ProShares Trust II 10-Q

Item 1. Financial Statements. Index Documents Page Statements of Financial Condition, Schedule of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity, and Statements of Cash Flows: ProShares Short VIX Short-Term Futures ETF F-2 ProShares Ultra Bloomberg Crude Oil F-7 ProShares Ultra Bloomberg Natural Gas F-16 ProShares Ultra Euro F-17 ProShares Ultra Gold F-23 ProShares Ultra Silver F-27 ProShares Ultra VIX Short-Term Futures ETF F-32 ProShares Ultra Yen F-37 ProShares UltraShort Bloomberg Crude Oil F-42 ProShares UltraShort Bloomberg Natural Gas F-47 ProShares UltraShort Euro F-52 ProShares UltraShort Gold F-57 ProShares UltraShort Silver F-63 ProShares UltraShort Yen F-67 ProShares VIX Mid-Term Futures ETF F-72 ProShares VIX Short-Term Futures ETF F-77 ProShares Trust II F-82 Notes to Financial Statements F-86 F-1 Table of Contents PROSHARES SHORT VIX SHORT-TERM FUTURES ETF STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Short-term U.S. government and agency obligations (Note 3) (cost $ 89,383,487 and $ 24,931,067 , respectively) $ 89,382,632 $ 24,937,875 Cash 55,250,115 160,200,226 Segregated cash balances with brokers for futures contracts 85,909,186 80,953,814 Receivable on open futures contracts 1,306,772 806,556 Interest receivable 468,868 438,452 Total assets 232,317,573 267,336,923 Liabilities and shareholders’ equity Liabilities Payable on open futures contracts —   1,011,830 Brokerage commissions and futures account fees payable 6,433 6,902 Payable to Sponso r 203,284 227,958 Total liabilities 209,717 1,246,690 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 232,107,856 266,090,233 Total liabilities and shareholders’ equity $ 232,317,573 $ 267,336,923 Shares outstanding 5,068,614 5,318,614 Net asset value per share $ 45.79 $ 50.03 Market value per share (Note 2) $ 45.76 $ 50.06 See accompanying notes to financial statements. F-2 Table of Contents PROSHARES SHORT VIX SHORT-TERM FUTURES ETF SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Principal Amount Value Short-term U.S. government and agency obligations ( 39 % of shareholders’ equity) U.S. Treasury Bills ^^ : 4.367 % due 05/13/25 $ 40,000,000 $ 39,802,132 4.249 % due 06/12/25 50,000,000 49,580,500 Total short-term U.S. government and agency obligations (cost $ 89,383,487 ) $ 89,382,632 Futures Contracts Sold Number of Contracts Notional Amount at Value Unrealized Appreciation (Depreciation)/Value VIX Futures - Cboe, expires April 2025 2,951 $ 61,509,169 $ ( 355,759 ) VIX Futures - Cboe, expires May 2025 2,677 54,844,234 ( 2,888,267 ) $ ( 3,244,026 ) ^^ Rates shown represent discount rate at the time of purchase. See accompanying notes to financial statements. F-3 Table of Contents PROSHARES SHORT VIX SHORT-TERM FUTURES ETF STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 2,155,917 $ 3,309,285 Expenses Management fee 555,389 740,396 Brokerage commissions 127,212 171,599 Futures accounts fees 25,697 —   Total expenses 708,298 911,995 Net investment income (loss) 1,447,619 2,397,290 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Futures contracts ( 17,636,853 ) 28,496,948 Short-term U.S. government and agency obligations —   17,669 Net realized gain (loss) ( 17,636,853 ) 28,514,617 Change in net unrealized appreciation (depreciation) on Futures contracts ( 235,275 ) ( 4,627,587 ) Short-term U.S. government and agency obligations ( 7,663 ) ( 27,234 ) Change in net unrealized appreciation (depreciation) ( 242,938 ) ( 4,654,821 ) Net realized and unrealized gain (loss) ( 17,879,791 ) 23,859,796 Net income (loss) $ ( 16,432,172 ) $ 26,257,086 See accompanying notes to financial statements. F-4 Table of Contents PROSHARES SHORT VIX SHORT-TERM FUTURES ETF STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 266,090,233 $ 267,184,359 Addition of 2,250,000 and 2,400,000 shares, respectively 106,382,989 128,429,751 Redemption of 2,500,000 and 2,000,000 shares, respectively ( 123,933,194 ) ( 107,892,397 ) Net addition (redemption) of ( 250,000 ) and 400,000 shares, respectively ( 17,550,205 ) 20,537,354 Net investment income (loss) 1,447,619 2,397,290 Net realized gain (loss) ( 17,636,853 ) 28,514,617 Change in net unrealized appreciation (depreciation) ( 242,938 ) ( 4,654,821 ) Net income (loss) ( 16,432,172 ) 26,257,086 Shareholders’ equity, end of period $ 232,107,856 $ 313,978,799 See accompanying notes to financial statements. F-5 Table of Contents PROSHARES SHORT VIX SHORT-TERM FUTURES ETF STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ ( 16,432,172 ) $ 26,257,086 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 ( 253,581,889 ) ( 172,768,544 ) Proceeds from sales or maturities of short-term U.S. government and agency obligations 190,000,000 135,017,669 Net amortization and accretion on short-term U.S. government and agency obligations ( 870,531 ) ( 1,605,815 ) Net realized (gain) loss on investments —   ( 17,669 ) Change in unrealized (appreciation) depreciation on investments 7,663 27,234 Decrease (Increase) in receivable on open futures contracts ( 500,216 ) ( 7,757,597 ) Decrease (Increase) in interest receivable ( 30,416 ) 53,826 Increase (Decrease) in payable to Sponsor ( 24,674 ) 5,160 Increase (Decrease) in brokerage commissions and futures account fees payable ( 469 ) ( 2,131 ) Increase (Decrease) in payable on open futures contracts ( 1,011,830 ) 1,266,315 Net cash provided by (used in) operating activities ( 82,444,534 ) ( 19,524,466 ) Cash flow from financing activities Proceeds from addition of shares 106,382,989 128,429,751 Payment on shares redeemed ( 123,933,194 ) ( 123,414,713 ) Net cash provided by (used in) financing activities ( 17,550,205 ) 5,015,038 Net increase (decrease) in cash ( 99,994,739 ) ( 14,509,428 ) Cash, beginning of period 241,154,040 162,331,287 Cash, end of period $ 141,159,301 $ 147,821,859 See accompanying notes to financial statements. F-6 Table of Contents PROSHARES ULTRA BLOOMBERG CRUDE OIL STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Short-term U.S. government and agency obligations (Note 3) (cost $ 188,868,730 and $ 99,724,267 , respectively) $ 188,867,108 $ 99,751,500 Cash 107,925,036 259,419,820 Segregated cash balances with brokers for futures contracts 30,647,218 42,171,314 Segregated cash balances with brokers for swap agreements 68,516,617 84,264,200 Unrealized appreciation on swap agreements 36,765,912 38,215,610 Receivable on open futures contracts 4,979,510 2,157,183 Interest receivable 519,538 692,226 Total assets 438,220,939 526,671,853 Liabilities and shareholders’ equity Liabilities Payable for capital shares redeemed 5,425,116 2,748,471 Payable on open futures contracts —   70,422 Payable to Sponso r 331,996 432,896 Total liabilities 5,757,112 3,251,789 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 432,463,827 523,420,064 Total liabilities and shareholders’ equity $ 438,220,939 $ 526,671,853 Shares outstanding 15,943,096 19,043,096 Net asset value per share $ 27.13 $ 27.49 Market value per share (Note 2) $ 27.06 $ 27.50 See accompanying notes to financial statements. F-7 Table of Contents PROSHARES ULTRA BLOOMBERG CRUDE OIL SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Principal Amount Value Short-term U.S. government and agency obligations ( 44 % of shareholders’ equity) U.S. Treasury Bills ^^ : 4.387 % due 04/29/25 † $ 50,000,000 $ 49,835,110 4.367 % due 05/13/25 † 60,000,000 59,703,198 4.249 % due 06/12/25 † 80,000,000 79,328,800 Total short-term U.S. government and agency obligations (cost $ 188,868,730 ) $ 188,867,108 Futures Contracts Purchased Number of Contracts Notional Amount at Value Unrealized Appreciation (Depreciation)/Value WTI Crude Oil - NYMEX, expires June 2025 1,222 $ 86,700,900 $ 5,335,281 WTI Crude Oil - NYMEX, expires December 2025 1,269 85,555,980 3,301,577 WTI Crude Oil - NYMEX, expires June 2026 1,292 85,026,520 3,241,430 $ 11,878,288 Total Return Swap Agreements ^ Rate Paid (Received) * Termination Date Notional Amount at Value ** Unrealized Appreciation (Depreciation)/Value Swap agreement with Citibank, N.A. based on Bloomberg Commodity Balanced WTI Crude Oil Index 0.35 % 04/07/25 $ 54,447,706 $ 3,294,012 Swap agreement with Goldman Sachs International based on Bloomberg Commodity Balanced WTI Crude Oil Index 0.35 04/07/25 236,270,092 14,294,020 Swap agreement with Morgan Stanley & Co. International PLC based on Bloomberg Commodity Balanced WTI Crude Oil Index 0.35 04/07/25 71,775,686 4,342,332 Swap agreement with Societe Generale based on Bloomberg Commodity Balanced WTI Crude Oil Index 0.25 04/07/25 179,344,961 10,861,665 Swap agreement with UBS AG based on Bloomberg Commodity Balanced WTI Crude Oil Index 0.30 04/07/25 65,650,581 3,973,883 Total Unrealized Appreciation $ 36,765,912 † All or partial amount pledged as collateral for swap agreements. ^ 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. ^^ Rates shown represent discount rate at the time of purchase. * 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. ** For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index. See accompanying notes to financial statements. F-8 Table of Contents PROSHARES ULTRA BLOOMBERG CRUDE OIL STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 3,505,104 $ 5,010,450 Expenses Management fee 964,913 1,477,017 Brokerage commissions 46,568 61,804 Total expenses 1,011,481 1,538,821 Net investment income (loss) 2,493,623 3,471,629 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Futures contracts 11,158,728 16,466,837 Swap agreements 4,358,133 76,651,763 Short-term U.S. government and agency obligations —   12,505 Net realized gain (loss) 15,516,861 93,131,105 Change in net unrealized appreciation (depreciation) on Futures contracts 1,014,203 25,426,977 Swap agreements ( 1,449,698 ) 29,711,430 Short-term U.S. government and agency obligations ( 28,855 ) ( 54,565 ) Change in net unrealized appreciation (depreciation) ( 464,350 ) 55,083,842 Net realized and unrealized gain (loss) 15,052,511 148,214,947 Net income (loss) $ 17,546,134 $ 151,686,576 See accompanying notes to financial statements. F-9 Table of Contents PROSHARES ULTRA BLOOMBERG CRUDE OIL STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 523,420,064 $ 652,793,437 Addition of 5,700,000 and 4,050,000 shares, respectively 145,515,138 109,039,827 Redemption of 8,800,000 and 10,900,000 shares, respectively ( 254,017,509 ) ( 316,342,945 ) Net addition (redemption) of ( 3,100,000 ) and ( 6,850,000 ) shares, respectively ( 108,502,371 ) ( 207,303,118 ) Net investment income (loss) 2,493,623 3,471,629 Net realized gain (loss) 15,516,861 93,131,105 Change in net unrealized appreciation (depreciation) ( 464,350 ) 55,083,842 Net income (loss) 17,546,134 151,686,576 Shareholders’ equity, end of period $ 432,463,827 $ 597,176,895 See accompanying notes to financial statements. F-10 Table of Contents PROSHARES ULTRA BLOOMBERG CRUDE OIL STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ 17,546,134 $ 151,686,576 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 ( 522,138,550 ) ( 379,945,998 ) Proceeds from sales or maturities of short-term U.S. government and agency obligations 435,000,000 315,012,505 Net amortization and accretion on short-term U.S. government and agency obligations ( 2,005,913 ) ( 3,606,525 ) Net realized (gain) loss on investments —   ( 12,505 ) Change in unrealized (appreciation) depreciation on investments 1,478,553 ( 29,656,865 ) Decrease (Increase) in receivable on open futures contracts ( 2,822,327 ) ( 2,343,342 ) Decrease (Increase) in interest receivable 172,688 350,287 Increase (Decrease) in payable to Sponsor ( 100,900 ) ( 62,672 ) Increase (Decrease) in brokerage commissions and futures account fees payable —   ( 2,030 ) Increase (Decrease) in payable on open futures contracts ( 70,422 ) ( 1,199,980 ) Net cash provided by (used in) operating activities ( 72,940,737 ) 50,219,451 Cash flow from financing activities Proceeds from addition of shares 145,515,138 114,294,849 Payment on shares redeemed ( 251,340,864 ) ( 316,342,945 ) Net cash provided by (used in) financing activities ( 105,825,726 ) ( 202,048,096 ) Net increase (decrease) in cash ( 178,766,463 ) ( 151,828,645 ) Cash, beginning of period 385,855,334 398,178,826 Cash, end of period $ 207,088,871 $ 246,350,181 See accompanying notes to financial statements. F-11 Table of Contents PROSHARES ULTRA BLOOMBERG NATURAL GAS STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Short-term U.S. government and agency obligations (Note 3) (cost $ 99,194,871 and $ 99,724,267 , respectively) $ 99,195,433 $ 99,751,500 Cash 67,485,793 205,241,492 Segregated cash balances with brokers for futures contracts 58,040,096 117,769,697 Receivable from capital shares sold 4,264,339 10,966,643 Receivable on open futures contracts 4,539,416 —   Interest receivable 477,911 825,264 Total assets 234,002,988 434,554,596 Liabilities and shareholders’ equity Liabilities Payable on open futures contracts 1,564,034 38,058,122 Brokerage commissions and futures account fees payable 2,808 13,669 Payable to Sponso r 198,643 401,306 Total liabilities 1,765,485 38,473,097 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 232,237,503 396,081,499 Total liabilities and shareholders’ equity $ 234,002,988 $ 434,554,596 Shares outstanding 2,723,047 7,223,047 Net asset value per share $ 85.29 $ 54.84 Market value per share (Note 2) $ 85.76 $ 55.82 See accompanying notes to financial statements. F-12 Table of Contents PROSHARES ULTRA BLOOMBERG NATURAL GAS SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Principal Amount Value Short-term U.S. government and agency obligations ( 43 % of shareholders’ equity) U.S. Treasury Bills ^^ : 4.367 % due 05/13/25 $ 10,000,000 $ 9,950,533 4.249 % due 06/12/25 90,000,000 89,244,900 Total short-term U.S. government and agency obligations (cost $ 99,194,871 ) $ 99,195,433 Futures Contracts Purchased Number of Contracts Notional Amount at Value Unrealized Appreciation (Depreciation)/Value Natural Gas - NYMEX, expires May 2025 11,276 $ 464,458,440 $ 55,126,979 ^^ Rates shown represent discount rate at the time of purchase. See accompanying notes to financial statements. F-13 Table of Contents PROSHARES ULTRA BLOOMBERG NATURAL GAS STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 2,901,053 $ 6,452,140 Expenses Management fee 703,053 1,449,427 Brokerage commissions 282,155 703,092 Futures accounts fees 98,538 88,985 Total expenses 1,083,746 2,241,504 Net investment income (loss) 1,817,307 4,210,636 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Futures contracts 222,605,228 ( 242,180,914 ) Net realized gain (loss) 222,605,228 ( 242,180,914 ) Change in net unrealized appreciation (depreciation) on Futures contracts ( 42,112,222 ) ( 136,379,348 ) Short-term U.S. government and agency obligations ( 26,671 ) ( 13,607 ) Change in net unrealized appreciation (depreciation) ( 42,138,893 ) ( 136,392,955 ) Net realized and unrealized gain (loss) 180,466,335 ( 378,573,869 ) Net income (loss) $ 182,283,642 $ ( 374,363,233 ) See accompanying notes to financial statements. F-14 Table of Contents PROSHARES ULTRA BLOOMBERG NATURAL GAS STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 396,081,499 $ 729,892,808 Addition of 5,300,000 and 8,020,000 shares, respectively 339,318,516 730,517,767 Redemption of 9,800,000 and 4,290,000 shares, respectively ( 685,446,154 ) ( 505,305,965 ) Net addition (redemption) of ( 4,500,000 ) and 3,730,000 shares, respectively ( 346,127,638 ) 225,211,802 Net investment income (loss) 1,817,307 4,210,636 Net realized gain (loss) 222,605,228 ( 242,180,914 ) Change in net unrealized appreciation (depreciation) ( 42,138,893 ) ( 136,392,955 ) Net income (loss) 182,283,642 ( 374,363,233 ) Shareholders’ equity, end of period $ 232,237,503 $ 580,741,377 See accompanying notes to financial statements. F-15 Table of Contents PROSHARES ULTRA BLOOMBERG NATURAL GAS STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ 182,283,642 $ ( 374,363,233 ) 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 ( 343,123,466 ) —   Proceeds from sales or maturities of short-term U.S. government and agency obligations 345,000,000 65,000,000 Net amortization and accretion on short-term U.S. government and agency obligations ( 1,347,138 ) ( 554,490 ) Change in unrealized (appreciation) depreciation on investments 26,671 13,607 Decrease (Increase) in receivable on open futures contracts ( 4,539,416 ) ( 15,036,929 ) Decrease (Increase) in interest receivable 347,353 1,163,149 Increase (Decrease) in payable to Sponsor ( 202,663 ) ( 183,355 ) Increase (Decrease) in brokerage commissions and futures account fees payable ( 10,861 ) ( 32,980 ) Increase (Decrease) in payable on open futures contracts ( 36,494,088 ) ( 1,871,376 ) Net cash provided by (used in) operating activities 141,940,034 ( 325,865,607 ) Cash flow from financing activities Proceeds from addition of shares 346,020,820 692,778,367 Payment on shares redeemed ( 685,446,154 ) ( 524,672,326 ) Net cash provided by (used in) financing activities ( 339,425,334 ) 168,106,041 Net increase (decrease) in cash ( 197,485,300 ) ( 157,759,566 ) Cash, beginning of period 323,011,189 701,114,381 Cash, end of period $ 125,525,889 $ 543,354,815 See accompanying notes to financial statements. F-16 Table of Contents PROSHARES ULTRA EURO STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Cash $ 4,453,942 $ 5,285,126 Segregated cash balances with brokers for foreign currency forward contracts 618,421 618,421 Unrealized appreciation on foreign currency forward contracts 27,749 2,312 Interest receivable 15,464 19,473 Total assets 5,115,576 5,925,332 Liabilities and shareholders’ equity Liabilities Payable to Sponso r 4,103 4,736 Unrealized depreciation on foreign currency forward contracts —   169,440 Total liabilities 4,103 174,176 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 5,111,473 5,751,156 Total liabilities and shareholders’ equity $ 5,115,576 $ 5,925,332 Shares outstanding 450,000 550,000 Net asset value per share $ 11.36 $ 10.46 Market value per share (Note 2) $ 11.38 $ 10.45 See accompanying notes to financial statements. F-17 Table of Contents PROSHARES ULTRA EURO SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Foreign Currency Forward Contracts ^ Settlement Date Contract Amount in Local Currency Contract Amount in U.S. Dollars Unrealized Appreciation (Depreciation)/ Value Contracts to Purchase Euro with Goldman Sachs International 04/04/25 5,661,921 $ 6,123,558 $ 18,318 Euro with UBS AG 04/04/25 3,991,502 4,316,943 9,075 Total Unrealized Appreciation $ 27,393 Contracts to Sell Euro with Goldman Sachs International 04/04/25 ( 105,000 ) $ ( 113,561 ) $ 224 Euro with UBS AG 04/04/25 ( 111,000 ) ( 120,050 ) 132 Total Unrealized Appreciation $ 356 ^ 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. See accompanying notes to financial statements. F-18 Table of Contents PROSHARES ULTRA EURO STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 45,472 $ 78,486 Expenses Management fee 11,812 15,935 Total expenses 11,812 15,935 Net investment income (loss) 33,660 62,551 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Foreign currency forward contracts 160,517 144,574 Net realized gain (loss) 160,517 144,574 Change in net unrealized appreciation (depreciation) on Foreign currency forward contracts 194,877 ( 509,514 ) Change in net unrealized appreciation (depreciation) 194,877 ( 509,514 ) Net realized and unrealized gain (loss) 355,394 ( 364,940 ) Net income (loss) $ 389,054 $ ( 302,389 ) See accompanying notes to financial statements. F-19 Table of Contents PROSHARES ULTRA EURO STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 5,751,156 $ 7,114,015 Addition of – and 100,000 shares, respectively —   1,140,357 Redemption of 100,000 and 100,000 shares, respectively ( 1,028,737 ) ( 1,147,935 ) Net addition (redemption) of ( 100,000 ) and – shares, respectively ( 1,028,737 ) ( 7,578 ) Net investment income (loss) 33,660 62,551 Net realized gain (loss) 160,517 144,574 Change in net unrealized appreciation (depreciation) 194,877 ( 509,514 ) Net income (loss) 389,054 ( 302,389 ) Shareholders’ equity, end of period $ 5,111,473 $ 6,804,048 See accompanying notes to financial statements. F-20 Table of Contents PROSHARES ULTRA EURO STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ 389,054 $ ( 302,389 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Change in unrealized (appreciation) depreciation on investments ( 194,877 ) 509,514 Decrease (Increase) in interest receivable 4,009 ( 562 ) Increase (Decrease) in payable to Sponsor ( 633 ) ( 56 ) Net cash provided by (used in) operating activities 197,553 206,507 Cash flow from financing activities Proceeds from addition of shares —   1,140,357 Payment on shares redeemed ( 1,028,737 ) ( 1,147,935 ) Net cash provided by (used in) financing activities ( 1,028,737 ) ( 7,578 ) Net increase (decrease) in cash ( 831,184 ) 198,929 Cash, beginning of period 5,903,547 6,785,459 Cash, end of period $ 5,072,363 $ 6,984,388 See accompanying notes to financial statements. F-21 Table of Contents PROSHARES ULTRA GOLD STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Short-term U.S. government and agency obligations (Note 3) (cost $ 248,399,602 and $ 74,793,200 , respectively) $ 248,398,141 $ 74,813,625 Cash 175,397,098 203,750,372 Segregated cash balances with brokers for futures contracts 