UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-21114

ProShares Trust

(Exact name of registrant as specified in charter)

7272 Wisconsin Avenue, 21^st Floor

Bethesda, MD 20814

(Address of principal executive offices) (Zip code)

ProShare Advisors LLC

7272 Wisconsin Avenue, 21^st Floor

Bethesda, MD 20814

(Name and Address of Agent for Service)

Registrant’s telephone number, including area code: (240) 497-6400

Date of fiscal year end: May 31

Date of reporting period: May 31, 2022

Item 1. Reports to Stockholders.

(a) The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).

ANNUAL REPORT

MAY 31, 2022

Big Data Refiners ETF  DAT

Bitcoin Strategy ETF*  BITO

Decline of the Retail Store ETF  EMTY

DJ Brookfield Global Infrastructure ETF  TOLZ

Equities for Rising Rates ETF  EQRR

Global Listed Private Equity ETF  PEX

Hedge Replication ETF  HDG

High Yield–Interest Rate Hedged  HYHG

Inflation Expectations ETF  RINF

Investment Grade–Interest Rate Hedged  IGHG

K-1 Free Crude Oil Strategy ETF*  OILK

Large Cap Core Plus  CSM

Long Online/Short Stores ETF  CLIX

Merger ETF  MRGR

Metaverse ETF  VERS

MSCI EAFE Dividend Growers ETF  EFAD

MSCI Emerging Markets Dividend Growers ETF  EMDV

MSCI Europe Dividend Growers ETF  EUDV

MSCI Transformational Changes ETF  ANEW

Nanotechnology ETF  TINY

Nasdaq-100 Dorsey Wright Momentum ETF  QQQA

On-Demand ETF  OND

Online Retail ETF  ONLN

Pet Care ETF  PAWZ

Russell 2000 Dividend Growers ETF  SMDV

Russell U.S. Dividend Growers ETF  TMDV

S&P 500^® Bond ETF  SPXB

S&P 500^® Dividend Aristocrats ETF  NOBL

S&P 500^® Ex-Energy ETF  SPXE

S&P 500^® Ex-Financials ETF  SPXN

S&P 500^® Ex-Health Care ETF  SPXV

S&P 500^® Ex-Technology ETF  SPXT

S&P Kensho Cleantech ETF  CTEX

S&P Kensho Smart Factories ETF  MAKX

S&P MidCap 400^® Dividend Aristocrats ETF  REGL

S&P Technology Dividend Aristocrats ETF  TDV

Smart Materials ETF  TINT

Supply Chain Logistics ETF  SUPL

*  The Bitcoin Strategy ETF and K-1 Free Crude Oil Strategy ETF funds are consolidated with Cayman Bitcoin Strategy Portfolio and Cayman Crude Oil Strategy Portfolio, respectively. A claim of exemption pursuant to the Commodity Futures Trading Commission ("CFTC") Rule 4.7 has been made by the Investment Adviser with respect to these funds. The exemption relieves these funds of certain disclosure and reporting obligations under the commodity pool rules of the CFTC.

PROSHARES TRUST  Distributor: SEI Investments Distribution Co.

TABLE OF CONTENTS

I	Shareholder Letter
II	Management Discussion of Fund Performance
XLIII	Expense Examples
1	Schedule of Portfolio Investments
99	Statements of Assets and Liabilities
107	Statements of Operations
115	Statements of Changes in Net Assets

129	Statement of Cash Flow
131	Financial Highlights
149	Notes to Financial Statements
176	Report of Independent Registered Public Accounting Firm
178	Board Approval of Investment Advisory Agreements
182	Miscellaneous Information
183	Trustees and Executive Officers of ProShares Trust

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DEAR SHAREHOLDER:

During these times of geopolitical and economic uncertainty, I want to reaffirm our commitment to providing you, our investors, with products and services to help you meet your investment objectives. ProShares remains focused on ensuring the effective management of our funds. The following is the ProShares Trust Annual Report for the 12 months ended May 31, 2022.

U.S. Stocks Decline Sharply After a Strong Year

U.S. stock performance during the reporting period could effectively be split into two parts. Buoyed by the federal stimulus packages, near-zero interest rates, the robust rollout of COVID-19 vaccines, and strong corporate earnings, U.S. stocks ended 2021 on a winning streak. The S&P 500^® rose 28.7% for the year, clocking in its third-best yearly performance of the century. The Dow^® and Nasdaq-100 Index^® gained 20.95% and 27.51%, respectively. The first months of 2022, however, saw a sharp reversal of this trend as volatility returned amid mounting inflationary pressures, rising interest rates, tightening monetary policy, and Russia's invasion of Ukraine. The S&P 500 hit correction territory for the first time since the official declaration of a global pandemic by the World Health Organization in March 2020, declining by more than 10% at its lowest points in February relative to its January peak. With the notable exception of commodities like oil and gas, whose prices have surged amid sanctions against Russia, nearly all asset classes experienced selloffs in the past five months. The technology sector, in particular, has seen a sharp turnaround after its strong performance during the first half of the period.

The large-cap S&P 500 declined 0.3% over the reporting period, and the Dow lost 2.7%. The Nasdaq-100 declined 7.0%. The S&P MidCap 400^® dropped 6.5%, and the small-cap Russell 2000^® Index declined 17.0%. Of the 11 Dow Jones U.S. Industry Index sectors, four sectors rose. The best performers were oil & gas (72.8%), utilities (17.3%), and health care (4.6%). The biggest laggards were consumer services (-19.8%) and industrials (-12.8%), with technology, financials, and telecom also declining by over 3%.

Boom in International Equities Comes to an End

Equities in developed markets outside the United States followed a similar pattern, rising in the second half of 2021 before dropping as Russia's invasion of Ukraine sent shockwaves throughout the world economy. Emerging markets, however, largely declined throughout the 12 months, driven by a selloff in China amid a regulatory crackdown. Most major international indexes posted negative returns over the reporting period: The MSCI EAFE Index^®, which tracks developed markets outside North America, fell 10.7%. The MSCI Europe Index^® dropped 9.9%, while the MSCI Japan Index^® lost 13.5%. The MSCI Emerging Markets Index^® fell 18.9%, and the FTSE China 50 Index^® declined 28.1%.

U.S. Fixed-Income Markets Decline Sharply

Bonds struggled in the latter half of 2021 as the market acknowledged the beginning of the Fed's tapering program and interest rates began to rise. In response to the fastest inflation in 40 years, the Fed raised interest rates by 25 basis points in March and 50 basis points in May. This spurred a selloff in

the bond markets, overriding investors' typical flight-to-quality in times of geopolitical distress. Over the 12 months, the Barclays U.S. Aggregate Bond Index^® declined 8.2%. The Ryan Labs Treasury 30-Year and 10-Year Indexes lost 18.7% and 10.8%, respectively. Investment-grade corporate bonds, as measured by the Markit iBoxx $ Liquid Investment Grade Index^®, declined 11.5%, while their high-yield peers lost 4.9%, based on the Markit iBoxx $ Liquid High Yield Index^®.

Economy Slows

Geopolitical headwinds jolted the world economy, adding to the mounting inflationary pressures and supply chain disruptions from the pandemic. After increasing at a steady clip in the second half of 2021, U.S. GDP contracted at an estimated annual rate of 1.5% in the first quarter of 2022. The labor market, however, remains strong, with a national unemployment rate of 3.6% for May. The U.S. dollar rose 9.7%, based on the Bloomberg Dollar Spot Index.

Investors Find Opportunities Amid Complex Markets

ProShares equity investors were presented with significant opportunities for growth in the first half of the period, both broadly across asset classes and specifically in the technology sector. As interest rates rose in 2022 and the global economy reckoned with the invasion of Ukraine, investors had opportunities for gain by focusing on funds designed to outperform in environments marked by volatility and rising rates.

ProShares significantly expanded its ETF offerings to investors during the period, launching nine new funds, including Metaverse ETF (VERS) in March and Bitcoin Strategy ETF (BITO) in October. In particular, both of these ETFs build on our legacy of innovation. As the first U.S. bitcoin-linked ETF, BITO provides investors with a way to gain bitcoin futures exposure through their existing brokerage accounts. It offers convenient, liquid access to this important asset class — while providing the additional benefits of the ETF structure. Likewise, VERS gives investors access to the companies shaping the next frontier of digital interactions. Overall, net flows into ProShares increased by $15.2 billion over the reporting period.

During these uncertain times, many investors turn to ProShares ETFs for their breadth of investment choices across diverse market segments. Our strong lineup of funds enables investors to choose the investments that most effectively align with their market views. We thank you for the trust and confidence you have placed in us by choosing ProShares and appreciate the opportunity to continue serving your investment needs.

Sincerely,

Michael L. Sapir
Chairman of the Board of Trustees

PROSHARES.COM :: I

MANAGEMENT DISCUSSION
OF FUND PERFORMANCE

II :: MAY 31, 2022 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

Investment Strategies and Techniques — Strategic Funds:

Twenty nine (29) ProShares Strategic exchange-traded funds ("ETFs") were in existence for the entire period covered by this annual report, and nine ProShares Strategic ETFs were launched during this period (each ProShares Strategic ETF, a "Fund" and, collectively, the "Funds").

Certain Funds are designed to match, before fees and expenses, the performance of an underlying index¹ both on a single day and over time (each a "Matching Fund" and, collectively, the "Matching Funds").²

ProShares Decline of the Retail Store ETF (EMTY) seeks capital appreciation from the decline of bricks and mortar retailers through short exposure (-1x) to the index. The Fund seeks daily investment results, before fees and expenses, that correspond to the performance of a daily benchmark that is the inverse (-1x) of its underlying index for a single day, not for any other period. This means that the Fund seeks investment results for a single day only, as measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation, not for longer periods. The return of the Fund for a period longer than a single day will be the result of each day's returns compounded over the period, which will very likely differ from the inverse (-1x) of the return of the Fund's index for that period. During periods of higher market volatility, the volatility of the Fund's index may affect the Fund's return as much as or more than the return of the index.

