates shown represent discount rate at the time of purchase.

3 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

20 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

2 unchanged sentences

( 114,377,370

( 343,230,393

( 526,022,791

Net addition (redemption) of 3,500,000 and 3,300,000 shares, respectively

( 123,137,147

Net investment income (loss)

6 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

Cash flow from operating activities

30 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30, 2024

March 31, 2025

December 31, 2024

(As Restated)

Short-term U.S.

1 unchanged sentence

Segregated cash balances with brokers for futures contracts

Receivable from capital shares sold

Receivable on open futures contracts

1 unchanged sentence

Liabilities and shareholders’ equity

Payable for capital shares redeemed

Payable on open futures contracts

Brokerage commissions and futures account fees payable

Payable to Sponsor

Payable to Sponso

Total liabilities

9 unchanged sentences

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Principal Amount

7 unchanged sentences

Total short-term U.S.

government and agency obligations

(cost $ 44,887,800 )

government and agency obligations (cost $ 348,035,730 )

Futures Contracts Sold

1 unchanged sentence

(Depreciation)/Value

Natural Gas - NYMEX, expires November 2024

Natural Gas - NYMEX, expires May 2025

1,147,718,160

Rates shown represent discount rate at the time of purchase.

3 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

1 unchanged sentence

Brokerage commissions

Futures account fees

Futures accounts fees

Total expenses

3 unchanged sentences

Futures contracts

( 221,827,712

Short-term U.S.

1 unchanged sentence

Net realized gain (loss)

( 221,827,712

Change in net unrealized appreciation (depreciation) on

4 unchanged sentences

Net realized and unrealized gain (loss)

( 236,425,749

Net income (loss)

( 233,620,058

See accompanying notes to financial statements.

2 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

Addition of 2,700,000 , 11,000,000 , 16,700,000 and 38,700,000 shares, respectively (Note 1)

1,128,672,428

Redemption of 3,250,000 , 12,500,000 , 17,200,000 and 45,000,000 shares, respectively (Note 1)

( 217,256,870

Addition of 47,000,000 and 6,600,000 shares, respectively

1,166,645,827

Redemption of 23,850,000 and 8,300,000 shares, respectively

( 620,112,444

( 445,959,360

Net addition (redemption) of ( 550,000 ), ( 1,500,000 ), ( 500,000 ) and ( 6,300,000 ) shares, respectively (Note 1)

Net addition (redemption) of 23,150,000 and ( 1,700,000 ) shares, respectively

( 115,904,186

1 unchanged sentence

Net realized gain (loss)

( 221,827,712

Change in net unrealized appreciation (depreciation)

Net income (loss)

( 233,620,058

Shareholders’ equity, end of period

2 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

(As Restated)

Three Months Ended

Cash flow from operating activities

Net income (loss)

( 233,620,058

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

2 unchanged sentences

( 646,107,653

( 228,632,508

Proceeds from sales or maturities of short-term U.S.

10 unchanged sentences

Net cash provided by (used in) operating activities

( 554,254,845

Cash flow from financing activities

5 unchanged sentences

Net cash provided by (used in) financing activities

( 201,772,801

Net increase (decrease) in cash

4 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30, 2024

March 31, 2025

December 31, 2024

3 unchanged sentences

Liabilities and shareholders’ equity

Payable to Sponsor

Payable for capital shares redeemed

Payable to Sponso

Unrealized depreciation on foreign currency forward contracts

10 unchanged sentences

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Foreign Currency Forward Contracts ^

7 unchanged sentences

Euro with UBS AG

Total Unrealized

Total Unrealized Depreciation

Contracts to Sell

2 unchanged sentences

Total Unrealized Depreciation

The positions and counterparties herein are as of September 30, 2024.

The positions and counterparties herein are as of March 31, 2025.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

4 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

10 unchanged sentences

Foreign currency forward contracts

Short-term U.S.

government and agency obligations

Change in net unrealized appreciation (depreciation)

5 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

10 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

Cash flow from operating activities

1 unchanged sentence

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Purchases of short-term U.S.

government and agency obligations

Proceeds from sales or maturities of short-term U.S.

government and agency obligations

Net amortization and accretion on short-term U.S.

government and agency obligations

Net realized (gain) loss on investments

13 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30, 2024

March 31, 2025

December 31, 2024

1 unchanged sentence

Segregated cash balances with brokers for swap agreements

Receivable on open futures contracts

Unrealized appreciation on swap agreements

Receivable from capital shares sold

Interest receivable

Liabilities and shareholders’ equity

Payable to Sponsor

Payable on open futures contracts

Payable to Sponso

Unrealized depreciation on swap agreements

10 unchanged sentences

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Futures Contracts Sold

1 unchanged sentence

(Depreciation)/Value

Gold Futures - COMEX, expires December 2024

Gold Futures - COMEX, expires June 2025

Total Return Swap Agreements ^

5 unchanged sentences

Swap agreement with UBS AG based on Bloomberg Gold Subindex

Total Unrealized

The positions and counterparties herein are as of September 30, 2024.

Total Unrealized Depreciation

The positions and counterparties herein are as of March 31, 2025.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

New counterparties can be added at any time.

Reflects the floating financing rate, as of September 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Reflects the floating financing rate, as of March 31, 2025, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Total Return Swap Agreements payment is due at termination/maturity.

5 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

18 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

10 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

Cash flow from operating activities

17 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30, 2024

March 31, 2025

December 31, 2024

1 unchanged sentence

Segregated cash balances with brokers for swap agreements

Receivable from capital shares sold

Unrealized appreciation on swap agreements

Receivable on open futures contracts

1 unchanged sentence

Liabilities and shareholders’ equity

Payable to Sponsor

Payable for capital shares redeemed

Payable on open futures contracts

Payable to Sponso

Unrealized depreciation on swap agreements

4 unchanged sentences

Total liabilities and shareholders’ equity

Shares outstanding (Note 8)

Net asset value per share (Note 8)

Market value per share (Note 8) (Note 2)

Shares outstanding

Net asset value per share

Market value per share (Note 2)

See accompanying notes to financial statements.

1 unchanged sentence

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Futures Contracts Sold

1 unchanged sentence

(Depreciation)/Value

Silver Futures - COMEX, expires December 2024

Silver Futures - COMEX, expires May 2025

Total Return Swap Agreements ^

7 unchanged sentences

Swap agreement with UBS AG based on Bloomberg Silver Subindex

Total Unrealized

The positions and counterparties herein are as of September 30, 2024.

Total Unrealized Depreciation

The positions and counterparties herein are as of March 31, 2025.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

New counterparties can be added at any time.

Reflects the floating financing rate, as of September 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Reflects the floating financing rate, as of March 31, 2025, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions.

Total Return Swap Agreements payment is due at termination/maturity.