26,950,000 11,408,000 Unrealized appreciation on swap agreements 23,565,471 —   Receivable on open futures contracts 6,036,294 1,952,335 Interest receivable 605,353 371,587 Total assets 480,952,357 292,295,919 Liabilities and shareholders’ equity Liabilities Payable to Sponso r 332,932 238,455 Unrealized depreciation on swap agreements —   2,348,132 Total liabilities 332,932 2,586,587 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 480,619,425 289,709,332 Total liabilities and shareholders’ equity $ 480,952,357 $ 292,295,919 Shares outstanding 3,750,000 3,100,000 Net asset value per share $ 128.17 $ 93.45 Market value per share (Note 2) $ 128.72 $ 93.48 See accompanying notes to financial statements. F-22 Table of Contents PROSHARES ULTRA GOLD SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Principal Amount Value Short-term U.S. government and agency obligations ( 52 % of shareholders’ equity) U.S. Treasury Bills ^^ : 4.387 % due 04/29/25 † $ 50,000,000 $ 49,835,110 4.367 % due 05/13/25 70,000,000 69,653,731 4.249 % due 06/12/25 † 130,000,000 128,909,300 Total short-term U.S. government and agency obligations (cost $ 248,399,602 ) $ 248,398,141 Futures Contracts Purchased Number of Contracts Notional Amount at Value Unrealized Appreciation (Depreciation)/Value Gold Futures - COMEX, expires June 2025 1,843 $ 580,600,290 $ 29,709,593 Total Return Swap Agreements ^ Rate Paid (Received) * Termination Date Notional Amount at Value ** Unrealized Appreciation (Depreciation)/Value Swap agreement with Citibank, N.A. based on Bloomberg Gold Subindex 0.25 % 04/07/25 $ 163,451,198 $ 10,118,672 Swap agreement with Goldman Sachs International based on Bloomberg Gold Subindex 0.25 04/07/25 77,634,149 4,806,049 Swap agreement with UBS AG based on Bloomberg Gold Subindex 0.25 04/07/25 139,577,699 8,640,750 Total Unrealized Appreciation $ 23,565,471 † All or partial amount pledged as collateral for swap agreements. ^ 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. ^^ Rates shown represent discount rate at the time of purchase. * 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. ** For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index. See accompanying notes to financial statements. F-23 Table of Contents PROSHARES ULTRA GOLD STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 3,738,547 $ 2,013,915 Expenses Management fee 863,544 436,603 Brokerage commissions 19,344 9,873 Total expenses 882,888 446,476 Net investment income (loss) 2,855,659 1,567,439 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Futures contracts 29,332,072 6,965,052 Swap agreements 29,096,514 11,506,219 Short-term U.S. government and agency obligations —   3,011 Net realized gain (loss) 58,428,586 18,474,282 Change in net unrealized appreciation (depreciation) on Futures contracts 30,133,001 ( 1,719,120 ) Swap agreements 25,913,603 4,456,434 Short-term U.S. government and agency obligations ( 21,886 ) ( 16,122 ) Change in net unrealized appreciation (depreciation) 56,024,718 2,721,192 Net realized and unrealized gain (loss) 114,453,304 21,195,474 Net income (loss) $ 117,308,963 $ 22,762,913 See accompanying notes to financial statements. F-24 Table of Contents PROSHARES ULTRA GOLD STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 289,709,332 $ 191,502,023 Addition of 850,000 and 450,000 shares, respectively 96,700,763 29,329,988 Redemption of 200,000 and 450,000 shares, respectively ( 23,099,633 ) ( 27,624,083 ) Net addition (redemption) of 650,000 and – shares, respectively 73,601,130 1,705,905 Net investment income (loss) 2,855,659 1,567,439 Net realized gain (loss) 58,428,586 18,474,282 Change in net unrealized appreciation (depreciation) 56,024,718 2,721,192 Net income (loss) 117,308,963 22,762,913 Shareholders’ equity, end of period $ 480,619,425 $ 215,970,841 See accompanying notes to financial statements. F-25 Table of Contents PROSHARES ULTRA GOLD STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ 117,308,963 $ 22,762,913 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 ( 616,446,985 ) ( 162,692,795 ) Proceeds from sales or maturities of short-term U.S. government and agency obligations 445,000,000 85,003,011 Net amortization and accretion on short-term U.S. government and agency obligations ( 2,159,417 ) ( 1,403,697 ) Net realized (gain) loss on investments —   ( 3,011 ) Change in unrealized (appreciation) depreciation on investments ( 25,891,717 ) ( 4,440,312 ) Decrease (Increase) in receivable on open futures contracts ( 4,083,959 ) ( 1,065,148 ) Decrease (Increase) in interest receivable ( 233,766 ) 130,700 Increase (Decrease) in payable to Sponsor 94,477 11,778 Increase (Decrease) in payable on open futures contracts —   ( 564,042 ) Net cash provided by (used in) operating activities ( 86,412,404 ) ( 62,260,603 ) Cash flow from financing activities Proceeds from addition of shares 96,700,763 25,730,393 Payment on shares redeemed ( 23,099,633 ) ( 27,624,083 ) Net cash provided by (used in) financing activities 73,601,130 ( 1,893,690 ) Net increase (decrease) in cash ( 12,811,274 ) ( 64,154,293 ) Cash, beginning of period 215,158,372 129,351,977 Cash, end of period $ 202,347,098 $ 65,197,684 See accompanying notes to financial statements. F-26 Table of Contents PROSHARES ULTRA SILVER STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Short-term U.S. government and agency obligations (Note 3) (cost $ 337,920,160 and $ 124,655,333 , respectively) $ 337,917,050 $ 124,689,375 Cash 308,016,768 376,597,126 Segregated cash balances with brokers for futures contracts 52,377,000 38,668,750 Segregated cash balances with brokers for swap agreements —   76,561,398 Unrealized appreciation on swap agreements 28,024,204 —   Securities sold receivable 18,161,000 —   Receivable on open futures contracts 2,002,991 —   Interest receivable 1,054,995 851,132 Total assets 747,554,008 617,367,781 Liabilities and shareholders’ equity Liabilities Payable for capital shares redeemed 27,445,366 —   Payable on open futures contracts 1,563,102 2,258,150 Payable to Sponso r 553,081 507,430 Unrealized depreciation on swap agreements —   52,518,908 Total liabilities 29,561,549 55,284,488 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 717,992,459 562,083,293 Total liabilities and shareholders’ equity $ 747,554,008 $ 617,367,781 Shares outstanding 15,696,526 16,746,526 Net asset value per share $ 45.74 $ 33.56 Market value per share (Note 2) $ 46.16 $ 33.67 See accompanying notes to financial statements. F-27 Table of Contents PROSHARES ULTRA SILVER SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Principal Amount Value Short-term U.S. government and agency obligations ( 47 % of shareholders’ equity) U.S. Treasury Bills ^^ : 4.387 % due 04/29/25 † $ 70,000,000 $ 69,769,154 4.367 % due 05/13/25 † 120,000,000 119,406,396 4.249 % due 06/12/25 † 150,000,000 148,741,500 Total short-term U.S. government and agency obligations (cost $ 337,920,160 ) $ 337,917,050 Futures Contracts Purchased Number of Contracts Notional Amount at Value Unrealized Appreciation (Depreciation)/Value Silver Futures - COMEX, expires May 2025 3,875 $ 670,588,125 $ 29,867,976 Total Return Swap Agreements ^ Rate Paid (Received) * Termination Date Notional Amount at Value ** Unrealized Appreciation (Depreciation)/Value Swap agreement with Citibank, N.A. based on Bloomberg Silver Subindex 0.25 % 04/07/25 $ 340,679,271 $ 12,474,070 Swap agreement with Goldman Sachs International based on Bloomberg Silver Subindex 0.30 04/07/25 29,985,332 1,096,932 Swap agreement with Morgan Stanley & Co. International PLC based on Bloomberg Silver Subindex 0.30 04/07/25 203,438,889 7,442,262 Swap agreement with UBS AG based on Bloomberg Silver Subindex 0.25 04/07/25 191,475,722 7,010,940 Total Unrealized Appreciation $ 28,024,204 † All or partial amount pledged as collateral for swap agreements. ^ 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. ^^ Rates shown represent discount rate at the time of purchase. * 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. ** For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index. See accompanying notes to financial statements. F-28 Table of Contents PROSHARES ULTRA SILVER STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 6,019,905 $ 3,634,857 Expenses Management fee 1,516,455 873,901 Brokerage commissions 46,556 28,042 Total expenses 1,563,011 901,943 Net investment income (loss) 4,456,894 2,732,914 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Futures contracts 23,172,336 ( 5,638,782 ) Swap agreements 31,538,451 1,168,070 Short-term U.S. government and agency obligations —   4,797 Net realized gain (loss) 54,710,787 ( 4,465,915 ) Change in net unrealized appreciation (depreciation) on Futures contracts 58,771,511 10,280,846 Swap agreements 80,543,112 11,359,676 Short-term U.S. government and agency obligations ( 37,152 ) ( 31,923 ) Change in net unrealized appreciation (depreciation) 139,277,471 21,608,599 Net realized and unrealized gain (loss) 193,988,258 17,142,684 Net income (loss) $ 198,445,152 $ 19,875,598 See accompanying notes to financial statements. F-29 Table of Contents PROSHARES ULTRA SILVER STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 562,083,293 $ 390,146,373 Addition of 4,850,000 and 2,300,000 shares, respectively 203,711,879 58,374,730 Redemption of 5,900,000 and 2,450,000 shares, respectively ( 246,247,865 ) ( 64,811,957 ) Net addition (redemption) of ( 1,050,000 ) and ( 150,000 ) shares, respectively ( 42,535,986 ) ( 6,437,227 ) Net investment income (loss) 4,456,894 2,732,914 Net realized gain (loss) 54,710,787 ( 4,465,915 ) Change in net unrealized appreciation (depreciation) 139,277,471 21,608,599 Net income (loss) 198,445,152 19,875,598 Shareholders’ equity, end of period $ 717,992,459 $ 403,584,744 See accompanying notes to financial statements. F-30 Table of Contents PROSHARES ULTRA SILVER STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ 198,445,152 $ 19,875,598 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 ( 944,854,868 ) ( 263,537,090 ) Proceeds from sales or maturities of short-term U.S. government and agency obligations 735,000,000 175,004,797 Net amortization and accretion on short-term U.S. government and agency obligations ( 3,409,959 ) ( 2,299,027 ) Net realized (gain) loss on investments —   ( 4,797 ) Change in unrealized (appreciation) depreciation on investments ( 80,505,960 ) ( 11,327,753 ) Decrease (Increase) in securities sold receivable ( 18,161,000 ) —   Decrease (Increase) in receivable on open futures contracts ( 2,002,991 ) ( 714,136 ) Decrease (Increase) in interest receivable ( 203,863 ) 199,060 Increase (Decrease) in payable to Sponsor 45,651 2,189 Increase (Decrease) in payable on open futures contracts ( 695,048 ) ( 3,503,958 ) Net cash provided by (used in) operating activities ( 116,342,886 ) ( 86,305,117 ) Cash flow from financing activities Proceeds from addition of shares 203,711,879 55,397,560 Payment on shares redeemed ( 218,802,499 ) ( 64,811,957 ) Net cash provided by (used in) financing activities ( 15,090,620 ) ( 9,414,397 ) Net increase (decrease) in cash ( 131,433,506 ) ( 95,719,514 ) Cash, beginning of period 491,827,274 279,193,929 Cash, end of period $ 360,393,768 $ 183,474,415 See accompanying notes to financial statements. F-31 Table of Contents PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Short-term U.S. government and agency obligations (Note 3) (cost $ 49,803,043 and $ 24,931,067 , respectively) $ 49,802,132 $ 24,937,875 Cash 136,575,062 88,749,502 Segregated cash balances with brokers for futures contracts 176,653,966 161,872,327 Receivable on open futures contracts 54,902,802 9,002,751 Interest receivable 477,097 803,191 Total assets 418,411,059 285,365,646 Liabilities and shareholders’ equity Liabilities Payable for capital shares redeemed 93,752,420 —   Payable on open futures contracts 1,042,759 613,972 Brokerage commissions and futures account fees payable 19,034 24,616 Payable to Sponso r 214,903 274,998 Total liabilities 95,029,116 913,586 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 323,381,943 284,452,060 Total liabilities and shareholders’ equity $ 418,411,059 $ 285,365,646 Shares outstanding 13,793,643 13,693,643 Net asset value per share $ 23.44 $ 20.77 Market value per share (Note 2) $ 23.43 $ 20.72 See accompanying notes to financial statements. F-32 Table of Contents PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Principal Amount Value Short-term U.S. government and agency obligations ( 15 % of shareholders’ equity) U.S. Treasury Bills ^^ : 4.387 % due 04/29/25 $ 30,000,000 $ 29,901,066 4.367 % due 05/13/25 20,000,000 19,901,066 Total short-term U.S. government and agency obligations (cost $ 49,803,043 ) $ 49,802,132 Futures Contracts Purchased Number of Contracts Notional Amount at Value Unrealized Appreciation (Depreciation)/Value VIX Futures - Cboe, expires April 2025 12,297 $ 256,312,520 $ 20,851,935 VIX Futures - Cboe, expires May 2025 11,145 228,329,844 12,765,137 $ 33,617,072 ^^ Rates shown represent discount rate at the time of purchase. See accompanying notes to financial statements. F-33 Table of Contents PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 2,887,526 $ 2,758,242 Expenses Management fee 836,310 667,531 Brokerage commissions 887,712 486,546 Futures accounts fees 86,907 86,170 Total expenses 1,810,929 1,240,247 Net investment income (loss) 1,076,597 1,517,995 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Futures contracts 99,921,457 ( 91,003,229 ) Short-term U.S. government and agency obligations ( 70 ) 10,637 Net realized gain (loss) 99,921,387 ( 90,992,592 ) Change in net unrealized appreciation (depreciation) on Futures contracts 19,641,080 13,285,128 Short-term U.S. government and agency obligations ( 7,719 ) ( 4,559 ) Change in net unrealized appreciation (depreciation) 19,633,361 13,280,569 Net realized and unrealized gain (loss) 119,554,748 ( 77,712,023 ) Net income (loss) $ 120,631,345 $ ( 76,194,028 ) See accompanying notes to financial statements. F-34 Table of Contents PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 284,452,060 $ 348,555,743 Addition of 45,350,000 and 2,820,000 shares, respectively 881,018,888 94,706,832 Redemption of 45,250,000 and 2,240,000 shares, respectively ( 962,720,350 ) ( 88,827,898 ) Net addition (redemption) of 100,000 and 580,000 shares, respectively ( 81,701,462 ) 5,878,934 Net investment income (loss) 1,076,597 1,517,995 Net realized gain (loss) 99,921,387 ( 90,992,592 ) Change in net unrealized appreciation (depreciation) 19,633,361 13,280,569 Net income (loss) 120,631,345 ( 76,194,028 ) Shareholders’ equity, end of period $ 323,381,943 $ 278,240,649 See accompanying notes to financial statements. F-35 Table of Contents PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ 120,631,345 $ ( 76,194,028 ) 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 ( 218,972,961 ) ( 105,703,000 ) Proceeds from sales or maturities of short-term U.S. government and agency obligations 194,910,250 46,921,617 Net amortization and accretion on short-term U.S. government and agency obligations ( 809,335 ) ( 520,411 ) Net realized (gain) loss on investments 70 ( 10,637 ) Change in unrealized (appreciation) depreciation on investments 7,719 4,559 Decrease (Increase) in receivable on open futures contracts ( 45,900,051 ) ( 201,091 ) Decrease (Increase) in interest receivable 326,094 390,696 Increase (Decrease) in payable to Sponsor ( 60,095 ) ( 93,351 ) Increase (Decrease) in brokerage commissions and futures account fees payable ( 5,582 ) ( 12,991 ) Increase (Decrease) in payable on open futures contracts 428,787 648,632 Net cash provided by (used in) operating activities 50,556,241 ( 134,770,005 ) Cash flow from financing activities Proceeds from addition of shares 881,018,888 90,929,010 Payment on shares redeemed ( 868,967,930 ) ( 88,827,898 ) Net cash provided by (used in) financing activities 12,050,958 2,101,112 Net increase (decrease) in cash 62,607,199 ( 132,668,893 ) Cash, beginning of period 250,621,829 337,411,617 Cash, end of period $ 313,229,028 $ 204,742,724 See accompanying notes to financial statements. F-36 Table of Contents PROSHARES ULTRA YEN STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Cash $ 54,459,954 $ 39,802,626 Segregated cash balances with brokers for foreign currency forward contracts 8,264,608 8,805,479 Unrealized appreciation on foreign currency forward contracts 48,567 146,194 Interest receivable 202,004 149,992 Total assets 62,975,133 48,904,291 Liabilities and shareholders’ equity Liabilities Payable to Sponso r 51,865 37,154 Unrealized depreciation on foreign currency forward contracts 1,595,925 4,361,491 Total liabilities 1,647,790 4,398,645 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 61,327,343 44,505,646 Total liabilities and shareholders’ equity $ 62,975,133 $ 48,904,291 Shares outstanding 2,799,970 2,199,970 Net asset value per share $ 21.90 $ 20.23 Market value per share (Note 2) $ 21.89 $ 20.35 See accompanying notes to financial statements. F-37 Table of Contents PROSHARES ULTRA YEN SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Foreign Currency Forward Contracts ^ Settlement Date Contract Amount in Local Currency Contract Amount in U.S. Dollars Unrealized Appreciation (Depreciation)/ Value Contracts to Purchase Yen with Goldman Sachs International 04/04/25 9,854,369,056 $ 65,729,696 $ ( 789,935 ) Yen with UBS AG 04/04/25 10,126,928,856 67,547,700 ( 805,990 ) Total Unrealized Depreciation $ ( 1,595,925 ) Contracts to Sell Yen with Goldman Sachs International 04/04/25 ( 289,802,000 ) $ ( 1,933,010 ) $ 463 Yen with UBS AG 04/04/25 ( 1,286,656,000 ) ( 8,582,133 ) 48,104 Total Unrealized Appreciation $ 48,567 ^ 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. See accompanying notes to financial statements. F-38 Table of Contents PROSHARES ULTRA YEN STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 528,121 $ 370,254 Expenses Management fee 137,014 77,236 Total expenses 137,014 77,236 Net investment income (loss) 391,107 293,018 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Foreign currency forward contracts 1,642,642 ( 2,031,575 ) Net realized gain (loss) 1,642,642 ( 2,031,575 ) Change in net unrealized appreciation (depreciation) on Foreign currency forward contracts 2,667,939 ( 3,578,931 ) Change in net unrealized appreciation (depreciation) 2,667,939 ( 3,578,931 ) Net realized and unrealized gain (loss) 4,310,581 ( 5,610,506 ) Net income (loss) $ 4,701,688 $ ( 5,317,488 ) See accompanying notes to financial statements. F-39 Table of Contents PROSHARES ULTRA YEN STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 44,505,646 $ 30,205,770 Addition of 900,000 and 800,000 shares, respectively 18,743,712 19,596,625 Redemption of 300,000 and 100,000 shares, respectively ( 6,623,703 ) ( 2,490,362 ) Net addition (redemption) of 600,000 and 700,000 shares, respectively 12,120,009 17,106,263 Net investment income (loss) 391,107 293,018 Net realized gain (loss) 1,642,642 ( 2,031,575 ) Change in net unrealized appreciation (depreciation) 2,667,939 ( 3,578,931 ) Net income (loss) 4,701,688 ( 5,317,488 ) Shareholders’ equity, end of period $ 61,327,343 $ 41,994,545 See accompanying notes to financial statements. F-40 Table of Contents PROSHARES ULTRA YEN STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ 4,701,688 $ ( 5,317,488 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Change in unrealized (appreciation) depreciation on investments ( 2,667,939 ) 3,578,931 Decrease (Increase) in interest receivable ( 52,012 ) ( 38,034 ) Increase (Decrease) in payable to Sponsor 14,711 7,672 Net cash provided by (used in) operating activities 1,996,448 ( 1,768,919 ) Cash flow from financing activities Proceeds from addition of shares 18,743,712 19,596,625 Payment on shares redeemed ( 6,623,703 ) ( 3,863,529 ) Net cash provided by (used in) financing activities 12,120,009 15,733,096 Net increase (decrease) in cash 14,116,457 13,964,177 Cash, beginning of period 48,608,105 29,977,711 Cash, end of period $ 62,724,562 $ 43,941,888 See accompanying notes to financial statements. F-41 Table of Contents PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Short-term U.S. government and agency obligations (Note 3) (cost $ 59,565,743 and $ – , respectively) $ 59,565,466 $ —   Cash 73,124,502 88,861,451 Segregated cash balances with brokers for futures contracts 49,689,336 31,873,660 Receivable from capital shares sold 4,184,555 3,386,356 Interest receivable 368,879 341,824 Total assets 186,932,738 124,463,291 Liabilities and shareholders’ equity Liabilities Payable on open futures contracts 7,589,582 2,372,844 Payable to Sponso r 157,929 93,113 Total liabilities 7,747,511 2,465,957 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 179,185,227 121,997,334 Total liabilities and shareholders’ equity $ 186,932,738 $ 124,463,291 Shares outstanding 10,705,220 7,205,220 Net asset value per share $ 16.74 $ 16.93 Market value per share (Note 2) $ 16.76 $ 16.92 See accompanying notes to financial statements. F-42 Table of Contents PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Principal Amount Value Short-term U.S. government and agency obligations ( 33 % of shareholders’ equity) U.S. Treasury Bills ^^ : 4.367 % due 05/13/25 $ 20,000,000 $ 19,901,066 4.249 % due 06/12/25 40,000,000 39,664,400 Total short-term