ProShare Advisors LLC ("PSA"), the Funds' investment adviser, uses a passive approach in seeking to achieve the investment objective of each Matching Fund and ProShares Decline of the Retail Store ETF (EMTY). Using this approach, PSA determines the type, quantity and mix of investment positions that a Matching Fund and ProShares Decline of the Retail Store ETF (EMTY) should hold to approximate the daily performance of its index.

When managing the Matching Funds and ProShares Decline of the Retail Store ETF (EMTY), PSA does not invest the assets of the Funds in securities or financial instruments based on its view of the investment merit of a particular security, instrument, or company. In addition, PSA does not conduct conventional investment research or analysis; forecast market movements, trends or market conditions; or take defensive positions in managing assets of the Matching Funds and ProShares Decline of the Retail Store ETF (EMTY).

ProShares Long Online/Short Stores ETF (CLIX), ProShares Large Cap Core Plus (CSM), ProShares Decline of the Retail Store ETF (EMTY), ProShares Hedge Replication ETF (HDG), ProShares High Yield-Interest Rate Hedged (HYHG), ProShares Investment Grade-Interest

Rate Hedged (IGHG), ProShares Merger ETF (MRGR), ProShares Bitcoin Strategy ETF, and ProShares Inflation Expectations ETF (RINF) make significant use of investment techniques that may be considered aggressive, including the use of swap agreements, credit default swaps, futures contracts, forward contracts, and similar instruments (collectively, "derivatives"). Funds using derivatives are exposed to risks different from, or possibly greater than, the risks associated with investing directly in securities, including one or more of the following: counterparty risk (i.e., the risk that a counterparty is unable or unwilling to make timely payments to meet its contractual obligations) on the amount a Fund expects to receive from a derivatives counterparty, liquidity risk (i.e., the risk that a Fund might not be able to acquire or dispose of certain holdings quickly or at prices that represent true market value in the judgment of PSA), and with respect to the Matching Funds and ProShares Decline of the Retail Store ETF (EMTY) increased correlation risk (i.e., the risk that a Fund may not be able to achieve a high degree of correlation with its index or the inverse thereof). If a counterparty becomes bankrupt, or fails to perform its obligations, the value of an investment in a Fund may decline. With respect to swaps and forward contracts, the Funds seek to mitigate counterparty risk by generally requiring derivatives counterparties to post collateral for the benefit of each Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owes the Fund, subject to certain minimum thresholds. The Funds primarily enter into derivatives with counterparties that are major global financial institutions. Any costs associated with using derivatives will have the effect of lowering a Fund's return.

Factors that Materially Affected the Performance of Each Fund during the Year Ended May 31, 2022³:

Primary factors affecting Fund performance, before fees and expenses, include the following: the total return of the securities and derivatives (if any) held by a Fund, including the performance of the reference assets to which any derivatives are linked, financing rates paid or earned by a Fund associated with cash and, in certain cases, derivative positions; stock dividends, premiums and bond yields paid or earned by a Fund (including those included in the total return of derivatives contracts); the types of derivative contracts (if any) used by a Fund and their correlation to the relevant index or asset fees, expenses, and transaction costs; the volatility of a Fund's index (and its impact on compounding); and other miscellaneous factors.

•  Index Performance: The performance of each Matching Fund's index and ProShares Decline of the Retail Store ETF's index and, in turn,

1  The term "index" as used herein includes the Merrill Lynch Factor Model-Exchange Series benchmark.

2  As of May 31, 2022, the Matching Funds are:; ProShares DJ Brookfield Global Infrastructure ETF (TOLZ); ProShares Global Listed Private Equity ETF (PEX); ProShares Large Cap Core Plus (CSM); ProShares S&P 500 Dividend Aristocrats ETF (NOBL); ProShares S&P MidCap 400 Dividend Aristocrats ETF (REGL); ProShares Russell 2000 Dividend Growers ETF (SMDV); ProShares MSCI EAFE Dividend Growers ETF (EFAD); ProShares High Yield-Interest Rate Hedged (HYHG); ProShares Investment Grade-Interest Rate Hedged (IGHG);; ProShares Hedge Replication ETF (HDG); ProShares Merger ETF (MRGR); ProShares S&P 500 Ex-Energy ETF (SPXE); ProShares S&P 500 Ex-Financials ETF (SPXN); ProShares S&P 500 Ex-Technology ETF (SPXT); ProShares S&P 500 Ex-Health Care ETF (SPXV); ProShares MSCI Emerging Markets Dividend Growers ETF (EMDV); ProShares MSCI Europe Dividend Growers ETF (EUDV); ProShares Inflation Expectations ETF (RINF); ProShares Equities for Rising Rates ETF (EQRR); ProShares Long Online/Short Stores ETF (CLIX); ProShares S&P 500 Bond ETF (SPXB); ProShares Online Retail ETF (ONLN); ProShares Russell U.S. Dividend Growers ETF (TMDV), ProShares S&P 500 Technology Dividend Aristocrats ETF (TDV), ProShares K-1 Free Crude Oil Strategy ETF (OILK), ProShares MSCI Transformational Changes ETF (ANEW), ProShares Bitcoin Strategy ETF (BITO), ProShares S&P Kensho Cleantech ETF (CTEX), ProShares Big Data Refiners ETF (DAT), ProShares S&P Kensho Smart Factories ETF (MAKX), ProShares On-Demand ETF (OND), ProShares Smart Materials ETF (TINT), ProShares Nanotechnology ETF (TINY), ProShares Metaverse ETF (VERS), ProShares Supply Chain Logistics ETF (SUPL) and ProShares Nasdaq-100 Dorsey Wright Momentum ETF (QQQA).

3  Past performance is not a guarantee of future results.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: MAY 31, 2022 :: III

the factors and market conditions affecting that index are principal factors driving Fund performance.⁴

•  Compounding of Daily Returns and Volatility: ProShares Decline of the Retail Store ETF (EMTY) seeks daily investment results, before fees and expenses, that correspond to the performance of a daily benchmark that is the inverse (-1x) of its underlying index for a single day only, not for any other period. For longer periods, performance may be greater than or less than the inverse of the Fund's index performance over the period, before fees and expenses. This is due to the effects of compounding, which exists in all investments, but has a more significant impact on a geared fund. In general, during periods of higher index volatility, compounding will cause the Fund's performance for periods longer than a single day to be more or less than the inverse (-1x) of the return of the index. This effect becomes more pronounced as volatility increases. Conversely, in periods of lower index volatility (particularly when combined with higher index returns), the Fund's returns over longer periods can be higher than the inverse (-1x) of the return of the index. Actual results for a particular period, before fees and expenses, are also dependent on the following factors: a) period of time; b) financing rates associated with derivatives; c) other Fund expenses; d) dividends paid with respect to the securities in the index, e) the index's volatility; and f) the index's performance. Longer holding periods, higher index volatility and inverse exposure each exacerbates the impact of compounding on the Fund's performance. During periods of higher index volatility, the volatility of the Fund's index may affect the Fund's return as much as or more than the return of its index. Daily volatility for the U.S. equity markets increased from a year ago. The volatility for the S&P 500 for the year ended May 31, 2022, was 18.10%, which was slightly higher than the prior year's volatility of 17.28%. The volatility of the Fund's index was 26.44%.

  Financing Rates Associated with Derivatives: The performance of Funds that use derivatives was impacted by the related financing costs. Financial instruments such as futures contracts carry implied financing costs. Forward and swap financing rates are negotiated between the Funds and their counterparties, and are set at the Fed Funds rate ("FEDL01") plus or minus a negotiated spread. This rate was changed from the one week/one month London Interbank Offered Rate ("LIBOR") in the third and fourth quarters of 2021. The Fed Funds rate appreciated from 0.05% to 0.83% during the fiscal year. Each Fund with long exposure via derivatives was generally negatively affected by financing rates. Conversely, most Funds with short/inverse derivative exposure generally benefited from financing rates.

•  Stock Dividends and Bond Yields: The performance of Funds that provide long exposure was positively impacted by capturing the dividend, premium or income yield of the underlying assets to which they have exposure. The performance of Funds that provide inverse exposure was negatively impacted by virtue of effectively having to pay out the dividend, premium or income yield (or a multiple thereof, as applicable) associated with the assets to which they have short exposure.

•  Fees, Expenses, and Transaction Costs: Fees and expenses are listed in the financial statements of each Fund and, with the exception of certain of the Matching and Active Funds, may generally be higher and thus have a more negative impact on Fund performance compared to many traditional index-based funds. Transaction costs are not reflected in the Funds' expense ratio. Transaction costs are generally higher for Funds whose indexes are more volatile, that seek to return the inverse of its index's return, that invest in foreign securities, and for Funds that hold or have exposure to assets that are comparatively less liquid than assets held by other Funds. Daily repositioning of the portfolio of ProShares Decline of the Retail Store ETF (EMTY) to maintain exposure consistent with its investment objective and high levels of shareholder creation and redemption activity may lead to commensurate increases in portfolio transactions and transaction costs, which negatively impact the Fund's daily NAV.

•  Miscellaneous factors: Each Fund holds a mix of securities and/or derivatives that is designed to provide returns that seek to achieve its investment objective. Certain Matching Funds and ProShares Decline of the Retail Store ETF (EMTY) may obtain exposure to only a representative sample of the securities of their index and may not have investment exposure to all securities of the index or may have weightings that are different from that of its index. Certain Matching Funds and ProShares Decline of the Retail Store ETF (EMTY) may also obtain exposure to securities not contained in their respective index or in financial instruments. ProShares Decline of the Retail Store ETF (EMTY) may obtain exposure to securities not contained in its index or in financial instruments with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of its index.