5 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

7 unchanged sentences

Swap agreements

Short-term U.S.

government and agency obligations

Net realized gain (loss)

9 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

Addition of 687,500 , 737,500 , 2,937,500 and 1,512,500 shares, respectively (Note 8)

Redemption of 1,537,500 , 775,000 , 2,987,500 and 1,725,000 shares, respectively (Note 8)

( 167,422,544

( 137,958,635

Net addition (redemption) of ( 850,000 ), ( 37,500 ), ( 50,000 ) and ( 212,500 ) shares, respectively (Note 8)

Addition of 1,150,000 and 350,000 shares, respectively

Redemption of 600,000 and 887,500 shares, respectively

Net addition (redemption) of 550,000 and ( 537,500 ) shares, respectively

Net investment income (loss)

6 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

Cash flow from operating activities

1 unchanged sentence

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Purchases of short-term U.S.

government and agency obligations

Proceeds from sales or maturities of short-term U.S.

government and agency obligations

Net amortization and accretion on short-term U.S.

government and agency obligations

Net realized (gain) loss on investments

Change in unrealized (appreciation) depreciation on investments

2 unchanged sentences

Increase (Decrease) in payable to Sponsor

Increase (Decrease) in payable on open futures contracts

Net cash provided by (used in) operating activities

2 unchanged sentences

Payment on shares redeemed

( 167,422,544

( 137,958,635

Net cash provided by (used in) financing activities

5 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30, 2024

March 31, 2025

December 31, 2024

3 unchanged sentences

Liabilities and shareholders’ equity

Payable to Sponsor

Payable to Sponso

Unrealized depreciation on foreign currency forward contracts

4 unchanged sentences

Total liabilities and shareholders’ equity

Shares outstanding (Note 8)

Net asset value per share (Note 8)

Market value per share (Note 8) (Note 2)

Shares outstanding

Net asset value per share

Market value per share (Note 2)

See accompanying notes to financial statements.

1 unchanged sentence

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Foreign Currency Forward Contracts ^

7 unchanged sentences

Yen with UBS AG

1,844,169,000

Total Unrealized

Total Unrealized Depreciation

Contracts to Sell

3 unchanged sentences

( 5,373,110,574

Total Unrealized

The positions and counterparties herein are as of September 30, 2024.

Total Unrealized Appreciation

The positions and counterparties herein are as of March 31, 2025.

The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change.

4 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

10 unchanged sentences

Foreign currency forward contracts

Short-term U.S.

government and agency obligations

Change in net unrealized appreciation (depreciation)

5 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

Addition of 300,000 , – , 900,000 and 900,000 shares, respectively (Note 8)

Redemption of 400,000 , 100,000 , 700,000 and 1,000,000 shares, respectively (Note 8)

Net addition (redemption) of ( 100,000 ), ( 100,000 ), 200,000 and ( 100,000 ) shares, respectively (Note 8)

Addition of 150,000 and 200,000 shares, respectively

Redemption of 100,000 and 100,000 shares, respectively

Net addition (redemption) of 50,000 and 100,000 shares, respectively

Net investment income (loss)

6 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

Cash flow from operating activities

3 unchanged sentences

government and agency obligations

Net amortization and accretion on short-term U.S.

government and agency obligations

Net realized (gain) loss on investments

13 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30, 2024

March 31, 2025

December 31, 2024

3 unchanged sentences

Liabilities and shareholders’ equity

Payable for capital shares redeemed

Payable on open futures contracts

Brokerage commissions and futures account fees payable

Payable to Sponsor

Payable to Sponso

Total liabilities

9 unchanged sentences

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

Futures Contracts Purchased

1 unchanged sentence

(Depreciation)/Value

VIX Futures - Cboe, expires January 2025

VIX Futures - Cboe, expires February 2025

VIX Futures - Cboe, expires March 2025

VIX Futures - Cboe, expires April 2025

VIX Futures - Cboe, expires July 2025

VIX Futures - Cboe, expires August 2025

VIX Futures - Cboe, expires September 2025

VIX Futures - Cboe, expires October 2025

See accompanying notes to financial statements.

2 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

1 unchanged sentence

Brokerage commissions

Futures account fees

Futures accounts fees

Total expenses

8 unchanged sentences

Futures contracts

Short-term U.S.

government and agency obligations

Change in net unrealized appreciation (depreciation)

5 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

1 unchanged sentence

Redemption of 1,075,000 and 300,000 shares, respectively

( 139,822,378

Net addition (redemption) of 225,000 and 3,075,000 shares, respectively

7 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

Cash flow from operating activities

1 unchanged sentence

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Purchases of short-term U.S.

government and agency obligations

( 294,811,992

Proceeds from sales or maturities of short-term U.S.

government and agency obligations

Net amortization and accretion on short-term U.S.

government and agency obligations

Net realized (gain) loss on investments

Change in unrealized (appreciation) depreciation on investments

Decrease (Increase) in receivable on open futures contracts

7 unchanged sentences

Payment on shares redeemed

( 139,822,378

Net cash provided by (used in) financing activities

5 unchanged sentences

STATEMENTS OF FINANCIAL CONDITION

September 30, 2024

March 31, 2025

December 31, 2024

(As Restated)

Short-term U.S.

6 unchanged sentences

Brokerage commissions and futures account fees payable

Payable to Sponsor

Payable to Sponso

Total liabilities

3 unchanged sentences

Total liabilities and shareholders’ equity

Shares outstanding (Note 8)

Net asset value per share (Note 8)

Market value per share (Note 8) (Note 2)

Shares outstanding

Net asset value per share

Market value per share (Note 2)

See accompanying notes to financial statements.

1 unchanged sentence

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

Principal Amount

MARCH 31, 2025

Short-term U.S.

3 unchanged sentences

4.249 % due 06/12/25

5.226 % due 10/24/24

5.120 % due 11/05/24

4.801 % due 11/19/24

Total short-term U.S.

government and agency obligations

(cost $ 64,777,575 )

government and agency obligations (cost $ 19,832,000 )

Futures Contracts Purchased

1 unchanged sentence

(Depreciation)/Value

VIX Futures - Cboe, expires October 2024

VIX Futures - Cboe, expires November 2024

VIX Futures - Cboe, expires April 2025

VIX Futures - Cboe, expires May 2025

Rates shown represent discount rate at the time of purchase.

3 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

1 unchanged sentence

Brokerage commissions

Futures account fees

Futures accounts fees

Total expenses

3 unchanged sentences

Futures contracts

( 228,276,043

Short-term U.S.

1 unchanged sentence

Net realized gain (loss)

( 228,286,648

Change in net unrealized appreciation (depreciation) on

4 unchanged sentences

Net realized and unrealized gain (loss)

( 206,618,684

Net income (loss)

( 201,676,176

See accompanying notes to financial statements.

2 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

Addition of 2,637,500 , 618,750 , 4,512,500 and 2,308,750 shares, respectively (Note 1) (Note 8)

Redemption of 2,725,000 , 656,405 , 3,712,500 and 1,208,905 shares, respectively (Note 1) (Note 8)

( 158,267,320

( 213,113,775

Addition of 4,725,000 and 950,000 shares, respectively

Redemption of 4,450,000 and 337,500 shares, respectively

( 209,708,735

Net addition (redemption) of ( 87,500 ), ( 37,655 ), 800,000 and 1,099,845 shares, respectively (Note 1) (Note 8)

Net addition (redemption) of 275,000 and 612,500 shares, respectively

Net investment income (loss)

Net realized gain (loss)

( 228,286,648

Change in net unrealized appreciation (depreciation)

Net income (loss)

( 201,676,176

Shareholders’ equity, end of period

2 unchanged sentences

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

(As Restated)

Three Months Ended

Cash flow from operating activities

Net income (loss)

( 201,676,176

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

15 unchanged sentences

Net cash provided by (used in) operating activities

( 219,949,973

Cash flow from financing activities

2 unchanged sentences

( 209,708,735

( 178,294,219

Net cash provided by (used in) financing activities

5 unchanged sentences

COMBINED STATEMENTS OF FINANCIAL CONDITION

September 30,

(As Restated)

March 31, 2025

Short-term U.S.