U.S. government and agency obligations (cost $ 59,565,743 ) $ 59,565,466 Futures Contracts Sold Number of Contracts Notional Amount at Value Unrealized Appreciation (Depreciation)/Value WTI Crude Oil - NYMEX, expires June 2025 1,705 $ 120,969,750 $ 3,195,624 WTI Crude Oil - NYMEX, expires December 2025 1,766 119,063,720 2,513,254 WTI Crude Oil - NYMEX, expires June 2026 1,798 118,326,380 ( 3,879,443 ) $ 1,829,435 ^^ Rates shown represent discount rate at the time of purchase. See accompanying notes to financial statements. F-43 Table of Contents PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 1,934,823 $ 2,242,767 Expenses Management fee 481,324 451,585 Brokerage commissions 60,776 53,961 Total expenses 542,100 505,546 Net investment income (loss) 1,392,723 1,737,221 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Futures contracts 8,933,899 ( 12,515,601 ) Short-term U.S. government and agency obligations —   6,779 Net realized gain (loss) 8,933,899 ( 12,508,822 ) Change in net unrealized appreciation (depreciation) on Futures contracts 3,484,827 ( 34,431,430 ) Short-term U.S. government and agency obligations ( 277 ) ( 17,703 ) Change in net unrealized appreciation (depreciation) 3,484,550 ( 34,449,133 ) Net realized and unrealized gain (loss) 12,418,449 ( 46,957,955 ) Net income (loss) $ 13,811,172 $ ( 45,220,734 ) See accompanying notes to financial statements. F-44 Table of Contents PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 121,997,334 $ 188,963,592 Addition of 10,100,000 and 8,450,000 shares, respectively 157,754,091 150,729,657 Redemption of 6,600,000 and 5,150,000 shares, respectively ( 114,377,370 ) ( 96,960,220 ) Net addition (redemption) of 3,500,000 and 3,300,000 shares, respectively 43,376,721 53,769,437 Net investment income (loss) 1,392,723 1,737,221 Net realized gain (loss) 8,933,899 ( 12,508,822 ) Change in net unrealized appreciation (depreciation) 3,484,550 ( 34,449,133 ) Net income (loss) 13,811,172 ( 45,220,734 ) Shareholders’ equity, end of period $ 179,185,227 $ 197,512,295 See accompanying notes to financial statements. F-45 Table of Contents PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ 13,811,172 $ ( 45,220,734 ) 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 ( 228,753,456 ) ( 162,869,137 ) Proceeds from sales or maturities of short-term U.S. government and agency obligations 170,000,000 90,006,779 Net amortization and accretion on short-term U.S. government and agency obligations ( 812,287 ) ( 1,279,212 ) Net realized (gain) loss on investments —   ( 6,779 ) Change in unrealized (appreciation) depreciation on investments 277 17,703 Decrease (Increase) in receivable on open futures contracts —   654,887 Decrease (Increase) in interest receivable ( 27,055 ) 47,683 Increase (Decrease) in payable to Sponsor 64,816 26,591 Increase (Decrease) in brokerage commissions and futures account fees payable —   ( 122 ) Increase (Decrease) in payable on open futures contracts 5,216,738 5,534,125 Net cash provided by (used in) operating activities ( 40,499,795 ) ( 113,088,216 ) Cash flow from financing activities Proceeds from addition of shares 156,955,892 146,749,029 Payment on shares redeemed ( 114,377,370 ) ( 100,056,311 ) Net cash provided by (used in) financing activities 42,578,522 46,692,718 Net increase (decrease) in cash 2,078,727 ( 66,395,498 ) Cash, beginning of period 120,735,111 141,574,168 Cash, end of period $ 122,813,838 $ 75,178,670 See accompanying notes to financial statements. F-46 Table of Contents PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Short-term U.S. government and agency obligations (Note 3) (cost $ 348,035,730 and $ – , respectively) $ 348,033,928 $ —   Cash 93,240,879 177,262,462 Segregated cash balances with brokers for futures contracts 140,485,189 81,628,795 Receivable on open futures contracts 3,931,178 19,205,533 Interest receivable 1,023,909 405,754 Total assets 586,715,083 278,502,544 Liabilities and shareholders’ equity Liabilities Payable for capital shares redeemed —   17,443,727 Payable on open futures contracts 12,344,043 —   Brokerage commissions and futures account fees payable 12,384 3,166 Payable to Sponso r 505,188 115,508 Total liabilities 12,861,615 17,562,401 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 573,853,468 260,940,143 Total liabilities and shareholders’ equity $ 586,715,083 $ 278,502,544 Shares outstanding 29,133,712 5,983,712 Net asset value per share $ 19.70 $ 43.61 Market value per share (Note 2) $ 19.57 $ 42.74 See accompanying notes to financial statements. F-47 Table of Contents PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Principal Amount Value Short-term U.S. government and agency obligations ( 61 % of shareholders’ equity) U.S. Treasury Bills ^^ : 4.387 % due 04/29/25 $ 150,000,000 $ 149,505,330 4.367 % due 05/13/25 60,000,000 59,703,198 4.249 % due 06/12/25 140,000,000 138,825,400 Total short-term U.S. government and agency obligations (cost $ 348,035,730 ) $ 348,033,928 Futures Contracts Sold Number of Contracts Notional Amount at Value Unrealized Appreciation (Depreciation)/Value Natural Gas - NYMEX, expires May 2025 27,864 $ 1,147,718,160 $ ( 40,726,739 ) ^^ Rates shown represent discount rate at the time of purchase. See accompanying notes to financial statements. F-48 Table of Contents PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 4,443,450 $ 1,347,078 Expenses Management fee 1,087,219 262,444 Brokerage commissions 504,500 261,254 Futures accounts fees 46,040 16,033 Total expenses 1,637,759 539,731 Net investment income (loss) 2,805,691 807,347 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Futures contracts ( 221,827,712 ) 44,654,357 Short-term U.S. government and agency obligations —   ( 1,743 ) Net realized gain (loss) ( 221,827,712 ) 44,652,614 Change in net unrealized appreciation (depreciation) on Futures contracts ( 14,596,235 ) 23,830,634 Short-term U.S. government and agency obligations ( 1,802 ) ( 4,146 ) Change in net unrealized appreciation (depreciation) ( 14,598,037 ) 23,826,488 Net realized and unrealized gain (loss) ( 236,425,749 ) 68,479,102 Net income (loss) $ ( 233,620,058 ) $ 69,286,449 See accompanying notes to financial statements. F-49 Table of Contents PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 260,940,143 $ 140,963,092 Addition of 47,000,000 and 6,600,000 shares, respectively 1,166,645,827 330,055,174 Redemption of 23,850,000 and 8,300,000 shares, respectively ( 620,112,444 ) ( 445,959,360 ) Net addition (redemption) of 23,150,000 and ( 1,700,000 ) shares, respectively 546,533,383 ( 115,904,186 ) Net investment income (loss) 2,805,691 807,347 Net realized gain (loss) ( 221,827,712 ) 44,652,614 Change in net unrealized appreciation (depreciation) ( 14,598,037 ) 23,826,488 Net income (loss) ( 233,620,058 ) 69,286,449 Shareholders’ equity, end of period $ 573,853,468 $ 94,345,355 See accompanying notes to financial statements. F-50 Table of Contents PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ ( 233,620,058 ) $ 69,286,449 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 ( 646,107,653 ) ( 98,718,829 ) Proceeds from sales or maturities of short-term U.S. government and agency obligations 300,000,000 44,796,807 Net amortization and accretion on short-term U.S. government and agency obligations ( 1,928,077 ) ( 531,166 ) Net realized (gain) loss on investments —   1,743 Change in unrealized (appreciation) depreciation on investments 1,802 4,146 Decrease (Increase) in receivable on open futures contracts 15,274,355 2,137,087 Decrease (Increase) in interest receivable ( 618,155 ) 270,767 Increase (Decrease) in payable to Sponsor 389,680 ( 23,877 ) Increase (Decrease) in brokerage commissions and futures account fees payable 9,218 ( 6,278 ) Increase (Decrease) in payable on open futures contracts 12,344,043 ( 6,552,322 ) Net cash provided by (used in) operating activities ( 554,254,845 ) 10,664,527 Cash flow from financing activities Proceeds from addition of shares 1,166,645,827 339,666,552 Payment on shares redeemed ( 637,556,171 ) ( 437,890,159 ) Net cash provided by (used in) financing activities 529,089,656 ( 98,223,607 ) Net increase (decrease) in cash ( 25,165,189 ) ( 87,559,080 ) Cash, beginning of period 258,891,257 136,172,565 Cash, end of period $ 233,726,068 $ 48,613,485 See accompanying notes to financial statements. F-51 Table of Contents PROSHARES ULTRASHORT EURO STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Cash $ 31,394,495 $ 36,236,198 Segregated cash balances with brokers for foreign currency forward contracts 4,241,088 4,402,112 Unrealized appreciation on foreign currency forward contracts —   1,189,827 Interest receivable 107,702 129,971 Total assets 35,743,285 41,958,108 Liabilities and shareholders’ equity Liabilities Payable for capital shares redeemed 1,614,862 —   Payable to Sponso r 27,905 32,657 Unrealized depreciation on foreign currency forward contracts 187,668 32,777 Total liabilities 1,830,435 65,434 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 33,912,850 41,892,674 Total liabilities and shareholders’ equity $ 35,743,285 $ 41,958,108 Shares outstanding 1,050,000 1,200,000 Net asset value per share $ 32.30 $ 34.91 Market value per share (Note 2) $ 32.27 $ 34.92 See accompanying notes to financial statements. F-52 Table of Contents PROSHARES ULTRASHORT EURO SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Foreign Currency Forward Contracts ^ Settlement Date Contract Amount in Local Currency Contract Amount in U.S. Dollars Unrealized Appreciation (Depreciation)/ Value Contracts to Purchase Euro with Goldman Sachs International 04/04/25 4,564,000 $ 4,936,120 $ ( 19,834 ) Euro with UBS AG 04/04/25 6,770,000 7,321,982 ( 13,983 ) Total Unrealized Depreciation $ ( 33,817 ) Contracts to Sell Euro with Goldman Sachs International 04/04/25 ( 35,749,263 ) $ ( 38,664,030 ) $ ( 115,905 ) Euro with UBS AG 04/04/25 ( 38,200,199 ) ( 41,314,799 ) ( 37,946 ) Total Unrealized Depreciation $ ( 153,851 ) ^ 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. See accompanying notes to financial statements. F-53 Table of Contents PROSHARES ULTRASHORT EURO STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 348,055 $ 458,317 Expenses Management fee 89,948 95,250 Total expenses 89,948 95,250 Net investment income (loss) 258,107 363,067 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Foreign currency forward contracts ( 1,630,953 ) ( 943,861 ) Short-term U.S. government and agency obligations —   4,641 Net realized gain (loss) ( 1,630,953 ) ( 939,220 ) Change in net unrealized appreciation (depreciation) on Foreign currency forward contracts ( 1,344,718 ) 2,967,733 Change in net unrealized appreciation (depreciation) ( 1,344,718 ) 2,967,733 Net realized and unrealized gain (loss) ( 2,975,671 ) 2,028,513 Net income (loss) $ ( 2,717,564 ) $ 2,391,580 See accompanying notes to financial statements. F-54 Table of Contents PROSHARES ULTRASHORT EURO STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 41,892,674 $ 39,367,550 Addition of 50,000 and – shares, respectively 1,572,364 —   Redemption of 200,000 and 100,000 shares, respectively ( 6,834,624 ) ( 3,046,248 ) Net addition (redemption) of ( 150,000 ) and ( 100,000 ) shares, respectively ( 5,262,260 ) ( 3,046,248 ) Net investment income (loss) 258,107 363,067 Net realized gain (loss) ( 1,630,953 ) ( 939,220 ) Change in net unrealized appreciation (depreciation) ( 1,344,718 ) 2,967,733 Net income (loss) ( 2,717,564 ) 2,391,580 Shareholders’ equity, end of period $ 33,912,850 $ 38,712,882 See accompanying notes to financial statements. F-55 Table of Contents PROSHARES ULTRASHORT EURO STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ ( 2,717,564 ) $ 2,391,580 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Proceeds from sales or maturities of short-term U.S. government and agency obligations —   4,641 Net realized (gain) loss on investments —   ( 4,641 ) Change in unrealized (appreciation) depreciation on investments 1,344,718 ( 2,967,733 ) Decrease (Increase) in interest receivable 22,269 8,128 Increase (Decrease) in payable to Sponsor ( 4,752 ) ( 1,818 ) Net cash provided by (used in) operating activities ( 1,355,329 ) ( 569,843 ) Cash flow from financing activities Proceeds from addition of shares 1,572,364 —   Payment on shares redeemed ( 5,219,762 ) ( 3,046,248 ) Net cash provided by (used in) financing activities ( 3,647,398 ) ( 3,046,248 ) Net increase (decrease) in cash ( 5,002,727 ) ( 3,616,091 ) Cash, beginning of period 40,638,310 41,090,342 Cash, end of period $ 35,635,583 $ 37,474,251 See accompanying notes to financial statements. F-56 Table of Contents PROSHARES ULTRASHORT GOLD STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Cash $ 37,666,820 $ 13,148,117 Segregated cash balances with brokers for futures contracts 3,045,000 588,800 Segregated cash balances with brokers for swap agreements 4,119,969 2,782,413 Unrealized appreciation on swap agreements —   141,581 Receivable from capital shares sold 2,544,282 —   Interest receivable 99,743 61,820 Total assets 47,475,814 16,722,731 Liabilities and shareholders’ equity Liabilities Payable on open futures contracts 828,842 82,309 Payable to Sponso r 26,551 15,994 Unrealized depreciation on swap agreements 1,497,486 —   Total liabilities 2,352,879 98,303 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 45,122,935 16,624,428 Total liabilities and shareholders’ equity $ 47,475,814 $ 16,722,731 Shares outstanding 3,546,977 946,977 Net asset value per share $ 12.72 $ 17.56 Market value per share (Note 2) $ 12.67 $ 17.58 See accompanying notes to financial statements. F-57 Table of Contents PROSHARES ULTRASHORT GOLD SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Futures Contracts Sold Number of Contracts Notional Amount at Value Unrealized Appreciation (Depreciation)/Value Gold Futures - COMEX, expires June 2025 210 $ 66,156,300 $ ( 2,565,593 ) Total Return Swap Agreements ^ Rate Paid (Received) * Termination Date Notional Amount at Value ** Unrealized Appreciation (Depreciation)/Value Swap agreement with Citibank, N.A. based on Bloomberg Gold Subindex 0.25 % 04/07/25 $ ( 5,548,546 ) $ ( 345,274 ) Swap agreement with Goldman Sachs International based on Bloomberg Gold Subindex 0.20 04/07/25 ( 7,272,003 ) ( 452,286 ) Swap agreement with UBS AG based on Bloomberg Gold Subindex 0.25 04/07/25 ( 11,247,801 ) ( 699,926 ) Total Unrealized Depreciation $ ( 1,497,486 ) ^ 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 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. ** For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index. See accompanying notes to financial statements. F-58 Table of Contents PROSHARES ULTRASHORT GOLD STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 212,707 $ 143,203 Expenses Management fee 57,780 32,401 Brokerage commissions 2,079 935 Total expenses 59,859 33,336 Net investment income (loss) 152,848 109,867 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Futures contracts ( 1,577,624 ) ( 649,963 ) Swap agreements ( 1,864,980 ) ( 747,850 ) Net realized gain (loss) ( 3,442,604 ) ( 1,397,813 ) Change in net unrealized appreciation (depreciation) on Futures contracts ( 2,686,649 ) ( 62,819 ) Swap agreements ( 1,639,067 ) ( 281,760 ) Change in net unrealized appreciation (depreciation) ( 4,325,716 ) ( 344,579 ) Net realized and unrealized gain (loss) ( 7,768,320 ) ( 1,742,392 ) Net income (loss) $ ( 7,615,472 ) $ ( 1,632,525 ) See accompanying notes to financial statements. F-59 Table of Contents PROSHARES ULTRASHORT GOLD STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 16,624,428 $ 11,795,779 Addition of 3,000,000 and 200,000 shares, respectively 42,014,455 5,007,630 Redemption of 400,000 and – shares, respectively ( 5,900,476 ) —   Net addition (redemption) of 2,600,000 and 200,000 shares, respectively 36,113,979 5,007,630 Net investment income (loss) 152,848 109,867 Net realized gain (loss) ( 3,442,604 ) ( 1,397,813 ) Change in net unrealized appreciation (depreciation) ( 4,325,716 ) ( 344,579 ) Net income (loss) ( 7,615,472 ) ( 1,632,525 ) Shareholders’ equity, end of period $ 45,122,935 $ 15,170,884 See accompanying notes to financial statements. F-60 Table of Contents PROSHARES ULTRASHORT GOLD STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ ( 7,615,472 ) $ ( 1,632,525 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Change in unrealized (appreciation) depreciation on investments 1,639,067 281,760 Decrease (Increase) in receivable on open futures contracts —   17,324 Decrease (Increase) in interest receivable ( 37,923 ) ( 8,566 ) Increase (Decrease) in payable to Sponsor 10,557 1,697 Increase (Decrease) in payable on open futures contracts 746,533 178,749 Net cash provided by (used in) operating activities ( 5,257,238 ) ( 1,161,561 ) Cash flow from financing activities Proceeds from addition of shares 39,470,173 3,835,173 Payment on shares redeemed ( 5,900,476 ) —   Net cash provided by (used in) financing activities 33,569,697 3,835,173 Net increase (decrease) in cash 28,312,459 2,673,612 Cash, beginning of period 16,519,330 11,946,483 Cash, end of period $ 44,831,789 $ 14,620,095 See accompanying notes to financial statements. F-61 Table of Contents PROSHARES ULTRASHORT SILVER STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Cash $ 24,804,264 $ 10,846,306 Segregated cash balances with brokers for futures contracts 2,320,500 839,500 Segregated cash balances with brokers for swap agreements 9,413,440 9,082,795 Unrealized appreciation on swap agreements —   2,954,018 Receivable on open futures contracts 555,951 8,500 Interest receivable 68,788 49,804 Total assets 37,162,943 23,780,923 Liabilities and shareholders’ equity Liabilities Payable for capital shares redeemed 2,960,279 —   Payable on open futures contracts —   9,092 Payable to Sponso r 23,066 19,212 Unrealized depreciation on swap agreements 1,311,979 —   Total liabilities 4,295,324 28,304 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 32,867,619 23,752,619 Total liabilities and shareholders’ equity $ 37,162,943 $ 23,780,923 Shares outstanding 1,110,264 560,264 Net asset value per share $ 29.60 $ 42.40 Market value per share (Note 2) $ 29.33 $ 42.00 See accompanying notes to financial statements. F-62 Table of Contents PROSHARES ULTRASHORT SILVER SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Futures Contracts Sold Number of Contracts Notional Amount at Value Unrealized Appreciation (Depreciation)/Value Silver Futures - COMEX, expires May 2025 175 $ 30,284,625 $ ( 274,136 ) Total Return Swap Agreements ^ Rate Paid (Received) * Termination Date Notional Amount at Value ** Unrealized Appreciation (Depreciation)/Value Swap agreement with Citibank, N.A. based on Bloomberg Silver Subindex 0.25 % 04/07/25 $ ( 18,620,536 ) $ ( 687,939 ) Swap agreement with Goldman Sachs International based on Bloomberg Silver Subindex 0.25 04/07/25 ( 13,297,188 ) ( 491,267 ) Swap agreement with Morgan Stanley & Co. International PLC based on Bloomberg Silver Subindex 0.30 04/07/25 ( 1,834,207 ) ( 67,825 ) Swap agreement with UBS AG based on Bloomberg Silver Subindex 0.25 04/07/25 ( 1,757,901 ) ( 64,948 ) Total Unrealized Depreciation $ ( 1,311,979 ) ^ 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 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. ** For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index. See accompanying notes to financial statements. F-63 Table of Contents PROSHARES ULTRASHORT SILVER STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 177,855 $ 381,433 Expenses Management fee 61,371 91,138 Brokerage commissions 4,329 6,024 Total expenses 65,700 97,162 Net investment income (loss) 112,155 284,271 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Futures contracts ( 1,741,414 ) 4,873,708 Swap agreements ( 1,367,572 ) 906,312 Net realized gain (loss) ( 3,108,986 ) 5,780,020 Change in net unrealized appreciation (depreciation) on Futures contracts ( 786,051 ) ( 1,750,266 ) Swap agreements ( 4,265,997 ) 331,664 Change in net unrealized appreciation (depreciation) ( 5,052,048 ) ( 1,418,602 ) Net realized and unrealized gain (loss) ( 8,161,034 ) 4,361,418 Net income (loss) $ ( 8,048,879 ) $ 4,645,689 See accompanying notes to financial statements. F-64 Table of Contents PROSHARES ULTRASHORT SILVER STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 23,752,619 $ 65,149,686 Addition of 1,150,000 and 350,000 shares, respectively 36,984,514 25,818,888 Redemption of 600,000 and 887,500 shares, respectively ( 19,820,635 ) ( 71,369,234 ) Net addition (redemption) of 550,000 and ( 537,500 ) shares, respectively 17,163,879 ( 45,550,346 ) Net investment income (loss) 112,155 284,271 Net realized gain (loss) ( 3,108,986 ) 5,780,020 Change in net unrealized appreciation (depreciation) ( 5,052,048 ) ( 1,418,602 ) Net income (loss) ( 8,048,879 ) 4,645,689 Shareholders’ equity, end of period $ 32,867,619 $ 24,245,029 See accompanying notes to financial statements. F-65 Table of Contents PROSHARES ULTRASHORT SILVER STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ ( 8,048,879 ) $ 4,645,689 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Change in unrealized (appreciation) depreciation on investments 4,265,997 ( 331,664 ) Decrease (Increase) in receivable on open futures contracts ( 547,451 ) 329,629 Decrease (Increase) in interest receivable ( 18,984 ) 108,209 Increase (Decrease) in payable to Sponsor 3,854 ( 26,350 ) Increase (Decrease) in payable on open futures contracts ( 9,092 ) 72,258 Net cash provided by (used in) operating activities ( 4,354,555 ) 4,797,771 Cash flow from financing activities Proceeds from addition of shares 36,984,514 26,725,913 Payment on shares redeemed ( 16,860,356 ) ( 69,665,081 ) Net cash provided by (used in) financing activities 20,124,158 ( 42,939,168 ) Net increase (decrease) in cash 15,769,603 ( 38,141,397 ) Cash, beginning of period 20,768,601 64,596,871 Cash, end of period $ 36,538,204 $ 26,455,474 See accompanying notes to financial statements. F-66 Table of Contents PROSHARES ULTRASHORT YEN STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Cash $ 23,504,726 $ 21,059,078 Segregated cash balances with brokers for foreign currency forward contracts 2,469,438 2,736,018 Unrealized appreciation on foreign currency forward contracts 470,477 2,283,588 Interest receivable 69,455 76,797 Total assets 26,514,096 26,155,481 Liabilities and shareholders’ equity Liabilities Payable to Sponso r 17,956 19,957 Unrealized depreciation on foreign currency forward contracts 46,769 55,229 Total liabilities 64,725 75,186 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 26,449,371 26,080,295 Total liabilities and shareholders’ equity $ 26,514,096 $ 26,155,481 Shares outstanding 597,160 547,160 Net asset value per share $ 44.29 $ 47.66 Market value per share (Note 2) $ 44.30 $ 46.68 See accompanying notes to financial statements. F-67 Table of Contents PROSHARES ULTRASHORT YEN SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Foreign Currency Forward Contracts ^ Settlement Date Contract Amount in Local Currency Contract Amount in U.S. Dollars Unrealized Appreciation (Depreciation)/ Value Contracts to Purchase Yen with Goldman Sachs International 04/04/25 42,985,000 $ 286,714 $ ( 2,542 ) Yen with UBS AG 04/04/25 638,109,150 4,256,257 ( 44,227 ) Total Unrealized Depreciation $ ( 46,769 ) Contracts to Sell Yen with Goldman Sachs International 04/04/25 ( 3,211,349,165 ) $ ( 21,420,043 ) $ 240,522 Yen with UBS AG 04/04/25 ( 5,373,110,574 ) ( 35,839,222 ) 229,955 Total Unrealized Appreciation $ 470,477 ^ 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. See accompanying notes to financial statements. F-68 Table of Contents PROSHARES ULTRASHORT YEN STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 208,973 $ 315,417 Expenses Management fee 53,937 66,133 Total expenses 53,937 66,133 Net investment income (loss) 155,036 249,284 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Foreign currency forward contracts ( 158,694 ) 1,705,271 Short-term U.S. government and agency obligations —   3,541 Net realized gain (loss) ( 158,694 ) 1,708,812 Change in net unrealized appreciation (depreciation) on Foreign currency forward contracts ( 1,804,651 ) 2,938,152 Change in net unrealized appreciation (depreciation) ( 1,804,651 ) 2,938,152 Net realized and unrealized gain (loss) ( 1,963,345 ) 4,646,964 Net income (loss) $ ( 1,808,309 ) $ 4,896,248 See accompanying notes to financial statements. F-69 Table of Contents PROSHARES ULTRASHORT YEN STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 26,080,295 $ 24,010,010 Addition of 150,000 and 200,000 shares, respectively 6,676,426 7,579,960 Redemption of 100,000 and 100,000 shares, respectively ( 4,499,041 ) ( 3,823,995 ) Net addition (redemption) of 50,000 and 100,000 shares, respectively 2,177,385 3,755,965 Net investment income (loss) 155,036 249,284 Net realized gain (loss) ( 158,694 ) 1,708,812 Change in net unrealized appreciation (depreciation) ( 1,804,651 ) 2,938,152 Net income (loss) ( 1,808,309 ) 4,896,248 Shareholders’ equity, end of period $ 26,449,371 $ 32,662,223 See accompanying notes to financial statements. F-70 Table of Contents PROSHARES ULTRASHORT YEN STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ ( 1,808,309 ) $ 4,896,248 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Proceeds from sales or maturities of short-term U.S. government and agency obligations —   3,541 Net realized (gain) loss on investments —   ( 3,541 ) Change in unrealized (appreciation) depreciation on investments 1,804,651 ( 2,938,152 ) Decrease (Increase) in interest receivable 7,342 ( 13,130 ) Increase (Decrease) in payable to Sponsor ( 2,001 ) 3,470 Net cash provided by (used in) operating activities 1,683 1,948,436 Cash flow from financing activities Proceeds from addition of shares 6,676,426 7,579,960 Payment on shares redeemed ( 4,499,041 ) ( 3,823,995 ) Net cash provided by (used in) financing activities 2,177,385 3,755,965 Net increase (decrease) in cash 2,179,068 5,704,401 Cash, beginning of period 23,795,096 25,242,327 Cash, end of period $ 25,974,164 $ 30,946,728 See accompanying notes to financial statements. F-71 Table of Contents PROSHARES VIX MID-TERM FUTURES ETF STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Cash $ 29,850,986 $ 24,122,440 Segregated cash balances with brokers for futures contracts 4,600,781 3,959,399 Receivable on open futures contracts 105,582 557 Interest receivable 113,305 99,278 Total assets 34,670,654 28,181,674 Liabilities and shareholders’ equity Liabilities Payable for capital shares redeemed 395,814 —   Payable on open futures contracts —   50,382 Brokerage commissions and futures account fees payable 1,673 1,656 Payable to Sponso r 26,360 18,426 Total liabilities 423,847 70,464 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 34,246,807 28,111,210 Total liabilities and shareholders’ equity $ 34,670,654 $ 28,181,674 Shares outstanding 2,162,403 1,937,403 Net asset value per share $ 15.84 $ 14.51 Market value per share (Note 2) $ 15.85 $ 14.46 See accompanying notes to financial statements. F-72 Table of Contents PROSHARES VIX MID-TERM FUTURES ETF SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Futures Contracts Purchased Number of Contracts Notional Amount at Value Unrealized Appreciation (Depreciation)/Value VIX Futures - Cboe, expires July 2025 290 $ 5,974,493 $ 528,326 VIX Futures - Cboe, expires August 2025 554 11,384,257 853,298 VIX Futures - Cboe, expires September 2025 554 11,436,001 128,187 VIX Futures - Cboe, expires October 2025 264 5,447,138 136,939 $ 1,646,750 See accompanying notes to financial statements. F-73 Table of Contents PROSHARES VIX MID-TERM FUTURES ETF STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 281,099 $ 515,164 Expenses Management fee 63,974 96,887 Brokerage commissions 12,545 20,163 Futures accounts fees 3,120 6,004 Total expenses 79,639 123,054 Net investment income (loss) 201,460 392,110 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Futures contracts 707,192 ( 6,108,469 ) Short-term U.S. government and agency obligations —   3,278 Net realized gain (loss) 707,192 ( 6,105,191 ) Change in net unrealized appreciation (depreciation) on Futures contracts 1,624,484 2,789,791 Change in net unrealized appreciation (depreciation) 1,624,484 2,789,791 Net realized and unrealized gain (loss) 2,331,676 ( 3,315,400 ) Net income (loss) $ 2,533,136 $ ( 2,923,290 ) See accompanying notes to financial statements. F-74 Table of Contents PROSHARES VIX MID-TERM FUTURES ETF STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 28,111,210 $ 37,866,143 Addition of 1,300,000 and 3,375,000 shares, respectively 20,127,612 54,425,947 Redemption of 1,075,000 and 300,000 shares, respectively ( 16,525,151 ) ( 4,765,736 ) Net addition (redemption) of 225,000 and 3,075,000 shares, respectively 3,602,461 49,660,211 Net investment income (loss) 201,460 392,110 Net realized gain (loss) 707,192 ( 6,105,191 ) Change in net unrealized appreciation (depreciation) 1,624,484 2,789,791 Net income (loss) 2,533,136 ( 2,923,290 ) Shareholders’ equity, end of period $ 34,246,807 $ 84,603,064 See accompanying notes to financial statements. F-75 Table of Contents PROSHARES VIX MID-TERM FUTURES ETF STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ 2,533,136 $ ( 2,923,290 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Proceeds from sales or maturities of short-term U.S. government and agency obligations —   3,278 Net realized (gain) loss on investments —   ( 3,278 ) Decrease (Increase) in receivable on open futures contracts ( 105,025 ) ( 767,626 ) Decrease (Increase) in interest receivable ( 14,027 ) ( 103,977 ) Increase (Decrease) in payable to Sponsor 7,934 24,354 Increase (Decrease) in brokerage commissions and futures account fees payable 17 648 Increase (Decrease) in payable on open futures contracts ( 50,382 ) —   Net cash provided by (used in) operating activities 2,371,653 ( 3,769,891 ) Cash flow from financing activities Proceeds from addition of shares 20,127,612 54,425,947 Payment on shares redeemed ( 16,129,337 ) ( 4,765,736 ) Net cash provided by (used in) financing activities 3,998,275 49,660,211 Net increase (decrease) in cash 6,369,928 45,890,320 Cash, beginning of period 28,081,839 37,611,189 Cash, end of period $ 34,451,767 $ 83,501,509 See accompanying notes to financial statements. F-76 Table of Contents PROSHARES VIX SHORT-TERM FUTURES ETF STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Short-term U.S. government and agency obligations (Note 3) (cost $ 19,832,000 and $ 24,931,067 , respectively) $ 19,832,200 $ 24,937,875 Cash 87,583,801 54,919,200 Segregated cash balances with brokers for futures contracts 55,395,832 50,955,604 Receivable on open futures contracts 638,274 2,613,474 Interest receivable 330,961 310,926 Total assets 163,781,068 133,737,079 Liabilities and shareholders’ equity Liabilities Payable on open futures contracts 656,969 —   Brokerage commissions and futures account fees payable 9,973 9,271 Payable to Sponso r 115,385 86,193 Total liabilities 782,327 95,464 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 162,998,741 133,641,615 Total liabilities and shareholders’ equity $ 163,781,068 $ 133,737,079 Shares outstanding 3,241,252 2,966,252 Net asset value per share $ 50.29 $ 45.05 Market value per share (Note 2) $ 50.26 $ 45.02 See accompanying notes to financial statements. F-77 Table of Contents PROSHARES VIX SHORT-TERM FUTURES ETF SCHEDULE OF INVESTMENTS MARCH 31, 2025 (unaudited) Principal Amount Value Short-term U.S. government and agency obligations ( 12 % of shareholders’ equity) U.S. Treasury Bills ^^ : 4.249 % due 06/12/25 $ 20,000,000 $ 19,832,200 Total short-term U.S. government and agency obligations (cost $ 19,832,000 ) $ 19,832,200 Futures Contracts Purchased Number of Contracts Notional Amount at Value Unrealized Appreciation (Depreciation)/Value VIX Futures - Cboe, expires April 2025 4,129 $ 86,062,811 $ 7,705,127 VIX Futures - Cboe, expires May 2025 3,744 76,704,077 3,676,289 $ 11,381,416 ^^ Rates shown represent discount rate at the time of purchase. See accompanying notes to financial statements. F-78 Table of Contents PROSHARES VIX SHORT-TERM FUTURES ETF STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 1,562,298 $ 1,758,262 Expenses Management fee 366,495 336,376 Brokerage commissions 170,727 40,259 Futures accounts fees 66,398 33,271 Total expenses 603,620 409,906 Net investment income (loss) 958,678 1,348,356 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Futures contracts 32,209,263 ( 31,758,964 ) Short-term U.S. government and agency obligations —   4,830 Net realized gain (loss) 32,209,263 ( 31,754,134 ) Change in net unrealized appreciation (depreciation) on Futures contracts 6,988,089 2,984,519 Short-term U.S. government and agency obligations ( 6,608 ) ( 15,339 ) Change in net unrealized appreciation (depreciation) 6,981,481 2,969,180 Net realized and unrealized gain (loss) 39,190,744 ( 28,784,954 ) Net income (loss) $ 40,149,422 $ ( 27,436,598 ) See accompanying notes to financial statements. F-79 Table of Contents PROSHARES VIX SHORT-TERM FUTURES ETF STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 133,641,615 $ 157,321,746 Addition of 4,725,000 and 950,000 shares, respectively 198,916,439 52,780,309 Redemption of 4,450,000 and 337,500 shares, respectively ( 209,708,735 ) ( 19,729,406 ) Net addition (redemption) of 275,000 and 612,500 shares, respectively ( 10,792,296 ) 33,050,903 Net investment income (loss) 958,678 1,348,356 Net realized gain (loss) 32,209,263 ( 31,754,134 ) Change in net unrealized appreciation (depreciation) 6,981,481 2,969,180 Net income (loss) 40,149,422 ( 27,436,598 ) Shareholders’ equity, end of period $ 162,998,741 $ 162,936,051 See accompanying notes to financial statements. F-80 Table of Contents PROSHARES VIX SHORT-TERM FUTURES ETF STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ 40,149,422 $ ( 27,436,598 ) 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 ( 134,311,104 ) ( 108,597,450 ) Proceeds from sales or maturities of short-term U.S. government and agency obligations 140,000,000 99,944,134 Net amortization and accretion on short-term U.S. government and agency obligations ( 589,829 ) ( 898,230 ) Net realized (gain) loss on investments —   ( 4,830 ) Change in unrealized (appreciation) depreciation on investments 6,608 15,339 Decrease (Increase) in receivable on open futures contracts 1,975,200 ( 2,782,506 ) Decrease (Increase) in interest receivable ( 20,035 ) 5,200 Increase (Decrease) in payable to Sponsor 29,192 7,232 Increase (Decrease) in brokerage commissions and futures account fees payable 702 ( 3,354 ) Increase (Decrease) in payable on open futures contracts 656,969 ( 580 ) Net cash provided by (used in) operating activities 47,897,125 ( 39,751,643 ) Cash flow from financing activities Proceeds from addition of shares 198,916,439 51,163,166 Payment on shares redeemed ( 209,708,735 ) ( 19,729,406 ) Net cash provided by (used in) financing activities ( 10,792,296 ) 31,433,760 Net increase (decrease) in cash 37,104,829 ( 8,317,883 ) Cash, beginning of period 105,874,804 95,126,975 Cash, end of period $ 142,979,633 $ 86,809,092 See accompanying notes to financial statements. F-81 Table of Contents PROSHARES TRUST II COMBINED STATEMENTS OF FINANCIAL CONDITION March 31, 2025 (unaudited) December 31, 2024 Assets Short-term U.S. government and agency obligations (Note 3) (cost $ 1,441,003,366 and $ 473,690,268 , respectively) $ 1,440,994,090 $ 473,819,625 Cash 1,310,734,241 1,765,501,542 Segregated cash balances with brokers for futures contracts 686,114,104 622,689,660 Segregated cash balances with brokers for foreign currency forward contracts 15,593,555 16,562,030 Segregated cash balances with brokers for swap agreements 82,050,026 172,690,806 Unrealized appreciation on swap agreements 88,355,587 41,311,209 Unrealized appreciation on foreign currency forward contracts 546,793 3,621,921 Receivable from capital shares sold 10,993,176 14,352,999 Securities sold receivable 18,161,000 —   Receivable on open futures contracts 78,998,770 35,746,889 Interest receivable 6,003,972 5,627,491 Total assets 3,738,545,314 3,151,924,172 Liabilities and shareholders’ equity Liabilities Payable for capital shares redeemed 131,593,857 20,192,198 Payable on open futures contracts 25,589,331 44,527,123 Brokerage commissions and futures account fees payable 52,305 59,280 Payable to Sponso r 2,791,147 2,525,993 Unrealized depreciation on swap agreements 2,809,465 54,867,040 Unrealized depreciation on foreign currency forward contracts 1,830,362 4,618,937 Total liabilities 164,666,467 126,790,571 Commitments and Contingencies (Note 2) Shareholders’ equity Shareholders’ equity 3,573,878,847 3,025,133,601 Total liabilities and shareholders’ equity $ 3,738,545,314 $ 3,151,924,172 Shares outstanding (Note 2) 111,771,884 89,221,884 See accompanying notes to financial statements. F-82 Table of Contents PROSHARES TRUST II COMBINED STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2025 2024 Investment Income Interest $ 30,950,905 $ 30,789,270 Expenses Management fee 7,850,538 7,170,260 Brokerage commissions 2,164,503 1,843,552 Futures account fees 326,700 230,463 Total expenses 10,341,741 9,244,275 Net investment income (loss) 20,609,164 21,544,995 Realized and unrealized gain (loss) on investment activity Net realized gain (loss) on Futures contracts 185,256,572 ( 288,399,020 ) Swap agreements 61,760,546 89,484,514 Foreign currency forward contracts 13,512 ( 1,125,591 ) Short-term U.S. government and agency obligations ( 70 ) 69,945 Net realized gain (loss) 247,030,560 ( 199,970,152 ) Change in net unrealized appreciation (depreciation) on Futures contracts 61,240,763 ( 100,372,675 ) Swap agreements 99,101,953 45,577,444 Foreign currency forward contracts ( 286,553 ) 1,817,440 Short-term U.S. government and agency obligations ( 138,633 ) ( 185,198 ) Change in net unrealized appreciation (depreciation) 159,917,530 ( 53,162,989 ) Net realized and unrealized gain (loss) 406,948,090 ( 253,133,141 ) Net income (loss) $ 427,557,254 $ ( 231,588,146 ) See accompanying notes to financial statements. F-83 Table of Contents PROSHARES TRUST II COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (unaudited) Three Months Ended March 31, 2025 2024 Shareholders’ equity, beginning of period $ 3,025,133,601 $ 3,282,832,126 Addition 132,675,000 and 41,065,000 shares, respectively 3,422,083,613 1,797,533,442 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 121,187,992 37,435,701 Net investment income (loss) 20,609,164 21,544,995 Net realized gain (loss) 247,030,560 ( 199,970,152 ) Change in net unrealized appreciation (depreciation) 159,917,530 ( 53,162,989 ) Net income (loss) 427,557,254 ( 231,588,146 ) Shareholders’ equity, end of period $ 3,573,878,847 $ 3,088,679,681 See accompanying notes to financial statements. F-84 Table of Contents PROSHARES TRUST II COMBINED STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31, 2025 2024 Cash flow from operating activities Net income (loss) $ 427,557,254 $ ( 231,588,146 ) 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 ( 3,908,290,932 ) ( 1,454,832,843 ) Proceeds from sales or maturities of short-term U.S. government and agency obligations 2,954,910,250 1,056,718,779 Net amortization and accretion on short-term U.S. government and agency obligations ( 13,932,486 ) ( 12,698,573 ) Net realized (gain) loss on investments 70 ( 69,945 ) Change in unrealized (appreciation) depreciation on investments ( 98,676,767 ) ( 47,209,686 ) Decrease (Increase) in securities sold receivable ( 18,161,000 ) —   Decrease (Increase) in receivable on futures contracts ( 43,251,881 ) ( 27,529,448 ) Decrease (Increase) in interest receivable ( 376,481 ) 2,563,436 Increase (Decrease) in payable to Sponsor 265,154 ( 301,336 ) Increase (Decrease) in brokerage commissions and futures account fees payable ( 6,975 ) ( 59,238 ) Increase (Decrease) in payable on futures contracts ( 18,937,792 ) ( 5,992,179 ) Net cash provided by (used in) operating activities ( 718,901,586 ) ( 720,999,179 ) Cash flow from financing activities Proceeds from addition of shares 3,425,443,436 1,758,442,652 Payment on shares redeemed ( 3,189,493,962 ) ( 1,789,682,322 ) Net cash provided by (used in) financing activities 235,949,474 ( 31,239,670 ) Net increase (decrease) in cash ( 482,952,112 ) ( 752,238,849 ) Cash, beginning of period 2,577,444,038 2,597,706,107 Cash, end of period $ 2,094,491,926 $ 1,845,467,258 See accompanying notes to financial statements. F-85 Table of Contents PROSHARES TRUST II NOTES TO FINANCIAL STATEMENTS March 31, 2025 (unaudited) 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 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”); (ii) ProShares Short VIX Short-Term Futures ETF and ProShares Ultra VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); and (iii) ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Bloomberg Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Bloomberg Natural Gas, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Euro and ProShares Ultra Yen (each, a “Leveraged Fund” and collectively, the “Leveraged Funds”); Each of the Funds listed above issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Fund. The Shares of each Fund, other than the Matching VIX Funds and the Geared VIX Funds, are listed on the NYSE Arca, Inc. (“NYSE Arca”). The Matching VIX Funds and the Geared VIX Funds are listed on the Cboe BZX Exchange (“Cboe BZX”). The Leveraged Funds and the Geared VIX Funds, are collectively referred to as the “Geared Funds” in these Notes to Financial Statements. The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in these Notes to Financial Statements. The Trust had no operations prior to November 24, 2008, other than matters relating to its organization, the registration of each series under the Securities Act of 1933, as amended, and the sale and issuance to ProShare Capital Management LLC (the “Sponsor”) of fourteen Shares at an aggregate purchase price of $ 350 in each of the following Funds: ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Euro and ProShares Ultra Yen. Groups of Funds are collectively referred to in several different ways. 