In addition, certain Matching Funds invested in swap agreements that were based on ETFs that are designed to track the performance of the Fund's index rather than swap agreements that were based on the Fund's index. Because the closing price of an ETF may not perfectly track the performance of its index, there are deviations between the return of a swap whose reference asset is an ETF and the return of a swap based directly on the Fund's index. Thus, the performance of a Fund investing significantly in swap agreements based on an ETF may correlate less with its index than a Fund investing in swap agreements based directly on the Fund's index.

4  Indexes do not actually hold a portfolio of securities and/or financial instruments. Indexes do not incur fees, expenses and transaction costs. Fees, expenses and transaction costs incurred by the Matching Funds and ProShares Decline of the Retail Store ETF (EMTY) negatively impact the performance of those Funds relative to their respective indexes. Performance of each Matching Fund and ProShares Decline of the Retail Store ETF (EMTY) will generally differ from the performance of the Fund's index.

IV :: MAY 31, 2022 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Big Data Refiners ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FactSet Big Data Refiners Index (the "Index"). From inception on September 29, 2021 to May 31, 2022, the Fund had a total return of –39.57%¹. For the same period, the Index had a total return of –39.42%² and a volatility of 15.23%. For the period, the Fund had an average daily volume of 1,892 shares.

The Fund invests in securities that ProShare Advisors LLC (the "Advisor") believes, in combination, should track the performance of the Index. The Index is owned and administered by FactSet Research Systems, Inc. (the "Index Provider"). The Index consists of companies that provide analytics and infrastructure for managing and extracting information from large data sets. The Index includes companies whose principal business is the provision of analytics, software, hardware and other computing infrastructure for managing and extracting information from large structured and unstructured data sets, as determined by the Index methodology. In order to be included in the Index, a company must be included in at least one of nine FactSet^® Revere Business Industry Classification System Sub-Industries ("RBICS Sub-Industries") that the Index Provider has identified as big data related. The nine eligible RBICS Sub-Industries are: Business Intelligence Software, Business Intelligence/Data Warehousing Consulting, Customer Service Software, Data Storage Infrastructure Software, Enterprise Middleware Software, Government and Public Service Industry Software, Information Storage Systems, Network Administration Software and Peripheral and Other Commerce Equipment Makers. The Index is reconstituted and rebalanced semiannually in June and December.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Big Data Refiners ETF from September 29, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Cumulative Total Return as of 05/31/22

	Since Inception (9/29/21)
ProShares Big Data Refiners ETF		-39.57	%
FactSet Big Data Refiners Index		-39.42	%

Expense Ratios**

Fund	Gross			Net
ProShares Big Data Refiners ETF		0.58	%		0.58	%

**Reflects the expense ratio as reported in the Prospectus dated September 27, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Zendesk, Inc.		6.6	%
Splunk, Inc.		6.2	%
Teradata Corp.		6.2	%
Five9, Inc.		5.2	%
Alteryx, Inc., Class A		5.0	%

FactSet Big Data Refiners
Index – Composition

	% of Index
Information Technology		98.3	%
Consumer Discretionary		1.1	%
Industrials		0.6	%

FactSet Big Data Refiners
Index – Country

	% of Index
United States		93.7	%
Israel		4.5	%
Australia		0.8	%
Japan		0.6	%
Canada		0.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: BIG DATA REFINERS ETF DAT :: V

ProShares Bitcoin Strategy ETF (the "Fund") seeks capital appreciation. There can be no assurance that the Fund will achieve its investment objective. From inception on October 18, 2021 to May 31, 2022, the Fund had a total return of –50.85%¹. For the same period, the Bloomberg Galaxy Bitcoin Index had a total return of –48.45%² and a volatility of 65.08%. For the period, the Fund had an average daily volume of 7,649,132 shares.

The Fund does not invest directly in bitcoin. The Fund seeks to provide capital appreciation primarily through managed exposure to bitcoin futures contracts. The Fund expects to gain exposure to these investments by investing a portion of its assets in the ProShares Cayman Bitcoin Strategy Portfolio, a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the "Subsidiary"). Unlike the Fund, the Subsidiary is not an investment company registered under the Investment Company Act of 1940. The Fund's investment in the Subsidiary is intended to provide the Fund with exposure to commodity markets in accordance with applicable rules and regulations. The Fund will generally limit investments in the Subsidiary to 25% but it may exceed that amount if the Advisor believes doing so is in the best interest of the Fund, such as to help achieve the Fund's investment objective or increase the tax efficiency of the Fund.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Bitcoin Strategy ETF from October 18, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Cumulative Total Return as of 05/31/22

	Since Inception (10/18/21)
ProShares Bitcoin Strategy ETF		-50.85	%
Bloomberg Galaxy Bitcoin Index		-48.45	%

Expense Ratios**

Fund	Gross			Net
ProShares Bitcoin Strategy ETF		0.95	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 18, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Futures Contracts		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

CF Bitcoin-dollar Us Settlement Price Index – Composition

	% of Index
Bitcoin Futures		100	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

VI :: BITO BITCOIN STRATEGY ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Decline of the Retail Store ETF (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the return of the SolactiveProShares Bricks and Mortar Retail Store Index (the "Index") for a single day, not for any other period. For the year ended May 31, 2022, the Fund had a total return of –2.25%¹. For the same period, the Index had a total return of –5.85%² and a volatility of 26.44%. For the period, the Fund had an average daily volume of 12,189 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Funds' investment objective. The Index is constructed and maintained by Solactive AG. The Index seeks to measure the performance of publicly traded "bricks and mortar" retail companies whose retail revenue is derived principally from in-store sales. Short exposure may be attractive to investors who believe bricks and mortar stores face threats from ongoing trends, such as the growth of online shopping and markets oversaturated with stores. Companies must derive more than 50% of their global revenues from retail operations and more than 75% of their retail revenues from in-store sales to be included in the Index. In addition a company must be domiciled in the US; its securities must be listed on a U.S. stock exchange and must meet certain liquidity and market capitalization requirements. The Index includes only U.S. companies. The Index is rebalanced monthly to equal weight and reconstituted in June each year.

During the year ended May 31, 2022, the Fund invested in swap agreements as a substitute for investing directly in or taking short positions in the securities of the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Decline of the Retail Store ETF from November 14, 2017 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Since Inception (11/14/17)
ProShares Decline of the Retail Store ETF		-2.25	%		-17.85	%
Solactive-ProShares Bricks and Mortar Retail Store Index		-5.85	%		12.47	%

Expense Ratios**

Fund	Gross			Net
ProShares Decline of the Retail Store ETF		0.65	%		0.65	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(100	%)
Total Exposure		(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Solactive-ProShares Bricks and Mortar Retail Store
Composite Index – Composition

	% of Index
Consumer Discretionary		67.9	%
Consumer Staples		29.3	%
Materials		2.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: DECLINE OF THE RETAIL STORE ETF EMTY :: VII

ProShares DJ Brookfield Global Infrastructure ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Dow Jones Brookfield Global Infrastructure Composite Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 11.32%¹. For the same period, the Index had a total return of 11.20%² and a volatility of 11.92%. For the period, the Fund had an average daily volume of 22,515 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by S&P Dow Jones Indices LLC, consists of companies domiciled globally that qualify as "pure-play" infrastructure companies — companies whose primary business is the ownership and operation of infrastructure assets, activities that generally generate long-term stable cash flows.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares DJ Brookfield Global Infrastructure ETF from March 25, 2014 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (3/25/14)
ProShares DJ Brookfield Global Infrastructure ETF		11.32	%**		6.54	%		6.16	%
Dow Jones Brookfield Global Infrastructure Composite Index		11.20	%		6.17	%		5.81	%

Expense Ratios***

Fund	Gross			Net
ProShares DJ Brookfield Global Infrastructure ETF		0.46	%		0.46	%

**The Fund's Average Annual Total Returns are based on net asset values calculated for shareholder transactions which are not reflective of adjustments required pursuant to Generally Accepted Accounting Principles (GAAP). Accordingly, differences may exist between this data and similar information reported in the financial statements.

***Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		90	%
Closed End Funds		1	%
Master Limited Partnership		8	%
Total Exposure		99	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
American Tower Corp.		7.3	%
Enbridge, Inc.		7.0	%
Crown Castle International Corp.		5.1	%
National Grid plc		4.3	%
TC Energy Corp.		4.3	%

Dow Jones Brookfield Global Infrastructure Composite Index – Composition

	% of Index
Utilities		36.3	%
Energy		32.1	%
Real Estate		14.8	%
Transportation		8.3	%
Capital Goods		4.7	%
Telecommunication Services		2.9	%
Others		0.5	%
Media & Entertainment		0.4	%

Dow Jones Brookfield Global Infrastructure Composite Index – Country

	% of Index
United States		51.1	%
Canada		17.1	%
United Kingdom		6.5	%
Spain		5.6	%
France		4.8	%
Australia		3.5	%
Italy		3.4	%
Others		3.1	%
China		2.1	%
Hong Kong		1.8	%
Japan		1.0	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