2 unchanged sentences

1,310,734,241

Segregated cash balances with brokers for futures contracts

1,765,501,542

Segregated cash balances with brokers for futures contracts

Segregated cash balances with brokers for foreign currency forward contracts

3 unchanged sentences

Receivable from capital shares sold

Securities sold receivable

Receivable on open futures contracts

6 unchanged sentences

Brokerage commissions and futures account fees payable

Payable to Sponsor

Payable to Sponso

Unrealized depreciation on swap agreements

14 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Investment Income

8 unchanged sentences

( 288,399,020

( 402,765,202

( 1,974,626,401

Swap agreements

( 135,617,033

Foreign currency forward contracts

3 unchanged sentences

( 199,970,152

( 301,922,238

( 1,823,054,591

Change in net unrealized appreciation (depreciation) on

2 unchanged sentences

Swap agreements

( 138,058,422

Foreign currency forward contracts

2 unchanged sentences

Change in net unrealized appreciation (depreciation)

( 241,466,591

Net realized and unrealized gain (loss)

6 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Shareholders’ equity, beginning of period

1 unchanged sentence

3,282,832,126

3,887,786,746

Addition of 74,300,000 , 38,976,250 , 159,240,000 and 138,056,250 shares, respectively (Note 1) (Note 8)

2,755,933,016

1,835,741,719

6,212,835,038

8,495,699,775

Redemption 64,667,500 , 42,587,747 , 149,296,248 and 148,559,747 shares, respectively (Note 1) (Note 8)

( 2,396,205,904

( 2,277,144,677

Addition 132,675,000 and 41,065,000 shares, respectively

3,422,083,613

1,797,533,442

Net addition (redemption) of 9,632,500 , ( 3,611,497 ), 9,943,752 and ( 10,503,497 ) shares, respectively (Note 1) (Note 8)

Redemption of 110,125,000 and 37,705,000 shares, respectively

( 3,300,895,621

( 1,760,097,741

Net addition (redemption) of 22,550,000 and 3,360,000 shares, respectively

Net investment income (loss)

1 unchanged sentence

( 199,970,152

( 301,922,238

( 1,823,054,591

Change in net unrealized appreciation (depreciation)

( 241,466,591

Net income (loss)

3 unchanged sentences

3,088,679,681

3,469,211,534

3,300,459,377

See accompanying notes to financial statements.

1 unchanged sentence

COMBINED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

(As Restated)

Three Months Ended

Cash flow from operating activities

14 unchanged sentences

Change in unrealized (appreciation) depreciation on investments

Decrease (Increase) in securities sold receivable

Decrease (Increase) in receivable on futures contracts

14 unchanged sentences

Net cash provided by (used in) financing activities

1,149,305,309

Net increase (decrease) in cash

10 unchanged sentences

NOTES TO FINANCIAL STATEMENTS

September 30, 2024

March 31, 2025

NOTE 1 – ORGANIZATION

ProShares Trust II (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”).

As of September 30, 2024, the following sixteen series of the Trust have commenced investment operations:

As of March 31, 2025, the following sixteen series of the Trust have commenced investment operations:

(i) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”);

10 unchanged sentences

Groups of Funds are collectively referred to in several different ways.

References to “Short Funds,” “UltraShort Funds,” or “Ultra Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks.

References to “Short Fund,” “UltraShort Funds,” or “Ultra Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks.

References to “Commodity Index Funds,” “Commodity Funds” and “Currency Funds” refer to the different Funds according to their general benchmark categories without distinguishing among the Funds’ investment objectives or Fund-specific benchmarks.

9 unchanged sentences

Share Splits and Reverse Share Splits

The table below includes forward and reverse Share splits for the Funds during the nine months September 30, 2024, and during the year ended December 31, 2023.

The table below includes forward and reverse Share splits for the Funds during the three months March 31, 2025, and during the year ended December 31, 2024.

The ticker symbols for these Funds did not change, and each Fund continues to trade on its primary listing exchange, as applicable.

Execution Date

(Prior to Opening

Execution Date (Prior to

Opening of Trading)

Type of Split

Date Trading Resumed at Post-

ProShares VIX Short-Term Futures

June 22, 2023

1-for-5 reverse Share split

June 23, 2023

ProShares Ultra VIX Short-Term Futures

June 22, 2023

1-for-10 reverse Share split

June 23, 2023

ProShares Ultra Bloomberg Natural Gas

June 22, 2023

1-for-20 reverse Share split

June 23, 2023

Resumed at Post-

ProShares Short VIX Short-Term Futures

10 unchanged sentences

April 11, 2024

ProShares VIX Short-Term Futures

November 6, 2024

1-for-4 reverse Share split

November 7, 2024

ProShares Ultra Bloomberg Natural Gas

November 6, 2024

1-for-5 reverse Share split

November 7, 2024

ProShares UltraShort Silver

November 6, 2024

1-for-4 reverse Share split

November 7, 2024

ProShares UltraShort Yen

November 6, 2024

2-for-1 forward Share split

November 7, 2024

The reverse splits were applied retroactively for all periods presented, reducing the number of Shares outstanding for each of the Funds, and resulted in a proportionate increase in the price per Share and per Share information of each such Fund.

2 unchanged sentences

Therefore, the forward splits did not change the aggregate net asset value of a shareholder’s investment at the time of the forward split.

Restatement of Previously Issued Form 10-Q and Form 10-K Filings

ProShares Trust II (the “Trust”) identified an error related to the classification of amounts on the Statements of Financial Condition between “Segregated cash balances with brokers for futures contracts” and “Receivable (Payable) on open futures contracts” for Trust filings for each quarterly Form 10-Q and annual Form 10-K filing for the period December 31, 2021, through June 30, 2024, for five Funds.

The Statement of Cash Flows was the only other statement affected by these misclassifications.

No other financial statement or financial statement disclosure in the Forms 10-Q or Form 10-K filings were affected by these errors.

The misclassifications did not change the Shareholder Equity, net asset value per share, or total return of any Fund.

The Funds impacted were:

ProShares Short VIX Short-Term Futures ETF, ProShares Ultra Bloomberg Natural Gas, ProShares Ultra VIX Short-Term Futures ETF, ProShares UltraShort Bloomberg Natural Gas, and ProShares VIX Short-Term Futures ETF (the “Affected Funds”).

These misclassifications were caused by a misinterpretation of amounts on a futures commission merchant statement and resulted in reclassifications between accounts.

There is no impact on the Affected Funds’ performance, investment results, net asset values or income.