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. References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories. The “Short” Fund seeks daily investment results, before fees and expenses, that correspond to one-half the inverse (-0.5x) of the daily performance of its corresponding benchmark. Each “UltraShort” Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of its corresponding benchmark. Each “Ultra” Fund seeks daily investment results, before fees and expenses, that correspond to either one and one-half times (1.5x) or two times (2x) the daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results, before fees and expenses, both for a single day and over time, that match (1x) the performance of its corresponding benchmark. Daily performance is measured from the calculation of each Fund’s net asset value (“NAV”) to the Fund’s next NAV calculation. The Geared Funds do not seek to achieve their stated investment objectives over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Accordingly, results over periods of time greater than a single day should not be expected to be a simple multiple (e.g., -0.5x, -2x, 1.5x, or 2x) of the period return of the corresponding benchmark and will likely differ significantly. Share Splits and Reverse Share Splits 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. F-86 Table of Contents Fund Execution Date (Prior to Opening of Trading) Type of Split Date Trading Resumed at Post- Split Price ProShares Short VIX Short-Term Futures April 10, 2024 2-for-1 forward Share split April 11, 2024 ProShares UltraShort Bloomberg Natural Gas April 10, 2024 2-for-1 forward Share split April 11, 2024 ProShares Ultra VIX Short-Term Futures April 10, 2024 1-for-5 reverse Share split 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. Therefore, the reverse splits did not change the aggregate net asset value of a shareholder’s investment at the time of the reverse split. The forward splits were applied retroactively for all periods presented, increasing the number of Shares outstanding for each of the Funds, and resulted in a proportionate decrease in the price per Share and per Share information of each such Fund. Therefore, the forward splits did not change the aggregate net asset value of a shareholder’s investment at the time of the forward split. NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Each Fund is an investment company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services — Investment Companies.” As such, the Funds follow the investment company accounting and reporting guidance. The following is a summary of significant accounting policies followed by each Fund, as applicable, in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited financial statements were prepared in accordance with GAAP for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trust’s and the Funds’ financial statements included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 28, 2025. Use of Estimates & Indemnifications The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the normal course of business, the Trust enters into contracts that contain a variety of representations which provide general indemnifications. The Trust’s maximum exposure under these arrangements cannot be known; however, the Trust expects any risk of material or significant loss to be remote. Basis of Presentation Pursuant to rules and regulations of the SEC, these financial statements are presented for the Trust as a whole, as the SEC registrant, and for each Fund individually. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Fund shall be enforceable only against the assets of such Fund and not against the assets of the Trust generally or any other Fund. Accordingly, the assets of each Fund of the Trust include only those funds and other assets that are paid to, held by or distributed to the Trust for the purchase of Shares in that Fund. F-87 Table of Contents 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 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 three months ended March 31, 2025 were typically as follows. All times are Eastern Standard Time: Fund Create/Redeem Cut-off* NAV Calculation Time NAV Calculation Date Ultra Silver and UltraShort Silver 1:00 p.m. 1:25 p.m. March 31, 2025 Ultra Gold and UltraShort Gold 1:00 p.m. 1:30 p.m. March 31, 2025 Ultra Bloomberg Crude Oil, Ultra Bloomberg Natural Gas, UltraShort Bloomberg Crude Oil and March 31, 2025 UltraShort Bloomberg Natural Gas 2:00 p.m. 2:30 p.m. March 31, 2025 Ultra Euro, March 31, 2025 Ultra Yen, March 31, 2025 UltraShort Euro and UltraShort Yen 3:00 p.m. 4:00 p.m. 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 2:00 p.m. 4:00 p.m. March 31, 2025 * 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 three months ended 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. 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 three months ended March 31, 2025. Investment Valuation Short-term investments are valued at amortized cost which approximates fair value for daily NAV purposes. For financial reporting purposes, short-term investments are valued at their market price using information provided by a third-party pricing service or market quotations. In each of these situations, valuations are typically categorized as Level I in the fair value hierarchy. Repurchase agreements are generally valued at amortized cost, provided such amounts approximate fair value. These instruments are classified as Level II in the fair value hierarchy. 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, 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. Futures contracts valuations are typically categorized as Level I in the fair value hierarchy. Swap agreements, forward agreements and foreign currency forward contracts valuations are typically categorized as Level II in the fair value hierarchy. The Sponsor may in its sole discretion choose to determine a fair value price as the F-88 Table of Contents 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 fair value an asset of a Fund pursuant to the policies the Sponsor has adopted. Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level II or Level III in the fair value hierarchy. Fair value pricing may require subjective determinations about the value of an investment. While the Funds’ policies are intended to result in a calculation of its respective Fund’s NAV that fairly reflects investment values as of the time of pricing, such Fund cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that a Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by such Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements. Fair Value of Financial Instruments The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The disclosure requirements establish a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Funds (observable inputs); and (2) the Funds’ own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the disclosure requirements hierarchy are as follows: Level I – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level II – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level II assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs). Level III – Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available. In some instances, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest input level that is significant to the fair value measurement in its entirety. 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. F-89 Table of Contents The following table summarizes the valuation of investments at March 31, 2025 using the fair value hierarchy: Level I - Quoted Prices Level II - Other Significant Observable Inputs Fund Short-Term U.S. Government and Agencies Futures Contracts * Foreign Currency Forward Contracts Swap Agreements Total ProShares Short VIX Short-Term Futures ETF $ 89,382,632 $ ( 3,244,026 ) $ —  $ —  $ 86,138,606 ProShares Ultra Bloomberg Crude Oil 188,867,108 11,878,288 —  36,765,912 237,511,308 ProShares Ultra Bloomberg Natural Gas 99,195,433 55,126,979 —  —  154,322,412 ProShares Ultra Euro —  —  27,749 —  27,749 ProShares Ultra Gold 248,398,141 29,709,593 —  23,565,471 301,673,205 ProShares Ultra Silver 337,917,050 29,867,976 —  28,024,204 395,809,230 ProShares Ultra VIX Short-Term Futures ETF 49,802,132 33,617,072 —  —  83,419,204 ProShares Ultra Yen —  —  ( 1,547,358 ) —  ( 1,547,358 ) ProShares UltraShort Bloomberg Crude Oil 59,565,466 1,829,435 —  —  61,394,901 ProShares UltraShort Bloomberg Natural Gas 348,033,928 ( 40,726,739 ) —  —  307,307,189 ProShares UltraShort Euro —  —  ( 187,668 ) —  ( 187,668 ) ProShares UltraShort Gold —  ( 2,565,593 ) —  ( 1,497,486 ) ( 4,063,079 ) ProShares UltraShort Silver —  ( 274,136 ) —  ( 1,311,979 ) ( 1,586,115 ) ProShares UltraShort Yen —  —  423,708 —  423,708 ProShares VIX Mid-Term Futures ETF —  1,646,750 —  —  1,646,750 ProShares VIX Short-Term Futures ETF 19,832,200 11,381,416 —  —  31,213,616 Combined Trust: $ 1,440,994,090 $ 128,247,015 $ ( 1,283,569 ) $ 85,546,122 $ 1,653,503,658 * 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 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: Level I - Quoted Prices Level II - Other Significant Observable Inputs Fund Short-Term U.S. Government and Agencies Futures Contracts * Foreign Currency Forward Contracts Swap Agreements Total ProShares Short VIX Short-Term Futures ETF $ 24,937,875 $ ( 3,008,751 ) $ —  $ —  $ 21,929,124 ProShares Ultra Bloomberg Crude Oil 99,751,500 10,864,085 —  38,215,610 148,831,195 ProShares Ultra Bloomberg Natural Gas 99,751,500 97,239,201 —  —  196,990,701 ProShares Ultra Euro —  —  ( 167,128 ) —  ( 167,128 ) ProShares Ultra Gold 74,813,625 ( 423,408 ) —  ( 2,348,132 ) 72,042,085 ProShares Ultra Silver 124,689,375 ( 28,903,535 ) —  ( 52,518,908 ) 43,266,932 ProShares Ultra VIX Short-Term Futures ETF 24,937,875 13,975,992 —  —  38,913,867 ProShares Ultra Yen —  —  ( 4,215,297 ) —  ( 4,215,297 ) ProShares UltraShort Bloomberg Crude Oil —  ( 1,655,392 ) —  —  ( 1,655,392 ) ProShares UltraShort Bloomberg Natural Gas —  ( 26,130,504 ) —  —  ( 26,130,504 ) ProShares UltraShort Euro —  —  1,157,050 —  1,157,050 ProShares UltraShort Gold —  121,056 —  141,581 262,637 ProShares UltraShort Silver —  511,915 —  2,954,018 3,465,933 ProShares UltraShort Yen —  —  2,228,359 —  2,228,359 ProShares VIX Mid-Term Futures ETF —  22,266 —  —  22,266 ProShares VIX Short-Term Futures ETF 24,937,875 4,393,327 —  —  29,331,202 Combined Trust: $ 473,819,625 $ 67,006,252 $ ( 997,016 ) $ ( 13,555,831 ) $ 526,273,030 * 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. F-90 Table of Contents 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. Investment Transactions and Related Income Investment transactions are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation (depreciation) on open contracts are reflected in the Statements of Financial Condition and changes in the unrealized appreciation (depreciation) between periods are reflected in the Statements of Operations. Interest income is generally recognized on an accrual basis and includes the amortization of discount on short-term U.S. government and agency obligations and is reflected in the Statement of Operations. 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 Each Fund pays its respective brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission (“CFTC”) regulated investments. The effects of trading spreads, financing costs/fees associated with Financial Instruments, and costs relating to the purchase of U.S. Treasury securities or similar high credit quality short-term fixed-income would also be borne by the Funds. Brokerage commissions on futures contracts are recognized on a half-turn basis (e.g., the first half is recognized when the contract is purchased (opened) and the second half is recognized when the transaction is closed). The Sponsor is currently paying brokerage commissions on VIX futures contracts for the Matching VIX Funds that exceed variable create/redeem fees collected by more than 0.02 % of the Matching VIX Fund’s average net assets annually. Federal Income Tax 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. Accordingly, no Fund expects to incur U.S. federal income tax liability; rather, each beneficial owner of a Fund’s Shares is required to take into account its allocable share of its Fund’s income, gain, loss, deductions and other items for its Fund’s taxable year ending with or within the beneficial owner’s taxable year. Management of the Funds has reviewed all open tax years and major jurisdictions (i.e., last three years and the interim tax period since then, as applicable) and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. 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. F-91 Table of Contents NOTE 3 – INVESTMENTS Short-Term Investments The Funds may purchase U.S. Treasury Bills, agency securities, and other high-credit quality short-term fixed income or similar securities with original maturities of one year or less. A portion of these investments may be posted as collateral in connection with swap agreements, futures, and/or forward contracts. Repurchase Agreements The Funds may enter into repurchase agreements. Repurchase agreements are primarily used by the Funds as short-term investments for cash positions. Under a repurchase agreement, a Fund purchases one or more debt securities and simultaneously agrees to sell those securities back to the seller at a mutually agreed-upon future price and date, normally one day or a few days later. The resale price is greater than the purchase price, reflecting an agreed-upon market interest rate during the purchaser’s holding period. While the maturities of the underlying securities in repurchase transactions may be more than one year, the term of each repurchase agreement will always be less than one year. The Funds follow certain procedures designed to minimize the risks inherent in such agreements. These procedures include affecting repurchase transactions generally with major global financial institutions whose creditworthiness is monitored by the Sponsor. 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. In this circumstance, a Fund may lose money because it may not be able to sell the securities at the agreed upon time and price, the securities may lose value before they can be sold, the selling institution may declare bankruptcy, or the Fund may have difficulty exercising rights to the collateral. 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. As of March 31, 2025 and December 31, 2024, the Funds did not have any open repurchase agreements. Accounting for Derivative Instruments In seeking to achieve each Fund’s investment objective, the Sponsor uses a mathematical approach to investing. Using this approach, the Sponsor determines the type, quantity and mix of investment positions, including derivative positions, which the Sponsor believes in combination, should produce returns consistent with a Fund’s objective. All open derivative positions at period end are reflected on each respective Fund’s Schedule of Investments. Certain Funds utilized a varying level of derivative instruments in conjunction with investment securities in seeking to meet their investment objectives during the period. While the volume of open positions may vary on a daily basis as each Fund transacts derivatives contracts in order to achieve the appropriate exposure to meet its investment objective, the volume of these open positions relative to the net assets of each respective Fund at the date of this report is generally representative of open positions throughout the reporting period. Following is a description of the derivative instruments used by the Funds during the reporting period, including the primary underlying risk exposures related to each instrument type. Futures Contracts The Funds may enter into futures contracts to gain exposure to changes in the value of, or as a substitute for investing directly in (or shorting), an underlying Index, currency or commodity. A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity and type of asset at a specified time and place. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity, if applicable, or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery, or by cash settlement at expiration of contract. F-92 Table of Contents Upon entering into a futures contract, each Fund is required to deposit and maintain as collateral at least such initial margin as required by the exchange on which the transaction is affected. The initial margin is segregated as cash and/or securities balances with brokers for futures contracts, as disclosed in the Statements of Financial Condition, and is restricted as to its use. The Funds that enter into futures contracts maintain collateral at the broker in the form of cash and/or securities. Pursuant to the futures contract, each Fund generally agrees to receive from or pay to the broker(s) an amount of cash equal to the daily fluctuation in value of the futures contract. Such receipts or payments are known as variation margin and are recorded by each Fund as unrealized gains or losses. Each Fund will realize a gain or loss upon closing of a futures transaction. Futures contracts involve, to varying degrees, elements of market risk (specifically exchange rate sensitivity, commodity price risk or equity market volatility risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure each Fund has in the particular classes of instruments. Additional risks associated with the use of futures contracts are imperfect correlation between movements in the price of the futures contracts and the market value of the underlying Index or commodity and the possibility of an illiquid market for a futures contract. With futures contracts, there is minimal but some counterparty risk to the Funds since futures contracts are exchange-traded and the credit risk resides with the Funds’ clearing broker or clearinghouse itself. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. 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. 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. The risk the Fund will be unable to close out a futures position will be minimized by entering into such transactions on a national exchange with an active and liquid secondary market. Option Contracts An option is a contract that gives the buyer the right, but not the obligation, to buy or sell a specified quantity of a commodity or other instrument at a specific (or strike) price within a specified period of time, regardless of the market price of that instrument. There are two types of options: calls and puts. A call option conveys to the option buyer the right to purchase a particular futures contract at a stated price at any time during the life of the option. A put option conveys to the option buyer the right to sell a particular futures contract at a stated price at any time during the life of the option. Options written by a Fund may be wholly or partially covered (meaning that the Fund holds an offsetting position) or uncovered. In the case of the purchase of an option, the risk of loss of an investor’s entire investment (i.e., the premium paid plus transaction charges) reflects the nature of an option as a wasting asset that may become worthless when the option expires. Where an option is written or granted (i.e., sold) uncovered, the seller may be liable to pay substantial additional margin, and the risk of loss is unlimited, as the seller will be obligated to deliver, or take delivery of, an asset at a predetermined price which may, upon exercise of the option, be significantly different from the market value. When a Fund writes a call or put, an amount equal to the premium received is recorded and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against amounts paid on the underlying futures, swap, security or currency transaction to determine the realized gain (loss). When a Fund purchases an option, the Fund pays a premium which is included as an asset on the Statement of Financial Condition and subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. The risk associated with purchasing put and call options is limited to the premium paid. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying investment transaction to determine the realized gain (loss) when the underlying transaction is executed. Certain options transactions may subject the writer (seller) to unlimited risk of loss in the event of an increase in the price of the contract to be purchased or delivered. 