VIII :: TOLZ DJ BROOKFIELD GLOBAL INFRASTRUCTURE ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Equities for Rising Rates ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Nasdaq U.S. Large Cap Equities for Rising Rates Index (the "Index"). The goal of the Index is to provide relative outperformance, as compared to traditional large-cap indexes, during periods of rising U.S. Treasury rates. For the year ended May 31, 2022, the Fund had a total return of 10.65%¹. For the same period, the Index had a total return of 11.11%² and a volatility of 23.80%. For the period, the Fund had an average daily volume of 13,329 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The goal of the Index is to provide relative outperformance, as compared to traditional large-cap indexes, during periods of rising U.S. Treasury rates. The Index is constructed and maintained by Nasdaq Inc. (the "Index Provider). The component securities of the Index are selected by the Index Provider from a universe of the 500 largest companies (based on market capitalization) listed on U.S. stock exchanges. The Index consists of 50 companies whose stock prices historically have tended to outperform the Universe during periods of rising interest rates.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Equities for Rising Rates ETF from July 24, 2017 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Since Inception (7/24/17)
ProShares Equities for Rising Rates ETF		10.65	%		8.69	%
Nasdaq U.S. Large Cap Equities for Rising Rates Index		11.11	%		9.13	%

Expense Ratios**

Fund	Gross			Net
ProShares Equities for Rising Rates ETF		0.35	%		0.35	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Valero Energy Corp.		3.4	%
Marathon Petroleum Corp.		3.2	%
Marathon Oil Corp.		3.1	%
Phillips 66		3.1	%
Devon Energy Corp.		3.1	%

Nasdaq U.S. Large Cap Equities for Rising Rates Index – Composition

	% of Index
Energy		29.5	%
Financials		26.6	%
Basic Materials		20.4	%
Industrials		14.2	%
Consumer Discretionary		9.3	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: EQUITIES FOR RISING RATES ETF EQRR :: IX

ProShares Global Listed Private Equity ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the LPX Direct Listed Private Equity Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –12.80%¹. For the same period, the Index had a total return of –12.42%² and a volatility of 18.18%. For the period, the Fund had an average daily volume of 4,822 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, published by LPX AG ("LPX"), consists of up to 30 qualifying listed private equity companies. A listed private equity company is an eligible candidate for the Index if its direct private equity investments, as well as cash and cash equivalent positions and post-Initial Public Offering listed investments, represent more than 80% of the total assets of the company.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Global Listed Private Equity ETF from February 26, 2013 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (2/26/13)
ProShares Global Listed Private Equity ETF		-12.80	%		3.23	%		6.21	%
LPX Direct Listed Private Equity Index		-12.42	%		3.62	%		6.66	%

Expense Ratios**

Fund	Gross			Net
ProShares Global Listed Private Equity ETF		3.47	%		2.67	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		87	%
Closed End Funds		12	%
Total Exposure		99	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
3i Group plc		10.1	%
Ares Capital Corp.		9.9	%
FS KKR Capital Corp.		9.0	%
Kinnevik AB, Class B		7.6	%
Onex Corp.		6.7	%

LPX Direct Listed Private Equity
Index – Country

	% of Index
United States		47.5	%
United Kingdom		20.6	%
Sweden		9.9	%
France		8.9	%
Canada		6.8	%
Switzerland		3.9	%
Germany		1.3	%
Belgium		1.1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

X :: PEX GLOBAL LISTED PRIVATE EQUITY ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Hedge Replication ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Merrill Lynch Factor Model^® — Exchange Series (the "Benchmark"). For the year ended May 31, 2022, the Fund had a total return of –8.10%¹. For the same period, the Benchmark had a total return of –6.88%² and a volatility of 7.59%. For the period, the Fund had an average daily volume of 5,663 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Benchmark. The Benchmark, sponsored by Merrill Lynch International, seeks to provide the risk and return characteristics of the hedge fund asset class by targeting a high correlation to the HFRI Fund Weighted Composite Index (the "HFRI"). The HFRI is designed to reflect hedge fund industry performance through an equally weighted composite of over 2000 constituent funds. In seeking to maintain a high correlation with the HFRI, the Benchmark utilizes a synthetic model to establish, each month, weighted long or short (or, in certain cases, long or flat) positions in six underlying factors ("Factors"). The Factors that comprise the Benchmark are (1) the S&P 500 Total Return Index, (2) the MSCI EAFE US Dollar Net Total Return Index, (3) the MSCI Emerging Markets US Dollar Net Total Return Index, (4) the Russell 2000 Total Return Index, (5) three-month U.S. Treasury Bills, and (6) the ProShares UltraShort Euro ETF.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts as a substitute for investing directly in or taking short positions in the Factors of the Benchmark. These derivatives generally tracked the performance of the underlying benchmark and the Fund was generally positively affected from financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Hedge Replication ETF from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Hedge Replication ETF		-8.10	%		2.06	%		2.51	%
Merrill Lynch Factor Model — Exchange Series Benchmark		-6.88	%		3.12	%		3.55	%

Expense Ratios**

Fund	Gross			Net
ProShares Hedge Replication ETF		1.88	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		20	%
Swap Agreements (Long)		14	%
Long Euro Futures Contracts		17	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Ovintiv, Inc.		0.1	%
Antero Resources Corp.		0.1	%
Chesapeake Energy Corp.		0.1	%
Southwestern Energy Co.		0.1	%
Range Resources Corp.		0.1	%

Merrill Lynch Factor Model – Exchange Series – Composition

	% of Benchmark
Three-month U.S. Treasury Bills		74.0	%
Russell 2000® Total Return Index		21.2	%
MSCI Emerging Markets Free USD Net Total Return		6.6	%
MSCI EAFE USD Net Total Return Index		5.0	%
S&P 500® Total Return Index		1.7	%
Proshares UltraShort Euro ETF		(8.5	%)

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Benchmark. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Benchmark calculation. It is not possible to invest directly in the Benchmark.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: HEDGE REPLICATION ETF HDG :: XI

ProShares High Yield-Interest Rate Hedged (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE High Yield (Treasury Rate-Hedged) Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 1.56%¹. For the same period, the Index had a total return of 1.67² and a volatility of 6.08%. For the period, the Fund had an average daily volume of 20,312 shares.

The Fund invests in a combination of financial instruments that the Advisor believes should track the performance of the Index. The Index is comprised of (a) long positions in U.S. dollar denominated high yield corporate bonds ("high yield bonds") and (b) short positions in U.S. Treasury notes or bonds, in aggregate, of the approximate equivalent duration to the high yield bonds. Currently, the bonds eligible for inclusion in the Index include high yield bonds that are issued by companies domiciled in the U.S. and Canada, and that: are fixed rate (including callable bonds); have a maximum rating of Ba1/BB+ by both Moody's Investors Service, Inc and Standard and Poor's Financial Services, LLC; and are subject to minimum issue outstanding, minimum time-to-maturity and maximum-time from issuance criteria. The Index is constructed and maintained by FTSE International Limited.

During the year ended May 31, 2022, the Fund invested in futures contracts as a substitute for taking short positions in Treasury Securities. These derivatives generally tracked the performance of their underlying index.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares High Yield-Interest Rate Hedged from May 21, 2013 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (5/21/13)
ProShares High Yield-Interest Rate Hedged		1.56	%		3.09	%		2.39	%
Citi High Yield (Treasury Rate-Hedged) Index		1.67	%		3.59	%		3.16	%

Expense Ratios**

Fund	Gross			Net
ProShares High Yield-Interest Rate Hedged		0.50	%		0.50	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
High Yield Bonds		96	%
U.S. Treasury Notes Futures Contracts		(95	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Long-Term Fixed-Income Holdings

	% of Net Assets
BlackRock Liquidity FedFund, Institutional Class, 0.72%, due		2.2	%
DISH DBS Corp., 5.25%, due 12/01/26		1.3	%
DT Midstream, Inc., 4.38%, due 06/15/31		1.3	%
American Airlines, Inc., 5.50%, due 04/20/26		1.2	%
DaVita, Inc., 4.63%, due 06/01/30		1.1	%

FTSE High Yield (Treasury Rate-Hedged)
Index – Composition

	% of High Yield Bonds
Industrials		82.7	%
Utilities		9.7	%
Financials		7.6	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XII :: HYHG HIGH YIELD—INTEREST RATE HEDGED :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Inflation Expectations ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE 30-Year TIPS (Treasury Rate-Hedged) Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 12.65%¹. For the same period, the Index had a total return of 13.56%² and a volatility of 16.78%. For the period, the Fund had an average daily volume of 23,103 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index tracks the performance of (i) long positions in the most recently issued 30-year Treasury Inflation-Protected Securities ("TIPS") and (ii) duration-adjusted short positions in U.S. Treasury bonds of, in aggregate, approximate equivalent duration dollars to the TIPS. The Index serves a third position, which is a cash equivalent security that represents the repo rate earned on the short position. The Index is designed to measure the performance of the Break Even Rate of Inflation (BEI). The Index is constructed and maintained by FTSE International Limited.

During the year ended May 31, 2022, the Fund invested in swap agreements as a substitute for investing directly in or taking short positions in the fixed income securities underlying the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's Advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Inflation Expectations ETF from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through April 17, 2016 reflects the performance of the Credit Suisse 30-Year Inflation Breakeven Index. Index performance beginning on April 18, 2016 reflects the performance of the FTSE 30-Year TIPS (Treasury Rate-Hedged) Index.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Inflation Expectations ETF		12.65	%		5.69	%		0.23	%
Citi 30-Year TIPS (Treasury Rate-Hedged) Index		13.56	%		5.11	%		0.44	%

Expense Ratios**

Fund	Gross			Net
ProShares Inflation Expectations ETF		1.70	%		0.30	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements (Long)		100	%
Swap Agreements (Long exposure to inverse index)		161	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

FTSE 30-Year TIPS (Treasury Rate-Hedged)
Index – Composition

	% of Index
30-Year Treasury Inflation-Protected Securities (TIPS) Bond		100	%
30-Year U.S. Treasury Bond		(161.4	%)

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: INFLATION EXPECTATIONS ETF RINF :: XIII

ProShares Investment Grade-Interest Rate Hedged (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE Corporate Investment Grade (Treasury Rate-Hedged) Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –4.21%¹. For the same period, the Index had a total return of –3.61%² and a volatility of 6.80%. For the period, the Fund had an average daily volume of 113,475 shares.