The impact of these adjustments is shown in the table below.

Statements of Financial Condition

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

December 31, 2023

As Previously

Segregated cash balances withbrokers for futures contracts

Receivable on open futures contracts

Liabilities and shareholders’ equity

Payble on open futures contracts

Total Liabilities

Total liabilities and shareholders’ equity

September 30, 2023 (unaudited)

As Previously

Statements of Cash Flows

Decrease (Increase) in receivable on open futures contracts

Increase (Decrease) in payable on futures contracts

Net Cash provided by (used in) operating activities

Net Increase (decrease) in cash

Cash, beginning of period

Cash, End of period

Statements of Financial Condition

PROSHARES ULTRA BLOOMBERG NATURAL GAS

December 31, 2023

As Previously

Segregated cash balances withbrokers for futures contracts

Receivable on open futures contracts

( 117,168,017

Liabilities and shareholders’ equity

Payble on open futures contracts

Total Liabilities

Total liabilities and shareholders’ equity

September 30, 2023 (unaudited)

As Previously

Statements of Cash Flows

Decrease (Increase) in receivable on open futures contracts

Increase (Decrease) in payable on futures contracts

Net Cash provided by (used in) operating activities

( 1,243,230,374

( 1,289,656,094

Net Increase (decrease) in cash

Cash, beginning of period

Cash, End of period

Statements of Financial Condition

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

December 31, 2023

As Previously

Segregated cash balances withbrokers for futures contracts

Receivable on open futures contracts

Liabilities and shareholders’ equity

Payble on open futures contracts

Total Liabilities

Total liabilities and shareholders’ equity

Statements of Cash Flows

September 30, 2023 (unaudited)

As Previously

Decrease (Increase) in receivable on open futures contracts

( 153,781,216

Increase (Decrease) in payable on futures contracts

Net Cash provided by (used in) operating activities

( 561,176,813

( 154,336,913

( 715,513,726

Net Increase (decrease) in cash

( 241,693,787

( 154,336,913

( 396,030,700

Cash, beginning of period

Cash, End of period

Statements of Financial Condition

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

December 31, 2023

As Previously

Segregated cash balances withbrokers for futures contracts

Receivable on open futures contracts

Liabilities and shareholders’ equity

Payble on open futures contracts

Total Liabilities

Total liabilities and shareholders’ equity

Statements of Cash Flows

September 30, 2023 (unaudited)

As Previously

Decrease (Increase) in receivable on open futures contracts

Increase (Decrease) in payable on futures contracts

Net Cash provided by (used in) operating activities

Net Increase (decrease) in cash

Cash, beginning of period

Cash, End of period

Statements of Financial Condition

PROSHARES VIX SHORT-TERM FUTURES ETF

December 31, 2023

As Previously

Segregated cash balances withbrokers for futures contracts

Receivable on open futures contracts

Liabilities and shareholders’ equity

Payble on open futures contracts

Total Liabilities

Total liabilities and shareholders’ equity

Statements of Cash Flows

September 30, 2023 (unaudited)

As Previously

Decrease (Increase) in receivable on open futures contracts

Increase (Decrease) in payable on futures contracts

Net Cash provided by (used in) operating activities

( 182,031,152

( 219,949,973

Net Increase (decrease) in cash

Cash, beginning of period

Cash, End of period

Statements of Financial Condition

PROSHARES TRUST II

December 31, 2023

As Previously

Segregated cash balances withbrokers for futures contracts

1,029,381,720

Receivable on open futures contracts

( 207,887,965

3,359,443,290

3,370,218,607

Liabilities and shareholders’ equity

Payble on open futures contracts

Total Liabilities

Total liabilities and shareholders’ equity

3,359,443,290

3,370,218,607

Statements of Cash Flows

September 30, 2023 (unaudited)

As Previously

Decrease (Increase) in receivable on open futures contracts

( 279,988,407

Increase (Decrease) in payable on futures contracts

Net Cash provided by (used in) operating activities

( 1,216,466,313

( 270,506,677

( 1,486,972,990

Net Increase (decrease) in cash

( 270,506,677

( 337,667,681

Cash, beginninng of period

1,826,767,616

2,276,152,772

Cash, End of period

1,759,606,612

1,938,485,091

NR - Not Restated.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

18 unchanged sentences

Statements of Cash Flows

The cash amounts shown in the Statements of Cash Flows are the amounts reported as cash in the Statements of Financial Condition dated September 30, 2024 and 2023, and represents cash, segregated cash balances with brokers for futures contracts, segregated cash with brokers for swap agreements and segregated cash with brokers for foreign currency forward agreements but does not include short-term investments.

The cash amounts shown in the Statements of Cash Flows are the amounts reported as cash in the Statements of Financial Condition dated March 31, 2025 and 2024, and represents cash, segregated cash balances with brokers for futures contracts, segregated cash with brokers for swap agreements and segregated cash with brokers for foreign currency forward agreements but does not include short-term investments.

Final Net Asset Value for Fiscal Period

The cut-off times and the times of the calculation of the Funds’ final net asset value for creation and redemption of fund Shares for the nine months ended September 30, 2024 were typically as follows.

The cut-off times and the times of the calculation of the Funds’ final net asset value for creation and redemption of fund Shares for the three months ended March 31, 2025 were typically as follows.

All times are Eastern Standard Time:

3 unchanged sentences

Ultra Silver and UltraShort Silver

September 30, 2024

March 31, 2025

Ultra Gold and UltraShort Gold

September 30, 2024

March 31, 2025

Ultra Bloomberg Crude Oil,

1 unchanged sentence

UltraShort Bloomberg Crude Oil and

March 31, 2025

UltraShort Bloomberg Natural Gas

September 30, 2024

March 31, 2025

UltraShort Euro and

UltraShort Yen

September 30, 2024

March 31, 2025

Short VIX Short-Term Futures ETF,

March 31, 2025

Ultra VIX Short-Term Futures ETF,

March 31, 2025

VIX Mid-Term Futures ETF and

VIX Short-Term Futures ETF

September 30, 2024

Although the Funds’ shares may continue to trade on secondary markets subsequent to the calculation of the final NAV, these times represent the final opportunity to transact in creation or redemption units for the nine months ended September 30, 2024.

Market value per Share is determined at the close of the applicable primary listing exchange and may be from when the Funds’ NAV per Share is calculated.

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

Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain of the Funds’ final creation/redemption NAV for the nine months ended September 30, 2024.

March 31, 2025

Market value per Share is determined at the close of the applicable primary listing exchange and may be later than when the Funds’ NAV per Share is calculated.

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

Investment Valuation

5 unchanged sentences

Derivatives (e.g., futures contracts, options, swap agreements, forward agreements and foreign currency forward contracts) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor.

Futures contracts, except for those entered into by the Gold, Silver and UltraShort Euro Fund, are generally valued at the last settled price on the applicable exchange on which that future trades.

Futures contracts entered into by the Gold, Silver and UltraShort Euro Fund are generally valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined.

Futures contracts, are generally valued at the last settled price on the applicable exchange on which that future trades.

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

1 unchanged sentence

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

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

Such fair value prices would generally be determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and

equitable so long as such principles are consistent with industry standards.