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 F-93 Table of Contents 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. A Fund’s ability to trade options will be dependent on the willingness of counterparties to trade such options with the Fund. In a less liquid market for options, a Fund may have difficulty closing out certain option positions at desired times and prices. A Fund may experience substantial downside from specific option positions and certain option positions may expire worthless. Over-the-counter options generally are not assignable except by agreement between the parties concerned, and no party or purchaser has any obligation to permit such assignments. The over-the-counter market for options is relatively illiquid, particularly for relatively small transactions. The use of options transactions exposes a Fund to liquidity risk and counterparty credit risk, and in certain circumstances may expose the Fund to unlimited risk of loss. The Funds may buy and sell options on futures contracts, which may present even greater volatility and risk of loss. Each Oil Fund (ProShares UltraShort Bloomberg Crude Oil and ProShares Ultra Bloomberg Crude Oil) may, but is not required to, seek to use swap agreements or options strategies that limit losses (i.e., have “floors”) or are otherwise designed to prevent the Fund’s net asset value from going to zero. These investment strategies will not prevent an Oil Fund from losing value, and their use may not prevent a Fund’s NAV from going to zero. Rather, they are intended to allow an Oil Fund to preserve a small portion of its value in the event of significant movements in its benchmark or Financial Instruments based on its benchmark. There can be no guarantee that an Oil Fund will be able to implement such strategies, continue to use such strategies, or that such strategies will be successful. Each Oil Fund will incur additional costs as a result of using such strategies. Use of strategies designed to limit losses may also place “caps” or “ceilings” on performance and could significantly limit Fund gains, could cause a Fund to perform in a manner not consistent with its investment objective and could otherwise have a significant impact on Fund performance. Swap Agreements Certain of the Funds enter into swap agreements for purposes of pursuing their investment objectives or as a substitute for investing directly in (or shorting) an underlying Index, currency or commodity, or to create an economic hedge against a position. Swap agreements are two-party contracts that have traditionally been entered into primarily with institutional investors in over-the-counter (“OTC”) markets for a specified period, ranging from a day to more than one year. However, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) provides for significant reforms of the OTC derivative markets, including a requirement to execute certain swap transactions on a CFTC-regulated market and/or to clear such transactions through a CFTC-regulated central clearing organization. In a standard swap transaction, two parties agree to exchange the returns earned or realized on a particular predetermined investment, instrument or Index in exchange for a fixed or floating rate of return in respect of a predetermined notional amount. Transaction or commission costs are reflected in the benchmark level at which the transaction is entered into. The gross returns to be exchanged are calculated with respect to a notional amount and the benchmark returns to which the swap is linked. Swap agreements do not involve the delivery of underlying instruments. Generally, swap agreements entered into by the Funds calculate and settle the obligations of the parties to the agreement on a “net basis” with a single payment. Consequently, each Fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of such obligations (or rights) (the “net amount”). In a typical swap agreement entered into by a Matching VIX Fund or Ultra Fund, the Matching VIX Fund or Ultra Fund would be entitled to settlement payments in the event the level of the benchmark increases and would be required to make payments to the swap counterparties in the event the level of the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay. In a typical swap agreement entered into by a Short Fund or an UltraShort Fund, the Short Fund or UltraShort Fund would be required to make payments to the swap counterparties in the event the level of the benchmark increases and would be entitled to settlement payments in the event the level of the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay. The net amount of the excess, if any, of each Fund’s obligations over its entitlements with respect to each OTC swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the counterparty in a segregated account by the Funds’ Custodian. The net amount of the excess, if any, of each Fund’s entitlements over its obligations with respect to each OTC swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the Fund in a segregated account by a third party custodian. Until a swap agreement is settled in cash, the gain or loss on the notional amount less any transaction costs or trading spreads payable by each Fund on the notional amount are recorded as “unrealized appreciation or depreciation on swap agreements” and, when cash is exchanged, the gain or loss realized is recorded as “realized gains or losses on swap agreements.” Swap agreements are generally valued at the last settled price of the benchmark referenced asset. F-94 Table of Contents Swap agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed to the party under the agreement. This could cause a Fund to have to enter into a new transaction with the same counterparty, enter into a transaction with a different counterparty or seek to achieve its investment objective through any number of different investments or investment techniques. Swap agreements involve, to varying degrees, elements of market risk and exposure to loss in excess of the unrealized gain/loss reflected. The notional amounts reflect the extent of the total investment exposure each Fund has under the swap agreement, which may exceed the NAV of each Fund. Additional risks associated with the use of swap agreements are imperfect correlations between movements in the notional amount and the price of the underlying reference Index and the inability of counterparties to perform. Each Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will typically enter into swap agreements only with major global financial institutions. The creditworthiness of each of the firms that is a party to a swap agreement is monitored by the Sponsor. 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 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. The Funds, as applicable, collateralize swap agreements by segregating or designating cash and/or certain securities as indicated on the Statements of Financial Condition or Schedules of Investments. As noted above, collateral posted in connection with OTC derivative transactions is held for the benefit of the counterparty in a segregated tri-party account at the Custodian to protect the counterparty against non-payment by the Funds. The collateral held in this account is restricted as to its use. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances. The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks in connection with OTC swaps by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to certain minimum thresholds. In the event of a bankruptcy of a counterparty, such Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. 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 March 31, 2025, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities. The counterparty/credit risk for cleared derivative transactions is generally lower than for OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Forward Contracts Certain of the Funds enter into forward contracts for the purpose of pursuing their investment objectives and as a substitute for investing directly in (or shorting) commodities and/or currencies. A forward contract is an agreement between two parties to purchase or sell a specified quantity of an asset at or before a specified date in the future at a specified price. Forward contracts are typically traded in OTC markets and all details of the contracts are negotiated between the counterparties to the agreement. Accordingly, the forward contracts are valued by reference to the contracts traded in the OTC markets. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or currency, establishing an opposite position in the contract and recognizing the profit or loss on both positions simultaneously on the delivery date or, in some instances, paying a cash settlement before the designated date of delivery. The forward contracts are adjusted by the daily fluctuation of the underlying commodity or currency and any gains or losses are recorded for financial statement purposes as unrealized gains or losses until the contract settlement date. F-95 Table of Contents Forward contracts have traditionally not been cleared or guaranteed by a third party. As a result of the Dodd-Frank Act, the CFTC now regulates non-deliverable forwards (including deliverable forwards where the parties do not take delivery). Certain non-deliverable forward contracts, such as non-deliverable foreign exchange forwards, may be subject to regulation as swap agreements, including mandatory clearing. Changes in the forward markets may entail increased costs and result in increased reporting requirements. The Funds may collateralize OTC forward commodity contracts by segregating or designating cash and/or certain securities as indicated on their Statements of Financial Condition or Schedules of Investments. Such collateral is held for the benefit of the counterparty in a segregated tri-party account at a third party custodian to protect the counterparty against non-payment by the Funds. The collateral held in this account is restricted as to its use. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances. The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. 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 March 31, 2025, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities. Participants in trading foreign exchange forward contracts often do not require margin deposits, but rely upon internal credit limitations and their judgments regarding the creditworthiness of their counterparties. In recent years, however, many OTC market participants in foreign exchange trading have begun to require their counterparties to post margin. A Fund will typically enter into forward contracts only with major global financial institutions. The creditworthiness of each of the firms that is a party to a forward contract is monitored by the Sponsor. The counterparty/credit risk for cleared derivative transactions is generally lower than for OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. 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. F-96 Table of Contents Fair Value of Derivative Instruments as of March 31, 2025 Asset Derivatives Liability Derivatives Derivatives Not Accounted for as Hedging Instruments Fund Statements of Financial Condition Location Unrealized Appreciation Statements of Financial Condition Location Unrealized Depreciation VIX Futures Contracts Receivable on open futures contracts Payable on open futures contracts ProShares Short VIX Short-Term Futures ETF $ —  $ 3,244,026 * ProShares Ultra VIX Short-Term Futures ETF 33,617,072 * —  ProShares VIX Mid-Term Futures ETF 1,646,750 * —  ProShares VIX Short-Term Futures ETF 11,381,416 * —  Commodities Contracts Receivables on open futures contracts and/or unrealized appreciation on swap agreements Payable on open futures contracts and/or unrealized depreciation on swap agreements ProShares Ultra Bloomberg Crude Oil 48,644,200 * —  ProShares Ultra Bloomberg Natural Gas 55,126,979 * —  ProShares Ultra Gold 53,275,064 * —  ProShares Ultra Silver 57,892,180 * —  ProShares UltraShort Bloomberg Crude Oil 5,708,878 * 3,879,443 * ProShares UltraShort Bloomberg Natural Gas —  40,726,739 * ProShares UltraShort Gold —  4,063,079 * ProShares UltraShort Silver —  1,586,115 * Foreign Exchange Contracts Unrealized appreciation on foreign currency forward contracts Unrealized depreciation on foreign currency forward contracts ProShares Ultra Euro 27,749 —  ProShares Ultra Yen 48,567 1,595,925 ProShares UltraShort Euro —  187,668 ProShares UltraShort Yen 470,477 46,769 Combined Trust: $ 267,839,332 * $ 55,329,764 * * 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. F-97 Table of Contents Fair Value of Derivative Instruments as of December 31, 2024 Asset Derivatives Liability Derivatives Derivatives Not Accounted for as Hedging Instruments Fund Statements of Financial Condition Location Unrealized Appreciation Statements of Financial Condition Location Unrealized Depreciation VIX Futures Contracts Receivable on open futures contracts Payable on open futures contracts ProShares Short VIX Short-Term Futures ETF $ 482,967 * $ 3,491,718 * ProShares Ultra VIX Short-Term Futures ETF 15,626,836 * 1,650,844 * ProShares VIX Mid-Term Futures ETF 240,639 * 218,373 * ProShares VIX Short-Term Futures ETF 5,943,933 * 1,550,606 * Commodities Contracts Receivables on open futures contracts and/or unrealized appreciation on swap agreements Payable on open futures contracts and/or unrealized depreciation on swap agreements ProShares Ultra Bloomberg Crude Oil 49,079,695 * —  ProShares Ultra Bloomberg Natural Gas 97,239,201 * —  ProShares Ultra Gold —  2,771,540 * ProShares Ultra Silver —  81,422,443 * ProShares UltraShort Bloomberg Crude Oil 1,888,681 * 3,544,073 * ProShares UltraShort Bloomberg Natural Gas —  26,130,504 * ProShares UltraShort Gold 262,637 * —  ProShares UltraShort Silver 3,465,933 * —  Foreign Exchange Contracts Unrealized appreciation on foreign currency forward contracts Unrealized depreciation on foreign currency forward contracts ProShares Ultra Euro 2,312 169,440 ProShares Ultra Yen 146,194 4,361,491 ProShares UltraShort Euro 1,189,827 32,777 ProShares UltraShort Yen 2,283,588 55,229 Combined Trust: $ 177,852,443 * $ 125,399,038 * * 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. F-98 Table of Contents The Effect of Derivative Instruments on the Statement of Operations For the three months ended March 31, 2025 Derivatives Not Accounted for as Hedging Instruments Location of Gain (Loss) on Derivatives Recognized in Income Fund Realized Gain (Loss) on Derivatives Recognized in Income Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income VIX Futures Contracts Net realized gain (loss) on futures contracts/ changes in unrealized appreciation (depreciation) on futures contracts ProShares Short VIX Short-Term Futures ETF $ ( 17,636,853 ) $ ( 235,275 ) ProShares Ultra VIX Short-Term Futures ETF 99,921,457 19,641,080 ProShares VIX Mid-Term Futures ETF 707,192 1,624,484 ProShares VIX Short-Term Futures ETF 32,209,263 6,988,089 Commodities 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 Ultra Bloomberg Crude Oil 15,516,861 ( 435,495 ) ProShares Ultra Bloomberg Natural Gas 222,605,228 ( 42,112,222 ) ProShares Ultra Gold 58,428,586 56,046,604 ProShares Ultra Silver 54,710,787 139,314,623 ProShares UltraShort Bloomberg Crude Oil 8,933,899 3,484,827 ProShares UltraShort Bloomberg Natural Gas ( 221,827,712 ) ( 14,596,235 ) ProShares UltraShort Gold ( 3,442,604 ) ( 4,325,716 ) ProShares UltraShort Silver ( 3,108,986 ) ( 5,052,048 ) 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 160,517 194,877 ProShares Ultra Yen 1,642,642 2,667,939 ProShares UltraShort Euro ( 1,630,953 ) ( 1,344,718 ) ProShares UltraShort Yen ( 158,694 ) ( 1,804,651 ) Combined Trust: $ 247,030,630 $ 160,056,163 F-99 Table of Contents The Effect of Derivative Instruments on the Statement of Operations For the three months ended March 31, 2024 Derivatives Not Accounted for as Hedging Instruments Location of Gain (Loss) on Derivatives Recognized in Income Fund Realized Gain (Loss) on Derivatives Recognized in Income Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income VIX Futures Contracts Net realized gain (loss) on futures contracts/ changes in unrealized appreciation (depreciation) on futures contracts ProShares Short VIX Short-Term Futures ETF $ 28,496,948 $ ( 4,627,587 ) ProShares Ultra VIX Short-Term Futures ETF ( 91,003,229 ) 13,285,128 ProShares VIX Mid-Term Futures ETF ( 6,108,469 ) 2,789,791 ProShares VIX Short-Term Futures ETF ( 31,758,964 ) 2,984,519 Commodities 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 Ultra Bloomberg Crude Oil 93,118,600 55,138,407 ProShares Ultra Bloomberg Natural Gas ( 242,180,914 ) ( 136,379,348 ) ProShares Ultra Gold 18,471,271 2,737,314 ProShares Ultra Silver ( 4,470,712 ) 21,640,522 ProShares UltraShort Bloomberg Crude Oil ( 12,515,601 ) ( 34,431,430 ) ProShares UltraShort Bloomberg Natural Gas 44,654,357 23,830,634 ProShares UltraShort Gold ( 1,397,813 ) ( 344,579 ) ProShares UltraShort Silver 5,780,020 ( 1,418,602 ) 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 144,574 ( 509,514 ) ProShares Ultra Yen ( 2,031,575 ) ( 3,578,931 ) ProShares UltraShort Euro ( 943,861 ) 2,967,733 ProShares UltraShort Yen 1,705,271 2,938,152 Combined Trust: $ ( 200,040,097 ) $ ( 52,977,791 ) Offsetting Assets and Liabilities Each Fund is subject to master netting agreements or similar arrangements that allow for amounts owed between each Fund and the counterparty to be netted upon an early termination. The party that has the larger payable pays the excess of the larger amount over the smaller amount to the other party. The master netting agreements or similar arrangements do not apply to amounts owed to/from different counterparties. As described above, the Funds utilize derivative instruments to achieve their investment objective during the year. The amounts shown in the Statements of Financial Condition do not take into consideration the effects of legally enforceable master netting agreements or similar arrangements. F-100 Table of Contents 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 March 31, 2025. Fair Values of Derivative Instruments as of March 31, 2025 Assets Liabilities Fund Gross Amounts of Recognized Assets presented in the Statements of Financial Condition Gross Amounts Offset in the Statements of Financial Condition Net Amounts of Assets presented in the Statements of Financial Condition Gross Amounts of Recognized Liabilities presented in the Statements of Financial Condition Gross Amounts Offset in the Statements of Financial Condition Net Amounts of Liabilities presented in the Statements of Financial Condition ProShares Ultra Bloomberg Crude Oil Swap agreements $ 36,765,912 $ —   $ 36,765,912 $ —   $ —   $ —   ProShares Ultra Euro Foreign currency forward contracts 27,749 —   27,749 —   —   —   ProShares Ultra Gold Swap agreements 23,565,471 —   23,565,471 —   —   —   ProShares Ultra Silver Swap agreements 28,024,204 —   28,024,204 —   —   —   ProShares Ultra Yen Foreign currency forward contracts 48,567 —   48,567 1,595,925 —   1,595,925 ProShares UltraShort Euro Foreign currency forward contracts —   —   —   187,668 —   187,668 ProShares UltraShort Gold Swap agreements —   —   —   1,497,486 —   1,497,486 ProShares UltraShort Silver Swap agreements —   —   —   1,311,979 —   1,311,979 ProShares UltraShort Yen Foreign currency forward contracts 470,477 —   470,477 46,769 —   46,769 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. Amounts shown in the column labeled “Net Amount” represent the uncollateralized portions of these amounts at period end. 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”. F-101 Table of Contents Gross Amounts Not Offset in the Statements of Financial Condition as of March 31, 2025 Fund 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 Counterparties Net Amount ProShares Ultra Bloomberg Crude Oil Citibank, N.A. $ 3,294,012 $ ( 2,129,947 ) $ —   $ 1,164,065 Goldman Sachs International 14,294,020 ( 9,208,071 ) —   5,085,949 Morgan Stanley & Co. International PLC 4,342,332 ( 2,766,333 ) —   1,575,999 Societe Generale 10,861,665 ( 7,339,566 ) —   3,522,099 UBS AG 3,973,883 ( 2,512,321 ) —   1,461,562 ProShares Ultra Euro Goldman Sachs International 18,542 —   —   18,542 UBS AG 9,207 —   —   9,207 ProShares Ultra Gold Citibank, N.A. 10,118,672 ( 8,569,327 ) —   1,549,345 Goldman Sachs International 4,806,049 ( 4,066,368 ) —   739,681 UBS AG 8,640,750 ( 7,075,241 ) —   1,565,509 ProShares Ultra Silver Citibank, N.A. 12,474,070 ( 12,474,070 ) —   —   Goldman Sachs International 1,096,932 ( 1,096,932 ) —   —   Morgan Stanley & Co. International PLC 7,442,262 ( 7,442,262 ) —   —   UBS AG 7,010,940 ( 7,010,940 ) —   —   ProShares Ultra Yen Goldman Sachs International ( 789,472 ) —   789,472 —   UBS AG ( 757,886 ) —   757,886 —   ProShares UltraShort Euro Goldman Sachs International ( 135,739 ) —   135,739 —   UBS AG ( 51,929 ) —   51,929 —   ProShares UltraShort Gold Citibank, N.A. ( 345,274 ) —   345,274 —   Goldman Sachs International ( 452,286 ) —   452,286 —   UBS AG ( 699,926 ) —   699,926 —   ProShares UltraShort Silver Citibank, N.A. ( 687,939 ) —   687,939 —   Goldman Sachs International ( 491,267 ) —   491,267 —   Morgan Stanley & Co. International PLC ( 67,825 ) —   67,825 —   UBS AG ( 64,948 ) —   64,948 —   ProShares UltraShort Yen Goldman Sachs International 237,980 ( 237,980 ) —   —   UBS AG 185,728 ( 185,728 ) —   —   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 December 31, 2024: F-102 Table of Contents Fair Values of Derivative Instruments as of December 31, 2024 Assets Liabilities Fund Gross Amounts of Recognized Assets presented in the Statements of Financial Condition Gross Amounts Offset in the Statements of Financial Condition Net Amounts of Assets presented in the Statements of Financial Condition Gross Amounts of Recognized Liabilities presented in the Statements of Financial Condition Gross Amounts Offset in the Statements of Financial Condition Net Amounts of Liabilities presented in the Statements of Financial Condition ProShares Ultra Bloomberg Crude Oil Swap agreements $ 38,215,610 $ —   $ 38,215,610 $ —   $ —   $ —   ProShares Ultra Euro Foreign currency forward contracts 2,312 —   2,312 169,440 —   169,440 ProShares Ultra Gold Swap agreements —   —   —   2,348,132 —   2,348,132 ProShares Ultra Silver Swap agreements —   —   —   52,518,908 —   52,518,908 ProShares Ultra Yen Foreign currency forward contracts 146,194 —   146,194 4,361,491 —   4,361,491 ProShares UltraShort Euro Foreign currency forward contracts 1,189,827 —   1,189,827 32,777 —   32,777 ProShares UltraShort Gold Swap agreements 141,581 —   141,581 —   —   —   ProShares UltraShort Silver Swap agreements 2,954,018 —   2,954,018 —   —   —   ProShares UltraShort Yen Foreign currency forward contracts 2,283,588 —   2,283,588 55,229 —   55,229 Asset (Liability) amounts shown in the table below represent amounts owed to (by) the Funds for the derivative-related investments at December 31, 2024. 