The Fund invests in a combination of financial instruments that the Advisor believes should track the performance of the Index. The Index is comprised of (a) long positions in USD-denominated investment grade corporate bonds issued by both U.S. and foreign domiciled companies; and (b) short positions in U.S. Treasury notes or bonds, in aggregate, of the approximate equivalent duration to the investment grade bonds. Currently, the bonds eligible for inclusion in the Index include all investment grade bonds that are issued by U.S. and internationally domiciled companies that: are fixed rate; have a minimum rating of Baa3/BBB- by both Moody's Investors Service, Inc. and Standard and Poor's Financial Services, LLC; have a minimum face amount outstanding of $1 billion; and have at least five and a half (5.5) years until maturity. The Index is constructed and maintained by FTSE International Limited.

During the year ended May 31, 2022, the Fund invested in futures contracts as a substitute for taking short positions in Treasury Securities. These derivatives generally tracked the performance of their underlying index.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Investment Grade-Interest Rate Hedged from November 5, 2013 to May 31, 2021, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (11/5/13)
ProShares Investment Grade-Interest Rate Hedged		-4.21	%		2.00	%		1.96	%
FTSE Corporate Investment Grade (Treasury Rate-Hedged) Index		-3.61	%		2.18	%		2.24	%

Expense Ratios**

Fund	Gross			Net
ProShares Investment Grade-Interest Rate Hedged		0.30	%		0.30	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Corporate Bonds		95	%
U.S. Treasury Notes/Bonds Futures Contracts		(97	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Long-Term Fixed-Income Holdings

	% of Net Assets
Goldman Sachs Group, Inc. (The), 6.75%, due 10/01/37		1.9	%
GE Capital International Funding Co. Unlimited Co., 4.42%, due 11/15/35		1.8	%
HSBC Holdings plc, 4.95%, due 03/31/30		1.3	%
Pfizer, Inc., 7.20%, due 03/15/39		1.3	%
International Business Machines Corp., 3.50%, due 05/15/29		1.2	%

FTSE Corporate Investment Grade (Treasury Rate-Hedged)
Index – Composition

	% of High Yield Bond
Industrials		48.0	%
Financials		41.1	%
Utilities		10.9	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XIV :: IGHG INVESTMENT GRADE—INTEREST RATE HEDGED :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares K-1 Free Crude Oil Strategy ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Bloomberg Commodity Balanced WTI Crude Oil Index^SM (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 81.99%¹. For the same period, the Index had a total return of 84.45%² and a volatility of 37.05%. For the period, the Fund had an average daily volume of 48,995 shares.

The Fund generally will not invest directly in WTI crude oil futures. The Fund expects to gain exposure to these investments by investing a portion of its assets in the ProShares Cayman Crude Oil Strategy Portfolio, a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the "Subsidiary"). The Subsidiary is advised by the Fund's Advisor and invests directly in WTI crude oil futures. Unlike the Fund, the Subsidiary is not an investment company registered under the Investment Company Act of 1940. The Fund's investment in the Subsidiary is intended to provide the Fund with exposure to commodity markets in accordance with applicable rules and regulations. The Fund will generally limit investments in the Subsidiary to 25% but it may exceed that amount if the Advisor believes doing so is in the best interest of the Fund, such as to help achieve the Fund's investment objective or increase the tax efficiency of the Fund.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares K-1 Free Crude Oil Strategy ETF from September 26, 2016 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through May 17, 2021 reflects the performance of the West Texas Intermediate crude oil futures market. Index performance beginning on May 18, 2021 reflects the performance of the Bloomberg Commodity Balanced WTI Crude Oil Index

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (9/26/16)
ProShares K-1 Free Crude Oil Strategy ETF		81.99	%		4.16	%		2.66	%
Bloomberg Commodity Balanced WTI Crude Oil Index		84.45	%		20.98	%		17.71	%

Expense Ratios**

Fund	Gross			Net
ProShares K-1 Free Crude Oil Strategy ETF		0.67	%		0.67	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Commodity Futures Contracts (Long)		97	%
Total Exposure		97	%

Bloomberg Commodity Balanced WTI Crude Oil
Index – Composition

	% of Index
WTI Crude Oil		100	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The total return and any graph or table reflect the returns and interest earned on hypothetical fully collateralized contract positions on the commodities included in the Benchmark (WTI). The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Benchmark calculation. It is not possible to invest directly in the Benchmark.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: K-1 Free Crude Oil Strategy ETF OILK :: XV

ProShares Large Cap Core Plus (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Credit Suisse 130/30 Large Cap Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 3.79%¹. For the same period, the Index had a total return of 4.50%² and a volatility of 17.78%. For the period, the Fund had an average daily volume of 18,660 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index is designed to replicate an investment strategy that establishes either long or short positions in the stocks of 500 leading large-cap U.S. companies by applying a rules-based ranking and weighting methodology. The Index intends to provide a representation of a quantitatively constructed 130/30 U.S. large cap equity strategy. This results in the Index having total long exposure of 130% and total short exposure of 30% at each monthly reconstitution date.

During the year ended May 31, 2022, the Fund invested in swap agreements as a substitute for investing directly in or taking short positions in the securities of the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Large Cap Core Plus from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Large Cap Core Plus		3.79	%		12.32	%		14.39	%
Credit Suisse 130/30 Large Cap Index		4.50	%		13.05	%		15.11	%

Expense Ratios**

Fund	Gross			Net
ProShares Large Cap Core Plus		0.45	%		0.45	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		94	%
Swap Agreements (Long)		36	%
Swap Agreements (Short)		(30	%)
Net Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		4.7	%
Microsoft Corp.		4.0	%
Amazon.com, Inc.		2.0	%
Tesla, Inc.		1.2	%
Alphabet, Inc., Class A		1.1	%

Credit Suisse 130/30 Large Cap
Index – Composition

	% of Index
Information Technology		25.3	%
Health Care		15.2	%
Consumer Discretionary		10.4	%
Financials		10.0	%
Communication Services		9.9	%
Industrials		7.3	%
Real Estate		7.0	%
Consumer Staples		5.9	%
Energy		5.5	%
Materials		2.1	%
Utilities		1.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XVI :: CSM LARGE CAP CORE PLUS :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Long Online/Short Stores ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the ProShares Long Online/Short Stores Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of-52.75%¹. For the same period, the Index had a total return of –52.30%² and a volatility of 33.56%. For the period, the Fund had an average daily volume of 6,039 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index is constructed and maintained by SolactiveAG. The Index consists of long positions in the online retailers included in the ProShares Online Retail Index and short positions in the "bricks and mortar" retailers included in the Solactive-ProShares Bricks and Mortar Retail Store Index.

During the year ended May 31, 2022, the Fund invested in swap agreements as a substitute for investing directly in or taking short positions in the securities of the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Long Online/Short Stores ETF from November 14, 2017 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Since Inception (11/14/17)
ProShares Long Online/Short Stores ETF		-52.75	%		-1.27	%
ProShares Long Online/Short Stores Index		-52.30	%		-0.83	%

Expense Ratios**

Fund	Gross			Net
ProShares Long Online/Short Stores ETF		0.65	%		0.65	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		88	%
Swap Agreements (Long)		12	%
Swap Agreements (Short)		(50	%)
Total Exposure		50	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Amazon.com, Inc.		21.6	%
Alibaba Group Holding Ltd. (ADR)		11.5	%
eBay, Inc.		4.5	%
JD.com, Inc. (ADR)		3.3	%
DoorDash, Inc., Class A		2.6	%

ProShares Long Online/Short Stores
Index – Composition

	% of Index
Consumer Discretionary		62.2	%
Health Care		1.2	%
Consumer Staples		0.2	%
Materials		(1.4	%)
Communication Services		(12.2	%)

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: LONG ONLINE/SHORT STORES ETF CLIX :: XVII

ProShares Merger ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P^® Merger Arbitrage Index (the "Index"). For the year ended May 31, 2021, the Fund had a total return of –1.07%¹. For the same period, the Index had a total return of 0.33%² and a volatility of 3.62%. For the period, the Fund had an average daily volume of 9,617 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index seeks to produce consistent, positive returns in virtually all market environments, although there are no assurances it will achieve this result. The Index, created by Standard & Poor's^®, is comprised of a maximum of 80 companies, including up to 40 companies that are currently targets in merger deals, which are represented by long positions in the Index, and up to 40 companies that are acquirers for the same stock merger deals, which are represented by short positions in the Index. The Index includes a cash component, which earns the three-month U.S. Treasury Bill rate. The Index also includes a Treasury bill component which constitutes the remainder of the Index when net exposure from included Deals is less than 100%.