The Sponsor may in its sole discretion choose to determine a fair value price as the

basis for determining the market value of such position.

The Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted.

18 unchanged sentences

Fair value measurements also require additional disclosure when the volume and level of activity for the asset or liability have significantly decreased, as well as when circumstances indicate that a transaction is not orderly.

The following table summarizes the valuation of investments at September 30, 2024 using the fair value hierarchy:

The following table summarizes the valuation of investments at March 31, 2025 using the fair value hierarchy:

Level I - Quoted Prices

24 unchanged sentences

Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

There were no transfers into or out of Level 3 for the quarter ended March 31, 2025.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.

The following table summarizes the valuation of investments at December 31, 2024 using the fair value hierarchy:

22 unchanged sentences

Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments.

Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

There were no transfers into or out of Level 3 for the period ended September 30, 2024 or the year ended December 31, 2023.

Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/ payable

on open futures.

There were no transfers into or out of Level 3 for the year ended December 31, 2024.

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those securities.

5 unchanged sentences

government and agency obligations and is reflected in the Statement of Operations.

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

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

Brokerage Commissions and Futures Account Fees

6 unchanged sentences

Federal Income Tax

Each Fund is registered as a series of a Delaware statutory trust and is treated as a partnership for U.S.

Each Fund is registered as a series of a Delaware

statutory trust and is treated as a partnership for U.S.

federal income tax purposes.

5 unchanged sentences

On an ongoing basis, management monitors its tax positions taken under the interpretation to determine if adjustments to conclusions are necessary based on factors including, but not limited to, on-going analysis of tax law, regulation, and interpretations thereof.

Recently Issued Accounting Pronouncement

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

Effective for annual periods beginning after December 15, 2024, the amendments were issued to enhance transparency and decision usefulness of income tax disclosures related to rate reconciliation and income taxes paid information.

Management is currently evaluating the impact of the ASU but does not expect this guidance to materially impact the financial statements.

Segment Reporting

Each Fund included herein is deemed to be an individual reporting segment and the Sponsor acts as each Fund’s chief operating decision maker (“CODM”).

The CODM monitors the operating results of each Fund as a whole and each Fund’s long-term strategic asset allocation is guided by each Fund’s investment objective and principal investment strategies as described in its prospectus and executed by the Sponsor.

The financial information provided to and reviewed by the CODM is consistent with that presented in each Fund’s financial statements.

NOTE 3 – INVESTMENTS

12 unchanged sentences

In addition, the value of the collateral underlying the repurchase agreement is required to be at least equal to the repurchase price, including any accrued interest income earned on the repurchase agreement.

The collateral underlying the repurchase agreement is held by the Fund’s custodian.

A repurchase agreement is subject to the risk that the counterparty to the repurchase agreement that sells the securities may default on its obligation to repurchase them.

1 unchanged sentence

During periods of high demand for repurchase agreements, the Funds may be unable to invest available cash in these instruments to the extent desired by the Sponsor.

At September 30, 2024, the Trust did not have any open repurchase agreements.

As of March 31, 2025 and December 31, 2024, the Funds did not have any open repurchase agreements.

Accounting for Derivative Instruments

21 unchanged sentences

Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified times during the trading day.

Futures contracts prices could move to the limit

for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting a Fund to substantial losses.

Futures contracts prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting a Fund to substantial losses.

If trading is not possible, or if a Fund determines not to close a futures position in anticipation of adverse price movements, the Fund will be required to make daily cash payments of variation margin.

18 unchanged sentences

The value of a Fund’s options transactions, if any, will be affected by, among other things, changes in the value of a Fund’s underlying benchmark relative to the strike price, changes in interest rates, changes in the actual and implied volatility of the Fund’s underlying benchmark, and the remaining time until the options expire, or any combination thereof.

The value of the options should not be expected to increase or decrease at the same rate as the level of the Fund’s underlying benchmark, which may contribute to tracking error.

The value of the options

should not be expected to increase or decrease at the same rate as the level of the Fund’s underlying benchmark, which may contribute to tracking error.

Options may be less liquid than certain other securities.

37 unchanged sentences

The Sponsor may use various techniques to minimize credit risk including early termination and payment, using different counterparties, limiting the net amount due from any individual counterparty and generally requiring collateral to be posted by the counterparty in an amount approximately equal to that owed to the Funds.

All of the outstanding swap agreements at September 30, 2024 contractually terminate within one month but may be terminated without penalty by either party at any time.

All of the outstanding swap agreements at March 31, 2025 contractually terminate within one month but may be terminated without penalty by either party at any time.

Upon termination, the Fund is obligated to pay or receive the “unrealized appreciation or depreciation” amount.

9 unchanged sentences

To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings.

As of September 30, 2024, the collateral posted by counterparties consisted of cash and/or U.S.

As of March 31, 2025, the collateral posted by counterparties consisted of cash and/or U.S.

Treasury securities.

22 unchanged sentences

To the extent any such collateral is insufficient, the Fund will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings.

As of September 30, 2024, the collateral posted by counterparties consisted of cash and/or U.S.

As of March 31, 2025, the collateral posted by counterparties consisted of cash and/or U.S.

Treasury securities.

6 unchanged sentences

The following tables indicate the location of derivative related items on the Statements of Financial Condition as well as the effect of derivative instruments on the Statements of Operations during the reporting period.

Fair Value of Derivative Instruments as of September 30, 2024

Fair Value of Derivative Instruments as of March 31, 2025

Asset Derivatives

Liability Derivatives

Derivatives Not

Accounted for as

Hedging Instruments

Derivatives Not Accounted for

as Hedging Instruments

Statements of

4 unchanged sentences

Receivable on open futures contracts

Payable on open

futures contracts

Payable on open futures contracts

ProShares Short VIX Short-Term Futures ETF

26 unchanged sentences

Liability Derivatives

Derivatives Not

Accounted for as

Hedging Instruments

Derivatives Not Accounted

for as Hedging Instruments

Statements of

4 unchanged sentences

Receivable on open futures contracts

Payable on open

futures contracts

Payable on open futures contracts

ProShares Short VIX Short-Term Futures ETF

24 unchanged sentences

The Effect of Derivative Instruments on the Statement of Operations

For the three months ended September 30, 2024

For the three months ended March 31, 2025

Derivatives Not Accounted

5 unchanged sentences

Recognized in

(Depreciation) on

(Depreciation)

Recognized in

6 unchanged sentences

Commodities Contracts

Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and swap agreements

Net realized gain (loss) on futures contracts and/or swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and/or swap agreements

ProShares Ultra Bloomberg Crude Oil

ProShares Ultra Bloomberg Natural Gas

( 372,130,469

ProShares Ultra Gold

ProShares Ultra Silver

( 129,011,226

ProShares UltraShort Bloomberg Crude Oil

ProShares UltraShort Bloomberg Natural Gas

( 221,827,712

ProShares UltraShort Gold

7 unchanged sentences

Combined Trust:

( 442,254,904

The Effect of Derivative Instruments on the Statement of Operations

For the nine months ended September 30, 2024

For the three months ended March 31, 2024

Derivatives Not Accounted

5 unchanged sentences

Recognized in

(Depreciation) on

(Depreciation)