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. Amounts shown in the column labeled “Net Amount” represent the uncollateralized portions of these amounts at period end. 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 December 31, 2024 Fund 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 Counterparties Net Amount ProShares Ultra Bloomberg Crude Oil Citibank, N.A. $ 7,607,910 $ ( 6,395,678 ) $ —   $ 1,212,232 Goldman Sachs International 12,024,863 ( 10,093,437 ) —   1,931,426 Morgan Stanley & Co. International PLC 3,652,992 ( 3,010,925 ) —   642,067 Societe Generale 9,139,394 ( 7,689,268 ) —   1,450,126 UBS AG 5,790,451 ( 4,212,271 ) —   1,578,180 ProShares Ultra Euro Goldman Sachs International ( 84,115 ) —   84,115 —   UBS AG ( 83,013 ) —   83,013 —   ProShares Ultra Gold Citibank, N.A. ( 1,008,254 ) 1,008,254 —   —   Goldman Sachs International ( 478,889 ) 478,889 —   —   UBS AG ( 860,989 ) 860,989 —   —   ProShares Ultra Silver Citibank, N.A. ( 23,367,397 ) 15,165,751 8,201,646 —   Goldman Sachs International ( 2,057,658 ) 2,057,658 —   —   Morgan Stanley & Co. International PLC ( 13,960,418 ) —   13,960,418 —   UBS AG ( 13,133,435 ) 13,133,435 —   —   ProShares Ultra Yen Goldman Sachs International ( 2,164,084 ) —   2,164,084 —   UBS AG ( 2,051,213 ) —   2,051,213 —   ProShares UltraShort Euro Goldman Sachs International 584,165 ( 507,449 ) —   76,716 UBS AG 572,885 ( 271,576 ) —   301,309 ProShares UltraShort Gold Citibank, N.A. 32,589 —   —   32,589 Goldman Sachs International 42,928 —   —   42,928 UBS AG 66,064 —   —   66,064 ProShares UltraShort Silver Citibank, N.A. 1,653,589 ( 1,565,508 ) —   88,081 Goldman Sachs International 907,867 ( 865,802 ) —   42,065 Morgan Stanley & Co. International PLC 125,172 —   —   125,172 UBS AG 267,390 —   —   267,390 ProShares UltraShort Yen Goldman Sachs International 1,253,912 ( 1,241,201 ) —   12,711 UBS AG 974,447 ( 954,822 ) —   19,625 F-103 Table of Contents NOTE 4 – AGREEMENTS Management Fee Each Leveraged Fund, and each Geared VIX Fund, pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.95 % per annum of its average daily NAV of such Fund. Each Matching VIX Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.85 % per annum of its average daily NAV of such Fund. Each Fund accrues the Management Fee daily at an annualized rate based on its average daily net assets. The Management Fee is paid in consideration of the Sponsor’s trading advisory services and the other services provided to the Fund that the Sponsor pays directly. From the Management Fee, the Sponsor pays all of the routine operational, administrative and other ordinary expenses of each Fund, generally as determined by the Sponsor, including but not limited to, (i) the fees and expenses of the Administrator, Custodian, Transfer Agent, Distributor (as each is defined below), and ProFunds Distributors, Inc., an affiliated broker-dealer of the Sponsor, as well as accounting and auditing fees and expenses, (ii) any Index licensors for the Funds; and (iii) the normal and expected expenses incurred in connection with the continuous offering of Shares of each Fund after the commencement of its trading operations. Fees associated with a Fund’s trading operations may include expenses such as tax preparation expenses, legal fees not in excess of $ 100,000 per annum, ongoing SEC registration fees not exceeding 0.021 % per annum of the NAV of a Fund and Financial Industry Regulatory Authority (“FINRA”) filing fees, individual Schedule K-1 preparation and mailing fees not exceeding 0.10 % per annum of the net assets of a Fund, and report preparation and mailing expenses. Non-Recurring Fees and Expenses Each Fund pays all of its non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring and unusual fees and expenses are fees and expenses that are unexpected or unusual in nature, such as legal claims and liabilities, litigation costs or indemnification or other material expenses which are not currently anticipated obligations of the Funds. The Administrator BNY Mellon Asset Servicing, a division of The Bank of New York Mellon (“BNY Mellon”), serves as the Administrator of the Funds (the “Administrator”). The Trust, on its own behalf and on behalf of each Fund, and BNY Mellon have entered into an administration and accounting agreement (the “Administration and Accounting Agreement”) in connection therewith. Pursuant to the terms of the Administration and Accounting Agreement and under the supervision and direction of the Sponsor and the Trust, BNY Mellon prepares and files certain regulatory filings on behalf of the Funds. BNY Mellon may also perform other services for the Funds pursuant to the Administration and Accounting Agreement as mutually agreed upon by the Sponsor, the Trust and BNY Mellon from time to time. The Administrator’s fees are paid on behalf of the Funds by the Sponsor. F-104 Table of Contents The Custodian BNY Mellon serves as the Custodian of the Funds (the “Custodian”). The Trust, on its own behalf and on behalf of each Fund, and BNY Mellon have entered into a custody agreement (the “Custody Agreement”) in connection therewith. Pursuant to the terms of the Custody Agreement, BNY Mellon is responsible for the holding and safekeeping of assets delivered to it by the Funds, and performing various administrative duties in accordance with instructions delivered to BNY Mellon by the Funds. The Custodian’s fees are paid on behalf of the Funds by the Sponsor. The Transfer Agent BNY Mellon serves as the Transfer Agent of the Funds (the “Transfer Agent”) for entities that have entered into an Authorized Participant Agreement with one or more of the Funds (“Authorized Participants”) and has entered into a transfer agency and service agreement (the “Transfer Agency and Service Agreement”). Pursuant to the terms of the Transfer Agency and Service Agreement, BNY Mellon is responsible for processing purchase and redemption orders and maintaining records of ownership of the Funds. The Transfer Agent Fees are paid on behalf of the Funds by the Sponsor. The Distributor SEI Investments Distribution Co. (“SEI”) serves as Distributor of the Funds and assists the Sponsor and the Administrator with certain functions and duties relating to distribution and marketing, including taking creation and redemption orders, consulting with the marketing staff of the Sponsor and its affiliates with respect to compliance with the requirements of FINRA and/or the NFA in connection with marketing efforts, and reviewing and filing of marketing materials with FINRA and/or the NFA. SEI retains all marketing materials separately for each Fund, at c/o SEI, One Freedom Valley Drive, Oaks, PA 19456. The Sponsor, on behalf of each Fund, has entered into a Distribution Services Agreement with SEI. The Sponsor pays SEI for performing its duties on behalf of the Funds. NOTE 5 – CREATION AND REDEMPTION OF CREATION UNITS Each Fund issues and redeems shares from time to time, but only in one or more Creation Units. A Creation Unit is a block of 50,000 Shares of a Geared Fund and 25,000 Shares of a Matching VIX Fund. Creation Units may be created or redeemed only by Authorized Participants. 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. Retail investors, therefore, generally will not be able to purchase or redeem Shares directly from or with a Fund. Rather, most retail investors will purchase or sell Shares in the secondary market with the assistance of a broker. Thus, some of the information contained in these Notes to Financial Statements—such as references to the Transaction Fees imposed on purchases and redemptions is not relevant to retail investors. Transaction Fees on Creation and Redemption Transactions The manner by which Creation Units are purchased or redeemed is governed by the terms of the Authorized Participant Agreement and Authorized Participant Procedures Handbook. By placing a purchase order, an Authorized Participant agrees to: (1) deposit cash with the Custodian; and (2) if permitted by the Sponsor in its sole discretion, enter into or arrange for an exchange of futures contract for related position or block trade with the relevant fund whereby the Authorized Participant would also transfer to such Fund a number and type of exchange-traded futures contracts at or near the closing settlement price for such contracts on the purchase order date. 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 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. F-105 Table of Contents 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: Fund Three Months Ended March 31, 2025 ProShares Short VIX Short-Term Futures ETF $ 69,002 ProShares Ultra Bloomberg Crude Oil —   ProShares Ultra Bloomberg Natural Gas —   ProShares Ultra Euro —   ProShares Ultra Gold —   ProShares Ultra Silver —   ProShares Ultra VIX Short-Term Futures ETF 959,022 ProShares Ultra Yen —   ProShares UltraShort Bloomberg Crude Oil —   ProShares UltraShort Bloomberg Natural Gas —   ProShares UltraShort Euro —   ProShares UltraShort Gold —   ProShares UltraShort Silver —   ProShares UltraShort Yen —   ProShares VIX Mid-Term Futures ETF 11,040 ProShares VIX Short-Term Futures ETF 162,105 Combined Trust: $ 1,201,169 F-106 Table of Contents NOTE 6 – FINANCIAL HIGHLIGHTS 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 Performance Short VIX Short-Term Futures ETF Ultra Bloomberg Crude Oil Ultra Bloomberg Natural Gas Ultra Euro Ultra Gold Ultra Silver Net asset value, at December 31, 2024 $ 50.03 $ 27.49 $ 54.84 $ 10.46 $ 93.45 $ 33.56 Net investment income (loss) 0.30 0.16 0.42 0.07 0.85 0.28 Net realized and unrealized gain (loss)# ( 4.54 ) ( 0.52 ) 30.03 0.83 33.87 11.90 Change in net asset value from operations ( 4.24 ) ( 0.36 ) 30.45 0.90 34.72 12.18 Net asset value, at March 31, 2025 $ 45.79 $ 27.13 $ 85.29 $ 11.36 $ 128.17 $ 45.74 Market value per share, at December 31, 2024 † $ 50.06 $ 27.50 $ 55.82 $ 10.45 $ 93.48 $ 33.67 Market value per share, at March 31, 2025 † $ 45.76 $ 27.06 $ 85.76 $ 11.38 $ 128.72 $ 46.16 Total Return, at net asset value^ ( 8.5 )% ( 1.3 )% 55.5 % 8.6 % 37.2 % 36.3 % Total Return, at market value^ ( 8.6 )% ( 1.6 )% 53.6 % 8.9 % 37.7 % 37.1 % Ratios to Average Net Assets** Expense ratio^^ 1.21 % 1.00 % 1.46 % 0.95 % 0.97 % 0.98 % Net investment income gain (loss) 2.48 % 2.46 % 2.46 % 2.71 % 3.14 % 2.79 % ** 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 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. F-107 Table of Contents For the Three Months Ended March 31, 2025 (unaudited) Per Share Operating Performance Ultra VIX Short-Term Futures ETF Ultra Yen UltraShort Bloomberg Crude Oil UltraShort Bloomberg Natural Gas UltraShort Euro UltraShort Gold Net asset value, at December 31, 2024 $ 20.77 $ 20.23 $ 16.93 $ 43.61 $ 34.91 $ 17.56 Net investment income (loss) 0.06 0.14 0.11 0.15 0.23 0.09 Net realized and unrealized gain (loss)# 2.61 1.53 ( 0.30 ) ( 24.06 ) ( 2.84 ) ( 4.93 ) Change in net asset value from operations 2.67 1.67 ( 0.19 ) ( 23.91 ) ( 2.61 ) ( 4.84 ) Net asset value, at March 31, 2025 $ 23.44 $ 21.90 $ 16.74 $ 19.70 $ 32.30 $ 12.72 Market value per share, at December 31, 2024 † $ 20.72 $ 20.35 $ 16.92 $ 42.74 $ 34.92 $ 17.58 Market value per share, at March 31, 2025 † $ 23.43 $ 21.89 $ 16.76 $ 19.57 $ 32.27 $ 12.67 Total Return, at net asset value^ 12.9 % 8.3 % ( 1.1 )% ( 54.8 )% ( 7.5 )% ( 27.5 )% Total Return, at market value^ 13.1 % 7.6 % ( 1.0 )% ( 54.2 )% ( 7.6 )% ( 27.9 )% Ratios to Average Net Assets** Expense ratio^^ 2.06 % 0.95 % 1.07 % 1.43 % 0.95 % 0.98 % Net investment income gain (loss) 1.22 % 2.71 % 2.75 % 2.45 % 2.73 % 2.51 % ** 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 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. F-108 Table of Contents For the Three Months Ended March 31, 2025 (unaudited) Per Share Operating Performance UltraShort Silver UltraShort Yen VIX Mid- Term Futures ETF VIX Short- Term Futures ETF Net asset value, at December 31, 2024 $ 42.40 $ 47.66 $ 14.51 $ 45.05 Net investment income (loss) 0.15 0.31 0.10 0.25 Net realized and unrealized gain (loss)# ( 12.95 ) ( 3.68 ) 1.23 4.99 Change in net asset value from operations ( 12.80 ) ( 3.37 ) 1.33 5.24 Net asset value, at March 31, 2025 $ 29.60 $ 44.29 $ 15.84 $ 50.29 Market value per share, at December 31, 2024 † $ 42.00 $ 46.68 $ 14.46 $ 45.02 Market value per share, at March 31, 2025 † $ 29.33 $ 44.30 $ 15.85 $ 50.26 Total Return, at net asset value^ ( 30.2 )% ( 7.1 )% 9.2 % 11.6 % Total Return, at market value^ ( 30.2 )% ( 5.1 )% 9.6 % 11.6 % Ratios to Average Net Assets** Expense ratio^^ 1.02 % 0.95 % 1.06 % 1.40 % Net investment income gain (loss) 1.74 % 2.73 % 2.68 % 2.22 % ** 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 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. F-109 Table of Contents 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 Performance Short VIX Short-Term Futures ETF Ultra Bloomberg Crude Oil Ultra Bloomberg Natural Gas Ultra Euro Ultra Gold Ultra Silver Net asset value, at December 31, 2023 $ 51.69 $ 26.28 $ 142.73 $ 11.86 $ 63.83 $ 27.29 Net investment income (loss) 0.41 0.16 0.67 0.11 0.54 0.19 Net realized and unrealized gain (loss)# 4.28 6.75 ( 77.73 ) ( 0.63 ) 7.62 1.05 Change in net asset value from operations 4.69 6.91 ( 77.06 ) ( 0.52 ) 8.16 1.24 Net asset value, at March 31, 2024 $ 56.38 $ 33.19 $ 65.67 $ 11.34 $ 71.99 $ 28.53 Market value per share, at December 31, 2023 † $ 51.70 $ 26.10 $ 142.20 $ 11.84 $ 63.87 $ 27.17 Market value per share, at March 31, 2024 † $ 56.37 $ 33.00 $ 64.30 $ 11.32 $ 72.26 $ 28.74 Total Return, at net asset value^ 9.1 % 26.3 % ( 54.0 )% ( 4.4 )% 12.8 % 4.6 % Total Return, at market value^ 9.0 % 26.4 % ( 54.8 )% ( 4.4 )% 13.1 % 5.8 % Ratios to Average Net Assets** Expense ratio^^ 1.17 % 0.99 % 1.47 % 0.95 % 0.97 % 0.98 % Net investment income gain (loss) 3.08 % 2.23 % 2.76 % 3.73 % 3.41 % 2.97 % ** 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 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. F-110 Table of Contents For the Three Months Ended March 31, 2024 (unaudited) Per Share Operating Performance Ultra VIX Short-Term Futures ETF Ultra Yen UltraShort Bloomberg Crude Oil UltraShort Bloomberg Natural Gas UltraShort Euro UltraShort Gold Net asset value, at December 31, 2023 $ 42.17 $ 27.46 $ 20.75 $ 48.05 $ 29.16 $ 26.39 Net investment income (loss) 0.20 0.22 0.17 0.40 0.27 0.21 Net realized and unrealized gain (loss)# ( 10.91 ) ( 4.35 ) ( 5.00 ) 28.02 1.54 ( 3.15 ) Change in net asset value from operations ( 10.71 ) ( 4.13 ) ( 4.83 ) 28.42 1.81 ( 2.94 ) Net asset value, at March 31, 2024 $ 31.46 $ 23.33 $ 15.92 $ 76.47 $ 30.97 $ 23.45 Market value per share, at December 31, 2023 † $ 42.20 $ 27.49 $ 20.89 $ 48.21 $ 29.15 $ 26.37 Market value per share, at March 31, 2024 † $ 31.60 $ 23.35 $ 16.02 $ 78.35 $ 30.96 $ 23.38 Total Return, at net asset value^ ( 25.4 )% ( 15.1 )% ( 23.3 )% 59.2 % 6.2 % ( 11.1 )% Total Return, at market value^ ( 25.1 )% ( 15.1 )% ( 23.3 )% 62.5 % 6.2 % ( 11.3 )% Ratios to Average Net Assets** Expense ratio^^ 1.77 % 0.95 % 1.06 % 1.95 % 0.95 % 0.98 % Net investment income gain (loss) 2.16 % 3.60 % 3.65 % 2.92 % 3.62 % 3.22 % ** 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 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. F-111 Table of Contents For the Three Months Ended March 31, 2024 (unaudited) Per Share Operating Performance UltraShort Silver UltraShort Yen VIX Mid- Term Futures ETF VIX Short- Term Futures ETF Net asset value, at December 31, 2023 $ 72.56 $ 34.44 $ 16.74 $ 61.99 Net investment income (loss) 0.57 0.35 0.14 0.48 Net realized and unrealized gain (loss)# ( 5.84 ) 6.18 ( 1.03 ) ( 10.75 ) Change in net asset value from operations ( 5.27 ) 6.53 ( 0.89 ) ( 10.27 ) Net asset value, at March 31, 2024 $ 67.29 $ 40.97 $ 15.85 $ 51.72 Market value per share, at December 31, 2023 † $ 72.96 $ 34.47 $ 16.75 $ 62.04 Market value per share, at March 31, 2024 † $ 66.84 $ 40.92 $ 15.85 $ 51.84 Total Return, at net asset value^ ( 7.3 )% 19.0 % ( 5.3 )% ( 16.6 )% Total Return, at market value^ ( 8.4 )% 18.7 % ( 5.4 )% ( 16.4 )% Ratios to Average Net Assets** Expense ratio^^ 1.01 % 0.95 % 1.08 % 1.04 % Net investment income gain (loss) 2.96 % 3.58 % 3.44 % 3.41 % ** 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 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. F-112 Table of Contents NOTE 7 – RISK Correlation and Holding Period Risk Each of the Geared Funds is “geared” which means that each has an investment objective to seek daily investment results, before fees and expenses, that correspond either to one-half the inverse (-0.5x), two times the inverse (-2x), one and one-half times (1.5x) the return or two times (2x) the return of the Geared Fund’s benchmark (referred to as the “Daily Target”). The Geared Funds do not seek to achieve their Daily Target for any period of time other than a single day (as measured from NAV calculation time to NAV calculation time). The return of a Geared Fund for a period longer than a single day is the result of its return for each day compounded over the period and usually will differ from one-half the inverse (-0.5x), two times the inverse (-2x), one and one-half times (1.5x) the return or two times (2x) the return of the Geared Fund’s benchmark for the same period. This difference may be significant. Compounding is the cumulative effect of applying investment gains and losses and income to the principal amount invested over time. Gains or losses experienced over a given period will increase or reduce the principal amount invested from which the subsequent period’s returns are calculated. The effects of compounding will likely cause the performance of a Geared Fund to differ from the Geared Fund’s stated multiple times the return of its benchmark for the same period. The effect of compounding becomes more pronounced as benchmark volatility and holding period increase. The impact of compounding will impact each shareholder differently depending on the period of time an investment in a Geared Fund is held and the volatility of the benchmark during the holding period of an investment in the Geared Fund. The return of a Geared Fund for periods longer than a day is the product of a series of daily leveraged returns for each trading day during that period. If you hold Geared Fund shares for any period other than a day, it is important for you to understand the risks and long-term performance of a daily objective fund. You should know that over your holding period: • Your return may be higher or lower than the Daily Target, and this difference may be significant. • Factors that contribute to returns that are worse than the Daily Target include smaller Benchmark gains or losses and higher Benchmark volatility, as well as longer holding periods when these factors apply. • Factors that contribute to returns that are better than the Daily Target include larger Benchmark gains or losses and lower Benchmark volatility, as well as longer holding periods when these factors apply. • The more extreme these factors are, and the more they occur together, the more your return will tend to deviate from the Daily Target. For periods longer than a day, you will lose money if the Benchmark’s performance is flat. It is possible that you will lose money invested in a Short or UltraShort Fund even if the value of the Benchmark falls during that period or money invested in an Ultra Fund even if the value of the Benchmark rises during that period. Returns may move in the opposite direction of the Benchmark during periods of higher Benchmark volatility, low Benchmark returns, or both. In addition, during periods of higher Benchmark volatility, the Benchmark volatility may affect your return as much or more than the return of the Benchmark. Each Ultra and UltraShort Fund uses leverage and should produce daily returns that are more volatile than that of its benchmark. For example, the daily return of an Ultra with a 1.5x or 2x multiple should be approximately one and one-half or two times as volatile on a daily basis as is the return of a fund with an objective of matching the same benchmark. The daily return of an UltraShort Fund is designed to return two times the inverse (-2x) of the return that would be expected of a fund with an objective of matching the same benchmark. The Geared Funds are not appropriate for all investors and present significant risks not applicable to other types of funds. The Leveraged Funds use leverage and are riskier than similarly benchmarked exchange-traded funds that do not use leverage. An investor should only consider an investment in a Geared Fund if he or she understands the consequences of seeking daily leveraged, daily inverse or daily inverse leveraged investment results. Investors should understand the consequences of holding daily rebalanced funds for periods longer than a given day, including the impact of compounding on fund performance. Shareholders who invest