During the year ended May 31, 2022, the Fund invested in swap agreements and forward currency contracts as a substitute for investing directly in or taking short positions in the securities of the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively impacted by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's Advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Merger ETF from December 11, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (12/11/12)
ProShares Merger ETF		-1.07	%		3.09	%		0.84	%
S&P Merger Arbitrage Index		0.33	%		4.01	%		1.89	%

Expense Ratios**

Fund	Gross			Net
ProShares Merger ETF		1.68	%		0.75	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		85	%
Swap Agreements (Long)		21	%
Swap Agreements (Short)		(7	%)
Forward Currency Contracts		(8	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
South Jersey Industries, Inc.		2.6	%
Cerner Corp.		2.6	%
Healthcare Realty Trust, Inc.		2.5	%
Datto Holding Corp.		2.5	%
Sanderson Farms, Inc.		2.5	%

S&P Merger Arbitrage
Index – Composition

	% of Index
Information Technology		36.1	%
Industrials		20.1	%
Health Care		12.5	%
communication Services		10.5	%
Real Estate		5.6	%
Financials		5.5	%
Utilities		3.3	%
Consumer Staples		3.2	%
Energy		3.2	%

Regional Exposure

	% of Index
United States		86.7	%
United Kingdom		4.5	%
Canada		3.1	%
Australia		2.9	%
France		2.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XVIII :: MRGR MERGER ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Metaverse ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Solactive Metaverse Theme Index (the "Index"). From inception on March 15, 2022 to May 31, 2022, the Fund had a total return of –11.12%¹. For the same period, the Index had a total return of –10.92%² and a volatility of 36.17%. For the period, the Fund had an average daily volume of 8,420 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index is constructed and maintained by Solactive AG. The Index consists of companies that provide or use innovative technologies to offer products and services around the Metaverse. "Metaverse" is a term used to refer to a "digital world" or a future iteration of the internet. The Metaverse is characterized by virtual worlds that create a simulated environment — as well as augmented reality where the real-world environment is enhanced by computer generated sensory information. The Metaverse is expected to allow people to engage in new ways, such as through internet-based interactions, on-line gaming, and transactions. The Metaverse is enabled by several connected technologies such as virtual and augmented reality, digital environments, artificial intelligence and advanced computing. The Index is reconstituted and rebalanced semiannually in June and December. Security weights are allowed to fluctuate between rebalance dates.

As the ProShares Metaverse Theme ETF does not have more than six months of operating results, a line graph of a $10,000 investment and total return table are not presented

Expense Ratios**

Fund	Gross			Net
ProShares Metaverse ETF		0.58	%		0.58	%

**Reflects the expense ratio as reported in the Prospectus dated March 14, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Himax Technologies, Inc. (ADR)		4.9	%
Vuzix Corp.		4.8	%
PTC, Inc.		4.7	%
Microsoft Corp.		4.4	%
Alphabet, Inc., Class A		4.4	%

Solactive Metaverse Theme
Index – Composition

Strategy	% of Index
Information Technology		53.9	%
Communication Services		29.8	%
Consumer Discretionary		11.3	%
Health Care		2.8	%
Real Estate		2.2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: METAVERSE ETF VERS :: XIX

ProShares MSCI EAFE Dividend Growers ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the MSCI EAFE Dividend Masters Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –16.64%¹. For the same period, the Index had a total return of –16.11%² and a volatility of 13.29%. For the period, the Fund had an average daily volume of 8,617 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by MSCI, targets companies that are currently members of the MSCI EAFE Index and have increased dividend payments each year for at least 10 years. The Index contains a minimum of 40 stocks, which are equally weighted. Generally, no single sector is allowed to comprise more than 30% of the Index's weight, and no single country is allowed to comprise more than 50% of the Index's weight.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares MSCI EAFE Dividend Growers ETF from August 19, 2014 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (8/19/14)
ProShares MSCI EAFE Dividend Growers ETF		-16.64	%		2.38	%		1.25	%
MSCI EAFE Dividend Masters Index		-16.11	%		2.86	%		1.75	%

Expense Ratios**

Fund	Gross			Net
ProShares MSCI EAFE Dividend Growers ETF		0.50	%		0.50	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		99	%
Total Exposure		99	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Nihon M&A Center Holdings, Inc.		1.7	%
Tokio Marine Holdings, Inc.		1.7	%
Ashtead Group plc		1.7	%
Halma plc		1.6	%
Otsuka Corp.		1.6	%

MSCI EAFE Dividend Masters
Index – Composition

	% of Index
Industrials		18.7	%
Health Care		17.1	%
Information Technology		14.9	%
Consumer Staples		11.6	%
Utilities		9.8	%
Consumer Discretionary		7.9	%
Financials		7.8	%
Materials		5.7	%
Real Estate		3.4	%
Energy		1.6	%
Communication Services		1.5	%

MSCI EAFE Dividend Masters
Index – Country

	% of Index
Japan		30.0	%
United kingdom		18.1	%
Switzerland		10.5	%
Germany		9.7	%
Hong Kong		7.4	%
Australia		6.3	%
Others		6.1	%
Denmark		4.5	%
Netherlands		3.1	%
Belgium		2.5	%
Spain		1.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XX :: EFAD MSCI EAFE DIVIDEND GROWERS ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares MSCI Emerging Markets Dividend Growers ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the MSCI Emerging Markets Dividend Masters Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –16.82%¹. For the same period, the Index had a total return of –16.49%² and a volatility of 17.62%. For the period, the Fund had an average daily volume of 1,424 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by MSCI, targets companies that are currently members of the MSCI Emerging Markets Index and have increased dividend payments each year for at least 7 years. The Index contains a minimum of 40 stocks, which are equally weighted. Generally, no single sector is allowed to comprise more than 30% of the Index's weight, and no single country is allowed to comprise more than 50% of the Index's weight.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares MSCI Emerging Markets Dividend Growers ETF from January 25, 2016 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (1/25/16)
ProShares MSCI Emerging Markets Dividend Growers ETF		-16.82	%**		1.71	%		6.17	%
MSCI Emerging Markets Dividend Masters Index		-16.49	%		2.88	%		7.32	%

Expense Ratios***

Fund	Gross			Net
ProShares MSCI Emerging Markets Dividend Growers ETF		0.61	%		0.61	%

**The Fund's Average Annual Total Returns are based on net asset values calculated for shareholder transactions which are not reflective of adjustments required pursuant to Generally Accepted Accounting Principles (GAAP). Accordingly, differences may exist between this data and similar information reported in the financial statements.

***Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Interconexion Electrica SA ESP		2.8	%
Grupo Bimbo SAB de CV		2.3	%
Chailease Holding Co. Ltd.		2.2	%
Luxshare Precision Industry Co. Ltd., Class A		2.2	%
China Gas Holdings Ltd.		2.2	%

MSCI Emerging Markets Dividend Masters Index – Composition

	% of Index
Health Care		15.9	%
Consumer Staples		14.2	%
Financials		13.9	%
Utilities		13.4	%
Materials		9.4	%
Real Estate		8.4	%
Communication Services		8.4	%
Consumer Discretionary		8.0	%
Industrials		4.9	%
Information Technology		3.5	%

MSCI Emerging Markets Dividend Masters Index – Country

	% of Index
China		48.9	%
India		19.5	%
Mexico		7.5	%
Greece		4.5	%
Korea		4.3	%
Malaysia		4.1	%
Taiwan		4.1	%
Colombia		2.5	%
Brazil		2.4	%
Turkey		2.2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: MSCI EMERGING MARKETS DIVIDEND GROWERS ETF EMDV :: XXI

ProShares MSCI Europe Dividend Growers ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the MSCI Europe Dividend Masters Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –13.59%%¹. For the same period, the Index had a total return of –13.15%² and a volatility of 17.06%. For the period, the Fund had an average daily volume of 1,136 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by MSCI, targets companies that are currently members of the MSCI Europe Index and have increased dividend payments each year for at least 10 years. The Index contains a minimum of 25 stocks, which are equally weighted. Generally, no single sector is allowed to comprise more than 30% of the Index's weight, and no single country is allowed to comprise more than 50% of the Index's weight.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares MSCI Europe Dividend Growers ETF from September 9, 2015 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (9/9/15)
ProShares MSCI Europe Dividend Growers ETF		-13.59	%		3.34	%		3.32	%
MSCI Europe Dividend Masters Index		-13.15	%		3.96	%		3.94	%

Expense Ratios**

Fund	Gross			Net
ProShares MSCI Europe Dividend Growers ETF		0.55	%		0.55	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		99	%
Total Exposure		99	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Ashtead Group plc		2.9	%
Halma plc		2.8	%
ASML Holding NV		2.8	%
AVEVA Group plc		2.8	%
Chocoladefabriken Lindt & Spruengli AG, Class PC		2.8	%

MSCI Europe Dividend Masters
Index – Composition

	% of Index
Health Care		24.7	%
Industrials		24.1	%
Information Technology		12.3	%
Consumer Staples		10.7	%
Materials		10.1	%
Utilities		8.9	%
Financials		6.6	%
Communication Services		2.6	%

MSCI Europe Dividend Masters
Index – Country

	% of Index
United Kingdom		32.2	%
Switzerland		18.6	%
Germany		17.2	%
Denmark		8.1	%
Netherlands		5.5	%
Belgium		4.4	%
Spain		3.2	%
France		2.9	%
Italy		2.8	%
Norway		2.6	%
Ireland		2.5	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXII :: EUDV MSCI EUROPE DIVIDEND GROWERS ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares MSCI Transformational Changes ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the MSCI Global Transformational Changes Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –20.03%¹. For the same period, the Index had a total return of –20.14%² and a volatility of 20.01%. For the period, the Fund had an average daily volume of 3,004 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by MSCI, selects companies which may benefit from transformational changes in how people work, take care of their health, and consume and connect — changes accelerated by COVID-19. The Index includes U.S., non-U.S. developed, and emerging market companies providing products or services associated with one or more of four Transformational Changes, as determined by the MSCI, Inc.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares MSCI Transformational Changes ETF from October 14, 2020 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Since Inception (10/14/20)
ProShares MSCI Transformational Changes ETF		-20.03	%		-7.85	%
MSCI Global Transformational Changes Index		-20.14	%		-7.61	%

Expense Ratios**

Fund	Gross			Net
ProShares MSCI Transformational Changes ETF		0.45	%		0.45	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Alibaba Group Holding Ltd.		2.3	%
Amazon.com, Inc.		2.2	%
NVIDIA Corp.		2.1	%
Tencent Holdings Ltd.		2.1	%
Alphabet, Inc., Class A		2.1	%

MSCI Global Transformational Changes
Index – Composition

	% of Index
Health Care		29.1	%
Information Technology		26.4	%
Materials		12.6	%
Consumer Discretionary		12.1	%
Communication Services		9.9	%
Consumer Staples		5.5	%
Industrials		4.1	%
Real Estate		0.3	%