Recognized in

VIX Futures Contracts

Net realized gain (loss) on futures contracts changes in unrealized appreciation (depreciation) on futures contracts

Net realized gain (loss) on futures contracts/ changes in unrealized appreciation (depreciation) on

futures contracts

ProShares Short VIX Short-Term Futures ETF

ProShares Ultra VIX Short-Term Futures ETF

( 185,028,990

ProShares VIX Mid-Term Futures ETF

1 unchanged sentence

Commodities Contracts

Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and swap agreements

ProShares Ultra Bloomberg Crude Oil

ProShares Ultra Bloomberg Natural Gas

( 402,539,202

ProShares Ultra Gold

ProShares Ultra Silver

ProShares UltraShort Bloomberg Crude Oil

ProShares UltraShort Bloomberg Natural Gas

ProShares UltraShort Gold

ProShares UltraShort Silver

Foreign Exchange Contracts

Net realized gain (loss) on futures and/ or foreign currency forward contracts/ changes in unrealized appreciation (depreciation) on futures and/ or foreign currency forward contracts

ProShares Ultra Euro

ProShares Ultra Yen

ProShares UltraShort Euro

ProShares UltraShort Yen

Combined Trust:

( 301,990,649

The Effect of Derivative Instruments on the Statement of Operations

For the three months ended September 30, 2023

Derivatives Not Accounted

for as Hedging Instruments

Location of Gain

(Loss) on Derivatives

Recognized in Income

Realized Gain

Recognized in

(Depreciation) on

Recognized in

VIX Futures Contracts

Net realized gain (loss) on futures contracts and/or swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and/or swap agreements

ProShares Short VIX Short-Term Futures ETF

ProShares Ultra VIX Short-Term Futures ETF

( 142,584,115

ProShares VIX Mid-Term Futures ETF

ProShares VIX Short-Term Futures ETF

Commodities Contracts

Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and swap agreements

ProShares Ultra Bloomberg Crude Oil

1 unchanged sentence

( 242,180,914

ProShares Ultra Gold

ProShares Ultra Silver

ProShares UltraShort Bloomberg Crude Oil

ProShares UltraShort Bloomberg Natural Gas

ProShares UltraShort Gold

ProShares UltraShort Silver

Foreign Exchange Contracts

Net realized gain (loss) on foreign currency forward contracts/ changes in unrealized appreciation (depreciation) on foreign currency forward contracts

ProShares Ultra Euro

ProShares Ultra Yen

ProShares UltraShort Euro

ProShares UltraShort Yen

Combined Trust

( 136,379,348

The Effect of Derivative Instruments on the Statement of Operations

For the nine months ended September 30, 2023

Derivatives Not Accounted

for as Hedging Instruments

Location of Gain

(Loss) on Derivatives

Recognized in Income

Realized Gain

Recognized in

(Depreciation) on

Recognized in

VIX Futures Contracts

Net realized gain (loss) on futures contracts and/or swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and/or swap agreements

ProShares Short VIX Short-Term Futures ETF

ProShares Ultra VIX Short-Term Futures ETF

( 751,122,089

ProShares VIX Mid-Term Futures ETF

ProShares VIX Short-Term Futures ETF

( 228,276,043

Commodities Contracts

Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and swap agreements

ProShares Ultra Bloomberg Crude Oil

ProShares Ultra Bloomberg Natural Gas

( 1,441,434,725

ProShares Ultra Gold

5 unchanged sentences

Foreign Exchange Contracts

Net realized gain (loss) on futures and/ or foreign currency forward contracts/ changes in unrealized appreciation (depreciation) on futures and/ or foreign currency forward contracts

Net realized gain (loss) on foreign currency forward contracts/ changes in unrealized appreciation (depreciation) on foreign currency forward contracts

ProShares Ultra Euro

11 unchanged sentences

For financial reporting purposes, the Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Statements of Financial Condition.

The following table presents each Fund’s derivatives by investment type and by counterparty net of amounts available for offset under a master netting agreement and the related collateral received or pledged by the Funds as of September 30, 2024.

Fair Values of Derivative Instruments as of September 30, 2024

Fair Values of Derivative Instruments as of March 31, 2025

Gross Amounts

36 unchanged sentences

Foreign currency forward contracts

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at September 30, 2024.

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at March 31, 2025.

These amounts may be collateralized by cash or financial instruments, segregated for the benefit of the Funds or the counterparties, depending on whether the related contracts are in an appreciated or depreciated position at period end.

1 unchanged sentence

These amounts may be un-collateralized due to timing differences related to market movements or due to minimum thresholds for collateral movement, as further described above under the caption “Accounting for Derivative Instruments”.

Gross Amounts Not Offset in the Statements of Financial Condition as of September 30, 2024

Gross Amounts Not Offset in the Statements of Financial Condition as of March 31, 2025

Amounts of Recognized Assets /

(Liabilities) presented in the

Statements of Financial Condition

Statements of Financial

Financial Instruments for

2 unchanged sentences

Cash Collateral for the

Benefit of (the Funds) / the

Counterparties

Benefit of (the Funds) /

the Counterparties

ProShares Ultra Bloomberg Crude Oil

42 unchanged sentences

of Recognized

presented in the

Statements of

the Statements

Gross Amounts

27 unchanged sentences

Gross Amounts Not Offset in the Statements of Financial Condition as of December 31, 2024

Amounts of Recognized Assets /

(Liabilities) presented in the

Statements of Financial Condition

Financial Instruments for

the Benefit of (the Funds) /

the Counterparties

Cash Collateral for the

Benefit of (the Funds) / the

Amounts of Recognized

Assets / (Liabilities)

presented in the

Statements of Financial

Financial Instruments

for the Benefit of (the

Counterparties

Cash Collateral for the

Benefit of (the Funds) /

the Counterparties

ProShares Ultra Bloomberg Crude Oil

65 unchanged sentences

Creation Units may be created or redeemed only by Authorized Participants.

As a result of the reverse share splits as described in Note 1 and Note 8, certain redemptions as disclosed in the Statements of Changes in Shareholders’ Equity reflect payment of fractional share balances on beneficial shareholder accounts.

As a result of the reverse share splits as described in Note 1, certain redemptions as disclosed in the Statements of Changes in Shareholders’ Equity reflect payment of fractional share balances on beneficial shareholder accounts.

Except when aggregated in Creation Units, the Shares are not redeemable securities.

8 unchanged sentences

Authorized Participants may pay a fixed transaction fee (typically $ 250 ) in connection with each order to create or redeem a Creation Unit in order to compensate BNY Mellon, as the Administrator, the Custodian and the Transfer Agent of each Fund and its Shares, for services in processing the creation and redemption of Creation Units and to offset the costs of increasing or decreasing derivative positions.

Authorized Participants also may pay a variable transaction fee to the Fund of up to 0.10 % (and a variable transaction fee to the Matching VIX Funds of 0.05 %) of the value of the Creation Unit that is purchased or redeemed unless the transaction fee is waived or otherwise adjusted by the Sponsor.