in the Geared Funds should consider actively monitoring and/or periodically rebalancing their investments (which will possibly trigger transaction costs and tax consequences) in light of their investment goals and risk tolerances. The Matching VIX Funds seek to achieve their stated investment objective over time. F-113 Table of Contents While the Funds seek to meet their investment objectives, there is no guarantee they will do so. Factors that may affect a Fund’s ability to meet its investment objective include: (1) the Sponsor’s ability to purchase and sell Financial Instruments in a manner that correlates to a Fund’s objective; (2) an imperfect correlation between the performance of Financial Instruments held by a Fund and the performance of the applicable benchmark; (3) bid-ask spreads on such Financial Instruments; (4) fees, expenses, transaction costs, financing costs associated with the use of Financial Instruments and commission costs; (5) holding or trading instruments in a market that has become illiquid or disrupted; (6) a Fund’s Share prices being rounded to the nearest cent and/or valuation methodology; (7) changes to a benchmark Index that are not disseminated in advance; (8) the need to conform a Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (9) early and unanticipated closings of the markets on which the holdings of a Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions; (10) accounting standards; (11) differences caused by a Fund obtaining exposure to only a representative sample of the components of a benchmark, over weighting or under weighting certain components of a benchmark or obtaining exposure to assets that are not included in a benchmark; (12) large movements of assets into and/or out of a Fund, particularly late in the day; (13) significant and/or rapid increases in the size of the Fund as a result of an increase in creation activity that cause the Fund to approach or reach position or accountability limits or other portfolio limits; and (14) events such as natural disasters (including disease, epidemics and pandemics) that can be highly disruptive to economies, markets and companies including, but not limited to, the Sponsor and third party service providers. A number of factors may affect a Geared Fund’s ability to achieve a high degree of correlation with its benchmark, and there can be no guarantee that a Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent a Geared Fund from achieving its investment objective. In order to achieve a high degree of correlation with their underlying benchmarks, the Geared Funds seek to rebalance their portfolios daily to keep exposure consistent with their investment objectives. Being materially under- or over-exposed to the benchmark may prevent such Geared Funds from achieving a high degree of correlation with such benchmark. Market disruptions or closure, large amounts of assets into or out of the Geared Funds, regulatory restrictions, extreme market volatility, and other factors will adversely affect such Funds’ ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the benchmarks’ movements during each day. The target amount of portfolio exposure is impacted dynamically by a benchmark’s movements, including intraday movements. Because of this, it is unlikely that the Geared Funds will be perfectly exposed (i.e., -0.5x, -2x, 1.5x, or 2x, as applicable) to its benchmark at the end of each day, and the likelihood of being materially under- or over-exposed is higher on days when the benchmark levels are volatile near the close of the trading day. Each Geared Fund seeks to rebalance its portfolio on a daily basis. The time and manner in which a Geared Fund rebalances its portfolio may vary from day to day depending upon market conditions and other circumstances at the discretion of the Sponsor. If for any reason a Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund’s investment exposure may not be consistent with the Fund’s investment objective. In these instances, the Fund may have investment exposure to its benchmark that is significantly greater or less than its stated multiple. As a result, the Fund may be more or less exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. Unlike other funds that do not rebalance their portfolios as frequently, each Geared Fund may be subject to increased trading costs associated with daily portfolio rebalancing in order to maintain appropriate exposure to the underlying benchmarks. Counterparty Risk Each Fund may use derivatives such as swap agreements and forward contracts (collectively referred to in this Counterparty Risk section as “derivatives”) in the manner described herein as a means to achieve their respective investment objectives. The use of derivatives by a Fund exposes the Fund to counterparty risks. Regulatory Treatment Derivatives are generally traded in OTC markets and are subject to comprehensive regulation in the United States. Cash-settled forwards are generally regulated as “swaps”, whereas physically settled forwards are generally not subject to regulation (in the case of commodities other than currencies) or subject to the federal securities laws (in the case of securities). F-114 Table of Contents 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. 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. The regulatory requirements under Title VII continue to be developed and there may be further modifications that could materially and adversely impact the Funds, the markets in which a Fund trades and the counterparties with which the Fund engages in transactions. As noted, all of the relevant CFTC rules may not apply to all of the swap agreements and forward contracts entered into by the Funds. Investors, therefore, may not receive the protection of CFTC regulation or the statutory scheme of the Commodity Exchange Act (the “CEA”) in connection with each Fund’s swap agreements or forward contracts. The lack of regulation in these markets could expose investors to significant losses under certain circumstances, including in the event of trading abuses or financial failure by participants. Counterparty Credit Risk The Funds will be subject to the credit risk of the counterparties to the derivatives. In the case of cleared derivatives, the Funds will have credit risk to the clearing corporation in a similar manner as the Funds would for futures contracts. In the case of uncleared OTC derivatives, the Funds will be subject to the credit risk of the counterparty to the transaction — typically a single bank or financial institution. As a result, a Fund is subject to increased credit risk with respect to the amount it expects to receive from counterparties to uncleared OTC derivatives entered into as part of that Fund’s principal investment strategy. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties or otherwise, a Fund could suffer significant losses on these contracts and the value of an investor’s investment in a Fund may decline. The Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, subject to certain minimum thresholds. However, there are no limitations on the percentage of assets each Fund may invest in swap agreements or forward contracts with a particular counterparty. To the extent any such collateral is insufficient or there are delays in accessing the collateral, the Funds will be exposed to counterparty risk as described above, including possible delays in recovering amounts as a result of bankruptcy proceedings. The Funds typically enter into transactions only with major global financial institutions. OTC derivatives of the type that may be utilized by the Funds are generally less liquid than futures contracts because they are not traded on an exchange, do not have uniform terms and conditions, and are generally entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, are not transferable without the consent of the counterparty. These agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed to the party under the agreement. For example, if the level of the Fund’s benchmark has a dramatic intraday move that would cause a material decline in the Fund’s NAV, the terms of the swap may permit the counterparty to immediately close out the transaction with the Fund. In that event, it may not be possible for the Fund to enter into another swap or to invest in other Financial Instruments necessary to achieve the desired exposure consistent with the Fund’s objective. This, in turn, may prevent the Fund from achieving its investment objective, particularly if the level of the Fund’s benchmark reverses all or part of its intraday move by the end of the day. In addition, cleared derivatives benefit from daily mark-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. To the extent the Fund enters into cleared swap transactions, the Fund will deposit collateral with a futures commission merchant in cleared swaps customer accounts, which are required by CFTC regulations to be separate from the futures commission merchant’s proprietary collateral posted for cleared swaps transactions. Cleared swap customer collateral is subject to regulations that closely parallel the regulations governing customer segregated funds for futures transactions but provide certain additional protections to cleared swaps collateral in the event of a clearing broker or clearing broker customer default. For example, in the event of a default of both the clearing broker and a customer of the clearing broker, a clearing house is only permitted to access the cleared swaps collateral in the legally separate (but operationally comingled) account of the defaulting cleared swap customer of the clearing broker, as opposed to the treatment of futures customer segregated funds, under which the clearing house may access all of the commingled futures customer segregated funds of a defaulting clearing broker. Derivatives entered into directly between two counterparties do not necessarily benefit from such protections, particularly if entered into with an entity that is not registered as a “swap dealer” with the CFTC. Bilateral OTC derivatives expose the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Funds to suffer a loss. F-115 Table of Contents The Sponsor regularly reviews the performance of its counterparties for, among other things, creditworthiness and execution quality. In addition, the Sponsor periodically considers the addition of new counterparties and the counterparties used by a Fund may change at any time. Each day, the Funds disclose their portfolio holdings as of the prior Business Day. Each Fund’s portfolio holdings identifies its counterparties, as applicable. This portfolio holdings information may be accessed through the web on the Sponsor’s website at www.ProShares.com. Each counterparty and/or any of its affiliates may be an Authorized Participant or shareholder of a Fund, subject to applicable law. The counterparty risk for cleared derivatives transactions is generally lower than for OTC derivatives. Once a transaction is cleared, the clearing organization is substituted and is a Fund’s counterparty on the derivative. The clearing organization guarantees the performance of the other side of the derivative. Nevertheless, some risk remains, as there is no assurance that the clearing organization, or its members, will satisfy its obligations to a Fund. Leverage Risk The Leveraged Funds may utilize leverage in seeking to achieve their respective investment objectives and will lose more money in market environments adverse to their respective daily investment objectives than funds that do not employ leverage. The use of leveraged and/or inverse leveraged positions increases the risk of total loss of an investor’s investment, even over periods as short as a single day. For example, because the UltraShort Funds and Ultra Funds (except for the Ultra VIX Short-Term Futures ETF which includes a one and one-half times (1.5x) multiplier) include a two times the inverse (-2x), or a two times (2x) multiplier, a single-day movement in the relevant benchmark approaching 50 % at any point in the day could result in the total loss or almost total loss of an investor’s investment if that movement is contrary to the investment objective of the Fund in which an investor has invested, even if such Fund’s benchmark subsequently moves in an opposite direction, eliminating all or a portion of the movement. This would be the case with downward single-day or intraday movements in the underlying benchmark of an Ultra Fund or upward single-day or intraday movements in the benchmark of an UltraShort Fund, even if the underlying benchmark maintains a level greater than zero at all times. Liquidity Risk Financial Instruments cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption can also make it difficult to liquidate a position or find a swap or forward contract counterparty at a reasonable cost. Market illiquidity may cause losses for the Funds. The large size of the positions which the Funds may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that the Funds will typically invest in Financial Instruments related to one benchmark, which in many cases is highly concentrated. “Contango” and “Backwardation” Risk In Funds that hold futures contracts, as the futures contracts near expiration, they are generally replaced by contracts that have a later expiration. Thus, for example, a contract purchased and held in November 2022 may specify a January 2023 expiration. As that contract nears expiration, it may be replaced by selling the January 2023 contract and purchasing the contract expiring in March 2023. This process is referred to as “rolling.” Rolling may have a positive or negative impact on performance. For example, historically, the prices of certain types of futures contracts have frequently been higher for contracts with shorter-term expirations than for contracts with longer-term expirations, which is referred to as “backwardation.” In these circumstances, absent other factors, the sale of the January 2023 contract would take place at a price that is higher than the price at which the March 2023 contract is purchased, thereby creating a gain in connection with rolling. While certain types of futures contracts have historically exhibited consistent periods of backwardation, backwardation will likely not exist in these markets at all times. The presence of contango (where prices of contracts are higher in the distant delivery months than in the nearer delivery months due to the costs of long-term storage of a physical commodity prior to delivery or other factors) in certain futures contracts at the time of rolling would be expected to adversely affect an Ultra Fund or a Matching VIX Fund that invests in such futures, and positively affect a Short Fund or an UltraShort Fund that invests in such futures. Similarly, the presence of backwardation in certain futures contracts at the time of rolling such contracts would be expected to adversely affect the Short Fund and UltraShort Funds, and positively affect the Ultra Funds and Matching VIX Funds. F-116 Table of Contents Since the introduction of VIX futures contracts, there have frequently been periods where VIX futures prices reflect higher expected volatility levels further out in time. This can result in a loss from “rolling” the VIX futures to maintain the constant weighted average maturity of the applicable VIX Futures Index. Losses from exchanging a lower priced VIX future for a higher priced longer-term future in the rolling process would adversely affect the value of each VIX Futures Index and, accordingly, decrease the return of the Ultra VIX Short-Term Futures ETF and the Matching VIX Funds. Gold and silver have historically exhibited persistent “contango” markets rather than backwardation. Natural gas, like crude oil, moves in and out of backwardation and contango but historically has been in contango most commonly. There have been times where WTI crude oil futures contracts experience “extraordinary contango or extraordinary backwardation”. For example, in April 2020, the market for crude oil futures contracts experienced a period of “extraordinary contango” that resulted in a negative price in the May 2020 WTI crude oil futures contract. In the summer of 2022, the market for crude oil futures contracts experienced a period of extreme backwardation, but normalized towards the end of the year. The futures contracts held by the Funds may experience a period of extraordinary contango or backwardation in the future. If all or a significant portion of the futures contracts held by an Ultra Fund at a future date were to reach a negative price, investors in such Fund could lose their entire investment. Conversely, investors in an UltraShort Fund could suffer significant losses or lose their entire investment if prices reversed or were subject to extraordinary backwardation. The effects of rolling futures contracts under extraordinary contango or backwardation market conditions generally are more exaggerated than rolling futures contracts under more typical contango or backwardation market conditions. Either scenario may result in significant losses. Investments in futures contracts are subject to current position limits and accountability levels established by the exchanges. Accordingly, the Sponsor and the Funds may be required to reduce the size of outstanding positions or be restricted from entering into new positions that would otherwise be taken for a Fund or not trade in certain markets on behalf of the Fund in order to comply with those limits or any future limits. These restrictions, if implemented, could limit the ability of each Fund to invest in additional futures contracts, add to existing positions in the desired amount, or create additional Creation Units and could otherwise have a significant negative impact on Fund operations and performance, decreasing a Fund’s correlation to the performance of its benchmark, and otherwise preventing a Fund from achieving its investment objective. On May 4, 2020, CME imposed a more restrictive position limit in September 2020 WTI oil futures contracts with respect to the Oil Funds. In response to CME’s imposition of a more restrictive position limit, global developments, and other factors, the Sponsor modified certain of the Oil Funds’ investment strategies to invest in longer-dated futures contracts. In early July 2020, in anticipation of the roll of the Oil Funds’ benchmark, and in order to help manage the impact of recent extraordinary conditions and volatility in the markets for crude oil and related Financial Instruments, the Sponsor modified certain of the Oil Funds’ investment strategies to invest in longer-dated futures contracts. Natural Disasters and Public Health Disruptions, such as the COVID-19 Pandemic, May Have a Significant Negative Impact on the Performance of Each Fund. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including public health disruptions, pandemics and epidemics (for example, COVID-19 including its variants), have been and may continue to be highly disruptive to economies and markets. These conditions have led, and may continue to lead, to increased or extreme market volatility, illiquidity and significant market losses. Such natural disaster and health crises could exacerbate political, social, and economic risks, and result in significant breakdowns, delays, shutdowns, social isolation, civil unrest, periods of high unemployment, shortages in and disruptions to the medical care and consumer goods and services industries, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of the Funds and their investments. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Funds, the Funds’ Sponsor and third party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds’ investments. These factors can cause extreme market volatility, illiquidity, exchange trading suspensions and market closures. For example, market factors may adversely affect the price and liquidity of the Funds’ investments and potentially increase margins and collateral requirements in ways that have a significant negative impact on Fund performance or make it difficult, or impossible, for a Fund to achieve its investment objective. Under these circumstances, a Fund could have difficulty finding counterparties to transactions, entering or exiting positions at favorable prices and could incur significant losses. Further, Fund counterparties may close out positions with the Funds without notice, at unfavorable times or unfavorable prices, or may choose to transaction on a more limited basis (or not at all). In such cases, it may be difficult or impossible for a Fund to achieve the desired investment exposure with its investment objective. These conditions also can impact the ability of the Funds to complete creation and redemption transactions and disrupt Fund trading in the secondary market. F-117 Table of Contents 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. How long such events will last and whether they will continue or recur cannot be predicted. 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. dollars. The potential threat of trade disputes may also negatively affect investor confidence in the markets generally and investment growth. NOTE 8 – SUBSEQUENT EVENTS 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. F-118 Table of Contents Table of Contents