MSCI Global Transformational Changes
Index – Country

	% of Index
United States		80.9	%
China		7.4	%
Switzerland		4.5	%
Germany		2.6	%
Ireland		2.1	%
Others		0.6	%
Netherlands		0.5	%
Sweden		0.4	%
Singapore		0.4	%
Taiwan		0.3	%
Brazil		0.3	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: MSCI TRANSFORMATIONAL CHANGES ETF ANEW :: XXIII

ProShares Nanotechnology ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Solactive Nanotechnology Index (the "Index"). From inception on October 26, 2021 to May 31, 2022, the Fund had a total return of –15.05%¹. For the same period, the Index had a total return of –14.54%² and a volatility of 28.45%. For the period, the Fund had an average daily volume of 2,175 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index is constructed and maintained by Solactive AG. The Index consists of companies that are listed on a stock exchange and meet certain market capitalization and liquidity requirements. The Index consists of companies focused on making or applying nanotechnology innovations that allow for improved products, processes, or techniques through control or measurement of material at nanoscale. The Index includes companies exposed to nanotechnology through involvement in one or more of the following product or service areas; (i) Production of nanotechnology, which can be defined as the use of matter on an atomic and molecular level; (ii)Active in the fields of nanomedicine, nanomaterials, nanoelectronics, nanometrology or molecular nanotechnology; and (iii)Technologies that promote advances in or research related to nanotechnologies.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Nanotechnology ETF from October 26, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Cumulative Total Return as of 05/31/22

	Since Inception (10/26/21)
ProShares Nanotechnology ETF		-15.05	%
Solactive Nanotechnology Index		-14.54	%

Expense Ratios**

Fund	Gross			Net
ProShares Nanotechnology ETF		0.58	%		0.58	%

**Reflects the expense ratio as reported in the Prospectus dated September 27, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Novavax, Inc.		5.1	%
Advanced Micro Devices, Inc.		4.9	%
Cabot Corp.		4.7	%
KLA Corp.		4.7	%
Onto Innovation, Inc.		4.7	%

Solactive Nanotechnology
Index – Composition

	% of Index
Information Technology		69.5	%
Health Care		18.8	%
Materials		9.1	%
Industrials		2.6	%

Solactive Nanotechnology
Index – Country

	% of Index
United States		72.1	%
Japan		11.6	%
Netherlands		4.2	%
Taiwan		4.1	%
South Korea		3.0	%
Singapore		2.6	%
Israel		1.6	%
Germany		0.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXIV :: TINY NANOTECHNOLOGY ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Nasdaq-100 Dorsey Wright Momentum ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the Nasdaq-100 Dorsey Wright Momentum Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –18.60%¹. For the same period, the Index had a total return of –18.07%² and a volatility of 27.48%. For the period, the Fund had an average daily volume of 7,230 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, which is constructed and maintained by Dorsey, Wright & Associates, LLC ("Dorsey Wright"), consists of 21 securities from the Nasdaq- 100 Index with the highest price momentum as determined by Dorsey Wright. The Nasdaq-100 includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. Dorsey Wright ranks each stock in the Nasdaq-100 based on relative performance using its proprietary "Relative Strength" momentum measure. The 21 stocks ranked the highest at each reconstitution (January, April, July and October) are included in the Index and assigned equal weights. The weightings of each security in the Index may fluctuate between reconstitution dates.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Nasdaq-100 Dorsey Wright Momentum ETF from May 18, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 05/31/22

	One Year			Since Inception (5/18/21)
ProShares Nasdaq-100 Dorsey Wright Momentum ETF		-18.60	%		-13.91	%
Nasdaq-100 Dorsey Wright Momentum Index		-18.07	%		-13.34	%

Expense Ratios**

Fund	Gross			Net
ProShares Nasdaq-100 Dorsey Wright Momentum ETF		0.58	%		0.58	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Marriott International, Inc., Class A		5.8	%
Synopsys, Inc.		5.5	%
American Electric Power Co., Inc.		5.4	%
Broadcom, Inc.		5.4	%
Dollar Tree, Inc.		5.4	%

Nasdaq-100 Dorsey Wright Momentum Index – Composition

	% of Index
Information Technology		38.1	%
Consumer Discretionary		23.8	%
Health Care		13.4	%
Utilities		10.9	%
Industrials		5.0	%
Communication Services		4.6	%
Consumer Staples		4.2	%

Nasdaq-100 Dorsey Wright Momentum Index – Country

United States	91.1	%
United Kingdom	5.1	%
Argentina	3.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: Nasdaq-100 Dorsey Wright Momentum ETF QQQA :: XXV

ProShares On-Demand ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FactSet On≠-Demand Index (the "Index"). From inception on October 26, 2021 to May 31, 2022, the Fund had a total return of –45.66%¹. For the same period, the Index had a total return of –45.52%² and a volatility of 33.55%. For the period, the Fund had an average daily volume of 1,371 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index is owned and administered by FactSet Research Systems, Inc. (the "Index Provider"). The Index consists of companies which provide on-demand platforms and services to consumers. The Index includes companies whose principal business is the provision of platforms and services for on-demand access to lifestyle needs including digital media, egaming, fitness, food delivery, ridesharing, or virtual reality experiences, as determined by the Index methodology. In order to be included in the Index, a company must be included in at least one of 15 FactSet^® Revere Business Industry Classification System Sub-Industries ("RBICS Sub-Industries") that the Index Provider has identified as on-demand related. The 15 eligible RBICS Sub-Industries are Console Games Software, Fitness and Exercise Equipment, Food Delivery Services, General Entertainment Content Providers and Sites, Handheld and Smart Phone Games Software, Home and Office Virtual Reality Software, Media Download and Streaming Digital Content Sites, Mobile Platform Applications Software, Multi-Type Passenger Transportation (e.g., ride-sharing platforms), Online Game Websites and Software, Other Games Software, Other Media Equipment Manufacturing, Video Multimedia Semiconductors, Virtual Reality Design and Engineering Software and Virtual Reality Equipment.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares On-Demand ETF from October 26, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Cumulative Total Return as of 05/31/22

	Since Inception (10/26/21)
ProShares On-Demand ETF		-45.66	%
FactSet On-Demand Index		-45.52	%

Expense Ratios**

Fund	Gross			Net
ProShares On-Demand ETF		0.58	%		0.58	%

**Reflects the expense ratio as reported in the Prospectus dated September 27, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Activision Blizzard, Inc.		9.7	%
Take-Two Interactive Software, Inc.		8.4	%
Electronic Arts, Inc.		7.9	%
Nexon Co. Ltd.		6.5	%
Meituan		5.5	%

FactSet On-Demand
Index – Composition

	% of Index
Communication Services		71.2	%
Consumer Discretionary		19.5	%
Industrials		7.6	%
Information Technology		1.7	%

FactSet On-Demand
Index – Country

United States	49.1	%
Japan	13.4	%
China	11.3	%
South Korea	8.6	%
Luxembourg	3.5	%
Sweden	3.1	%
France	3.0	%
Netherlands	2.5	%
Germany	2.4	%
Others	1.6	%
Singapore	1.5	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXVI :: OND On-Demand ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Online Retail ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the ProShares Online Retail Index (the "Index"). For the year ended May 31 2022, the Fund had a total return of –53.95%¹. For the same period, the Index had a total return of –53.75%² and a volatility of 40.78%. For the period, the Fund had an average daily volume of 82,873 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index is constructed and maintained by Solactive AG. The Index is designed to measure the performance of publicly traded companies that principally sell online or through other non-store sales channels, such as through mobile or app purchases, rather than through "brick and mortar" store locations ("Online Retailers"). The Index may include U.S. and non-U.S. companies. To be included in the Index, an online retailer's securities must be listed on a U.S. stock exchange, must have a minimum market capitalization of $500 million and must meet certain liquidity requirements. Non-U.S. companies may not make up more than 25% of the Index. Companies are weighted in the Index using a modified market capitalization approach.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Online Retail ETF from July 13, 2018 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Since Inception (7/13/18)
ProShares Online Retail ETF		-53.95	%		-3.15	%
ProShares Online Retail Index		-53.75	%		-2.64	%

Expense Ratios**

Fund	Gross			Net
ProShares Online Retail ETF		0.58	%		0.58	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/21

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Amazon.com, Inc.		24.4	%
Alibaba Group Holding Ltd. (ADR)		13.0	%
eBay, Inc.		5.1	%
JD.com, Inc. (ADR)		3.7	%
DoorDash, Inc., Class A		3.0	%

ProShares Online Retail
Index – Composition

	% of Index
Consumer Discretionary		96.1	%
Communication Services		2.5	%
Health Care		1.2	%
Consumer Staples		0.2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ONLINE RETAIL ETF ONLN :: XXVII

ProShares Pet Care ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FactSet Pet Care Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –26.74%¹. For the same period, the Index had a total return of –26.44%² and a volatility of 21.80%. For the period, the Fund had an average daily volume of 29,357 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index consists of U.S. and international companies that potentially stand to benefit from interest in, and resources spent on, pet ownership. The Fund intends to hold each security in approximately the same proportion as its weighting in the Index. The Index consists primarily of companies whose principal business is pet-care related (i.e., they derive significant revenue from pet care-related products or services), as determined in accordance with the Index methodology. The Index is owned and administered by FactSet Research Systems, Inc.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Pet Care ETF from November 5, 2018 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Since Inception (11/5/18)
ProShares Pet Care ETF		-26.74	%		10.62	%
FactSet Pet Care IndexTM		-26.44	%		11.23	%

Expense Ratios**

Fund	Gross			Net
ProShares Pet Care ETF		0.50	%		0.50	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/21