Authorized Participants also may pay a variable transaction fee to the Fund of up to 0.10 % (and a variable transaction fee to the Matching VIX Funds of up to 0.05 %) of the value of the Creation Unit that is purchased or redeemed unless the transaction fee is waived or otherwise adjusted by the Sponsor.

The Sponsor provides such Authorized Participant with prompt notice in advance of any such waiver or adjustment of the transaction fee.

Authorized Participants may sell the Shares included in the Creation Units they purchase from the Funds to other investors in the secondary market.

Transaction fees three and nine months ended September 30, 2024 which are included in the Addition and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:

Transaction fees three months ended March 31, 2025 which are included in the Addition and/or Redemption of Shares on the Statements of Changes in Shareholders’ Equity, were as follows:

Three Months Ended

September 30, 2024

Nine Months Ended

September 30, 2024

March 31, 2025

ProShares Short VIX Short-Term Futures ETF

16 unchanged sentences

NOTE 6 – FINANCIAL HIGHLIGHTS

Selected data for a Share outstanding throughout the three months ended September 30, 2024

For the Three Months Ended September 30, 2024 (unaudited)

Per Share Operating

Futures ETF *

Natural Gas **

Net asset value, at June 30, 2024

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at September 30, 2024

Market value per share, at June 30, 2024 †

Market value per share, at September 30, 2024 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets***

Expense ratio^^

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

See Note 8 of these Notes to Financial Statements.

Percentages are annualized.

The amount shown for a share outstanding throughout the period may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended September 30, 2024.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if brokerage commissions and futures account fees were excluded.

For the Three Months Ended September 30, 2024 (unaudited)

Per Share Operating

Futures ETF *

Natural Gas *

Net asset value, at June 30, 2024

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at September 30, 2024

Market value per share, at June 30, 2024 †

Market value per share, at September 30, 2024 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets**

Expense ratio^^

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

Percentages are annualized.

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended September 30, 2024.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if brokerage commissions and futures account fees were excluded.

For the Three Months Ended September 30, 2024 (unaudited)

Per Share Operating

Futures ETF *

Net asset value, at June 30, 2024

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at September 30, 2024

Market value per share, at June 30, 2024 †

Market value per share, at September 30, 2024 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets**

Expense ratio^^

Net investment income gain (loss)

See Note 8 of these Notes to Financial Statements.

Percentages are annualized.

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended September 30, 2024.

The expense ratio would be 0.95 %, 0.95 %, 0.85 % and 0.85 %, respectively, if brokerage commissions and futures account fees were excluded.

Selected data for a Share outstanding throughout the three months ended September 30, 2023

For the Three Months Ended September 30, 2023 (unaudited)

Per Share Operating

Futures ETF *

Natural Gas **

Net asset value, at June 30, 2023

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at September 30, 2023

Market value per share, at June 30, 2023 †

Market value per share, at September 30, 2023 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets***

Expense ratio^^

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

See Note 1 and Note 8 of these Notes to Financial Statements.

Percentages are annualized.

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended September 30, 2023.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if brokerage commissions and futures account fees were excluded.

For the Three Months Ended September 30, 2023 (unaudited)

Per Share Operating

Futures ETF *

Natural Gas *

Net asset value, at June 30, 2023

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at September 30, 2023

Market value per share, at June 30, 2023 †

Market value per share, at September 30, 2023 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets**

Expense ratio^^

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

Percentages are annualized.

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended September 30, 2023.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if brokerage commissions and futures account fees were excluded.

For the Three Months Ended September 30, 2023 (unaudited)

Per Share Operating

Futures ETF **

Net asset value, at June 30, 2023

Net investment income (loss)

Net realized and unrealized gain (loss)#

Change in net asset value from operations

Net asset value, at September 30, 2023

Market value per share, at June 30, 2023 †

Market value per share, at September 30, 2023 †

Total Return, at net asset value^

Total Return, at market value^

Ratios to Average Net Assets***

Expense ratio^^

Net investment income gain (loss)

See Note 8 of these Notes to Financial Statements.

See Note 1 and Note 8 of these Notes to Financial Statements.

Percentages are annualized.

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended September 30, 2023.

The expense ratio would be 0.95 %, 0.95 %, 0.85 % and 0.85 %, respectively, if brokerage commissions and futures account fees were excluded.

S elected Data for a Share Outstanding Throughout the nine months Ended September 30, 2024

For the Nine Months Ended September 30, 2024 (unaudited)

S elected Data for a Share Outstanding Throughout the Three months Ended March 31, 2025

For the Three Months Ended March 31, 2025 (unaudited)

Per Share Operating

Futures ETF *

Natural Gas **

Net asset value, at December 31, 2024

2 unchanged sentences

Change in net asset value from operations

Net asset value, at September 30, 2024

Net asset value, at March 31, 2025

Market value per share, at December 31, 2024 †

Market value per share, at September 30, 2024 †

Market value per share, at March 31, 2025 †

Total Return, at net asset value^

3 unchanged sentences

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

See Note 8 of these Notes to Financial Statements.

Percentages are annualized.

1 unchanged sentence

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended September 30, 2024.

Percentages are not annualized for the period ended March 31, 2025.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if brokerage commissions and futures account fees were excluded.

For the Nine Months Ended September 30, 2024 (unaudited)

For the Three Months Ended March 31, 2025 (unaudited)

Per Share Operating

Futures ETF *

Natural Gas *

Net asset value, at December 31, 2024

2 unchanged sentences

Change in net asset value from operations

Net asset value, at September 30, 2024

Net asset value, at March 31, 2025

Market value per share, at December 31, 2024 †

Market value per share, at September 30, 2024 †

Market value per share, at March 31, 2025 †

Total Return, at net asset value^

3 unchanged sentences

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

Percentages are annualized.

1 unchanged sentence

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended September 30, 2024.

Percentages are not annualized for the period ended March 31, 2025.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if brokerage commissions and futures account fees were excluded.

For the Nine Months Ended September 30, 2024 (unaudited)

For the Three Months Ended March 31, 2025 (unaudited)

Per Share Operating

Futures ETF *

Net asset value, at December 31, 2024

2 unchanged sentences

Change in net asset value from operations

Net asset value, at September 30, 2024

Net asset value, at March 31, 2025

Market value per share, at December 31, 2024 †

Market value per share, at September 30, 2024 †

Market value per share, at March 31, 2025 †

Total Return, at net asset value^

3 unchanged sentences

Net investment income gain (loss)

See Note 8 of these Notes to Financial Statements.

Percentages are annualized.

1 unchanged sentence

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended September 30, 2024.

Percentages are not annualized for the period ended March 31, 2025.

The expense ratio would be 0.95 %, 0.95 %, 0.85 % and 0.85 %, respectively, if brokerage commissions and futures account fees were excluded.

Selected Data for a Share Outstanding Throughout the nine months Ended September 30, 2023

For the Nine Months Ended September 30, 2023 (unaudited)

Selected Data for a Share Outstanding Throughout the Three months Ended March 31, 2024

For the Three Months Ended March 31, 2024 (unaudited)

Per Share Operating

Futures ETF *

Natural Gas **

Net asset value, at December 31, 2023

2 unchanged sentences

Change in net asset value from operations

Net asset value, at September 30, 2023

Net asset value, at March 31, 2024

Market value per share, at December 31, 2023 †

Market value per share, at September 30, 2023 †

Market value per share, at March 31, 2024 †

Total Return, at net asset value^

3 unchanged sentences

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

See Note 1 and Note 8 of these Notes to Financial Statements.

Percentages are annualized.

The amount shown for a share outstanding throughout the period

may not accord with the change in aggregate gains and losses during the period because of timing of creation and redemption units in relation to fluctuating net asset value during the period.

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended September 30, 2023.

Percentages are not annualized for the period ended March 31, 2024.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if brokerage commissions and futures account fees were excluded.

For the Nine Months Ended September 30, 2023 (unaudited)

For the Three Months Ended March 31, 2024 (unaudited)

Per Share Operating

Futures ETF *

Natural Gas *

Net asset value, at December 31, 2023

2 unchanged sentences

Change in net asset value from operations

Net asset value, at September 30, 2023

Net asset value, at March 31, 2024

Market value per share, at December 31, 2023 †

Market value per share, at September 30, 2023 †

Market value per share, at March 31, 2024 †

Total Return, at net asset value^

3 unchanged sentences

Net investment income gain (loss)

See Note 1 of these Notes to Financial Statements.

Percentages are annualized.

1 unchanged sentence

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended September 30, 2023.

Percentages are not annualized for the period ended March 31, 2024.

The expense ratio would be 0.95 %, 0.95 %, 0.95 %, 0.95 %, 0.95 % and 0.95 %, respectively, if brokerage commissions and futures account fees were excluded.

For the Nine Months Ended September 30, 2023 (unaudited)

For the Three Months Ended March 31, 2024 (unaudited)

Per Share Operating

Futures ETF **

Net asset value, at December 31, 2023

2 unchanged sentences

Change in net asset value from operations

Net asset value, at September 30, 2023

Net asset value, at March 31, 2024

Market value per share, at December 31, 2023 †

Market value per share, at September 30, 2023 †

Market value per share, at March 31, 2024 †

Total Return, at net asset value^

3 unchanged sentences

Net investment income gain (loss)

See Note 8 of these Notes to Financial Statements.

See Note 1 and Note 8 of these Notes to Financial Statements.

Percentages are annualized.

1 unchanged sentence

Market values are determined at the close of the applicable primary listing exchange, which may be later than when the Funds’ net asset value is calculated.

Percentages are not annualized for the period ended September 30, 2023.

Percentages are not annualized for the period ended March 31, 2024.

The expense ratio would be 0.95 %, 0.95 %, 0.85 % and 0.85 %, respectively, if brokerage commissions and futures account fees were excluded.

67 unchanged sentences

Title VII of the Dodd-Frank Act (“Title VII”) created a regulatory regime for derivatives, with the CFTC responsible for the regulation of swaps and the SEC responsible for the regulation of “security-based swaps.” Although some of the SEC requirements have not yet been made effective, the CFTC requirements are largely in place.

The CFTC requirements include rules for some of the types of derivatives

transactions in which the Funds engages, including mandatory clearing and exchange trading, reporting, and margin for OTC swaps.

The CFTC requirements include rules for some of the types of derivatives transactions in which the Funds engages, including mandatory clearing and exchange trading, reporting, and margin for OTC swaps.

Title VII also created new categories of regulated market participants, such as “swap dealers,” “security-based swap dealers,” “major swap participants,” and “major security-based swap participants” who are, or will be, subject to significant new capital, registration, recordkeeping, reporting, disclosure, business conduct and other regulatory requirements.

86 unchanged sentences

These conditions also can impact the ability of the Funds to complete creation and redemption transactions and disrupt Fund trading in the secondary market.

Additionally, geopolitical conflict, including, war and armed conflicts (such as Russia’s continued military actions against Ukraine that started in February 2022, the Israel-Hamas conflict, the Houthi movement’s attacks on marine vessels in the Red Sea, and the expansion of such conflicts in surrounding areas), sanctions, acts of terrorism, sustained elevated inflation, supply chain issues or other events could have a significant negative impact on global financial markets and economies.

Additionally, geopolitical conflict, including, war and armed conflicts (such as Russia’s continued military actions against Ukraine that started in February 2022, the Israel-Hamas conflict, the Houthi movement’s attacks on marine vessels in the Red Sea, and the expansion of such conflicts in surrounding areas), sanctions, tariffs, the imposition of exchange controls or other cross-border trade barriers, changes in U.S.

government policy or agency staffing or agency reorganizations, acts of terrorism, sustained elevated inflation, supply chain issues or other events could have a significant negative impact on global financial markets and economies.

A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time.

1 unchanged sentence

Impacts from these events could have significant impact on a Fund’s performance, and the value of an investment in the Fund may decline significantly.

Risks Related to Trade Disputes May Negatively Affect Each Fund.

Global economies are interdependent and may be adversely affected by trade disputes with key trading partners and escalating tariffs imposed on goods and services produced by such countries.

To the extent a country engages in retaliatory tariffs, a company that relies on imported parts to produce its own goods may experience increased costs of production or reduced profitability, which may affect consumers, investors and the domestic economy.

Trade disputes and retaliatory actions may include embargoes and other trade limitations, which may trigger a significant reduction in international trade and impact the global economy.

Trade disputes may also lead to increased currency exchange rate volatility, which can adversely affect the prices of the Fund securities valued in U.S.

The potential threat of trade disputes may also negatively affect investor confidence in the markets generally and investment growth.

NOTE 8 – SUBSEQUENT EVENTS

On October 28, 2024, the Trust announced a 2-for-1 forward split of the shares of beneficial interest of ProShares UltraShort Yen (ticker symbol:

YCS) and a 1-for-4 reverse split of the shares of beneficial interest of ProShares UltraShort Silver (ticker symbol:

ZSL) and ProShares VIX Short-Term Futures (ticker symbol:

VIXY) and a 1-for-5 reverse split of the shares of beneficial interest of ProShares Ultra Bloomberg Natural Gas (ticker symbol:

The splits were effective prior to market open on November 7, 2024 , when the funds began trading at its post-split price.

The splits were applied retroactively for all periods presented, reducing (increasing) the number of shares outstanding and resulted in a proportionate increase (decrease) in the price per share and the per share information of the fund.

Therefore, the splits did not change the aggregate net asset value of a shareholder’s investment at the time of the splits.

For ZSL, VIXY, BOIL shareholders who hold a quantity of shares that is not an exact multiple of the Reverse Split ratio (i.e., not a multiple of 4 or 5), the Reverse Split will result in the creation of a fractional share.

Post-Reverse Split fractional shares will be redeemed for cash and sent to the shareholder’s broker of record.

This redemption may cause some shareholders to realize gains or losses, which could be a taxable event for those shareholders.

Management has evaluated the possibility of subsequent events existing in the Trust’s

and the Funds’ financial statements through the date the financial statements were issued.

Management has determined that there are no material events that would require disclosure in the Trust’s or the Funds’ financial statements through this date.

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 1. Financial Statements