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
IDEXX Laboratories, Inc.		10.2	%
Elanco Animal Health, Inc.		10.0	%
Zoetis, Inc.		9.8	%
Dechra Pharmaceuticals plc		8.2	%
Freshpet, Inc.		5.6	%

FactSet Pet Care Index – Composition

	% of Index
Health Care		59.7	%
Consumer Staples		19.3	%
Consumer Discretionary		16.6	%
Financials		4.4	%

FactSet Pet Care Index – Country

	% of Index
United States		70.2	%
United Kingdom		14.6	%
Switzerland		4.2	%
Sweden		3.4	%
France		2.9	%
Canada		1.6	%
Brazil		1.4	%
Finland		1.0	%
Japan		0.7	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXVIII :: PAWZ PET CARE ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCEPROSHARES TRUST

ProShares Russell 2000 Dividend Growers ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Russell 2000^® Dividend Growth Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –4.80%¹. For the same period, the Index had a total return of –4.41%² and a volatility of 17.18%. For the period, the Fund had an average daily volume of 50,532 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by FTSE International Limited, targets companies that are currently members of the Russell 2000 Index, have increased dividend payments each year for at least 10 consecutive years and meet certain market capitalization and liquidity requirements. The Index contains a minimum of 40 stocks, which are equally weighted. No single sector is allowed to comprise more than 30% of the Index's weight.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Russell 2000 Dividend Growers ETF from February 3, 2015 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (2/3/15)
ProShares Russell 2000 Dividend Growers ETF		-4.80	%		5.42	%		8.36	%
Russell 2000 Dividend Growth Index		-4.41	%		5.90	%		8.84	%

Expense Ratios**

Fund	Gross			Net
ProShares Russell 2000 Dividend Growers ETF		0.40	%		0.40	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Griffon Corp.		1.6	%
Southwest Gas Holdings, Inc.		1.5	%
BancFirst Corp.		1.4	%
Neenah, Inc.		1.3	%
Insperity, Inc.		1.3	%

Russell 2000 Dividend Growth
Index – Composition

	% of Index
Financials		29.4	%
Industrials		19.8	%
Utilities		18.6	%
Materials		11.8	%
Consumer Staples		9.5	%
Health Care		3.3	%
Real Estate		3.2	%
Communication Services		2.4	%
Consumer Discretionary		1.0	%
Information Technology		1.0	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: RUSSELL 2000 DIVIDEND GROWERS ETF SMDV :: XXIX

ProShares Russell U.S. Dividend Growers ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Russell 3000^® Dividend Elite Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –0.79%¹. For the same period, the Index had a total return of –0.43%² and a volatility of 14.46%. For the period, the Fund had an average daily volume of 1,666 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by FTSE International Limited, targets companies that are currently members of the Russell 3000 Index, which represents approximately 98% of the investable U.S. equity market, have increased dividend payments each year for at least 35 years and meet certain liquidity requirements. The Index contains a minimum of 40 stocks, which are equally weighted. No single sector is allowed to comprise more than 30% of the Index's weight.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Russell U.S. Dividend Growers ETF from November 5, 2019 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Since Inception (11/5/19)
ProShares Russell U.S. Dividend Growers ETF		-0.79	%		9.05	%
Russell 3000® Dividend Elite Index		-0.43	%		9.56	%

Expense Ratios**

Fund	Gross			Net
ProShares Russell U.S. Dividend Growers ETF		0.35	%		0.35	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
RLI Corp.		1.8	%
National Fuel Gas Co.		1.8	%
Genuine Parts Co.		1.7	%
Universal Corp.		1.7	%
Consolidated Edison, Inc.		1.7	%

Russell 3000 Dividend Elite
Index – Composition

	% of Index
Consumer Staples		22.8	%
Industrials		17.9	%
Utilities		13.8	%
Materials		13.2	%
Financials		12.5	%
Consumer Discretionary		7.6	%
Health Care		6.1	%
Communication Services		2.9	%
Information Technology		1.7	%
Real Estate		1.5	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXX :: TMDV RUSSELL U.S. DIVIDEND GROWERS ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCEPROSHARES TRUST

ProShares S&P 500^® Bond ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P 500^®/MarketAxess^® Investment Grade Corporate Bond Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –10.65%¹. For the same period, the Index had a total return of –10.23%² and a volatility of 7.44%. For the period, the Fund had an average daily volume of 2,724 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Fund seeks to invest substantially all of its assets in the bonds included in the Index. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index consists exclusively of investment grade bonds issued by companies in the S&P500, the most widely used U.S. equity benchmark.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P 500® Bond ETF from May 1, 2018 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Since Inception (5/1/18)
ProShares S&P 500® Bond ETF		-10.65	%		2.53	%
S&P 500®/MarketAxess® Investment Grade Corporate Bond Index		-10.23	%		2.67	%

Expense Ratios**

Fund	Gross			Net
ProShares S&P 500® Bond ETF		0.15	%		0.15	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/21

Market Exposure

Investment Type	% of Net Assets
Corporate Bonds		98	%
Total Exposure		98	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Long-Term Fixed-Income Holdings

	% of Net Assets
Goldman Sachs Group, Inc. (The), 3.85%, due 01/26/27		1.8	%
General Motors Co., 6.80%, due 10/01/27		1.4	%
Johnson & Johnson, 2.95%, due 03/03/27		1.3	%
Chevron Corp., 2.24%, due 05/11/30		1.3	%
Comcast Corp., 3.15%, due 03/01/26		1.3	%

S&P 500®/MarketAxess® Investment
Grade Corporate Bond
Index – Composition

	% of Index
Industrials		66.7	%
Financials		22.1	%
Utilities		11.1	%
Others		0.1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: S&P 500® BOND ETF SPXB :: XXXI

ProShares S&P 500^® Dividend Aristocrats ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P 500^® Dividend Aristocrats^® Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 1.72%¹. For the same period, the Index had a total return of 2.09%² and a volatility of 14.88%. For the period, the Fund had an average daily volume of 550,787 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by S&P Dow Jones Indices LLC, targets companies that are currently members of the S&P 500^®, have increased dividend payments each year for at least 25 years, and meet certain market capitalization and liquidity requirements. The Index contains a minimum of 40 stocks, which are equally weighted, and no single sector is allowed to comprise more than 30% of the Index's weight.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P 500 Aristocrats ETF from October 9, 2013 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (10/9/13)
ProShares S&P 500® Dividend Aristocrats ETF		1.72	%		12.25	%		12.33	%
S&P 500 Dividend Aristocrats Index		2.09	%		12.69	%		12.77	%

Expense Ratios**

Fund	Gross			Net
ProShares S&P 500® Dividend Aristocrats ETF		0.35	%		0.35	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Albemarle Corp.		2.1	%
Amcor plc		1.8	%
Exxon Mobil Corp.		1.8	%
Sherwin-Williams Co. (The)		1.8	%
Expeditors International of Washington, Inc.		1.8	%

S&P 500 Dividend Aristocrats
Index – Composition

	% of Index
Consumer Staples		21.2	%
Industrials		18.8	%
Materials		13.4	%
Financials		10.8	%
Health Care		10.7	%
Consumer Discretionary		7.5	%
Utilities		4.9	%
Information Technology		4.8	%
Real Estate		4.3	%
Energy		3.6	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXXII :: NOBL S&P 500® DIVIDEND ARISTOCRATS ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCEPROSHARES TRUST

ProShares S&P 500^® Ex-Energy ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the S&P 500^® Ex-Energy Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –2.61%¹. For the same period, the Index had a total return of –2.44%² and a volatility of 18.40%. For the period, the Fund had an average daily volume of 755 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index seeks to provide exposure to the companies of the S&P 500^® Index (the "S&P 500^®") with the exception of those companies included in the Energy Sector. The S&P 500^® is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is constructed and maintained by S&P Dow Jones LLC.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P 500® Ex-Energy ETF from September 22, 2015 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (9/22/15)
ProShares S&P 500® Ex-Energy ETF		-2.61	%		13.28	%		14.09	%
S&P 500® Ex-Energy Index		-2.44	%		13.59	%		14.42	%

Expense Ratios**

Fund	Gross			Net
ProShares S&P 500® Ex-Energy ETF		0.13	%		0.09	%

**Reflects the expense ratio as reported in the Prospectus dated February 1, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		6.9	%
Microsoft Corp.		6.1	%
Amazon.com, Inc.		3.2	%
Alphabet, Inc., Class A		2.1	%
Tesla, Inc.		1.9	%

S&P 500 Ex-Energy Index – Composition

	% of Index
Information Technology		28.5	%
Health Care		15.1	%
Financials		11.8	%
Consumer Discretionary		11.4	%
Communication Services		9.3	%
Industrials		8.2	%
Consumer Staples		6.8	%
Utilities		3.1	%
Materials		2.9	%
Real Estate		2.9	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: S&P 500® EX-ENERGY ETF SPXE :: XXXIII

ProShares S&P 500^® Ex-Financials ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the S&P 500^® Ex-Financials and Real Estate Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –0.03%¹. For the same period, the Index had a total return of 0.19%² and a volatility of 18.51%. For the period, the Fund had an average daily volume of 394 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index seeks to provide exposure to the companies of the S&P 500^® Index (the "S&P 500^®") with the exception of those companies included in the Financials and Real Estate Sectors. The S&P 500^® is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is constructed and maintained by S&P Dow Jones LLC.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P 500® Ex-Financials ETF from September 22, 2015 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (9/22/15)
ProShares S&P 500® Ex-Financials ETF		-0.03	%		13.55	%		14.15	%
S&P 500® Ex-Financials and Real Estate Index		0.19	%		13.83	%		14.46	%

Expense Ratios**

Fund	Gross			Net
ProShares S&P 500® Ex-Financials ETF		0.13	%		0.09	%

**Reflects the expense ratio as reported in the Prospectus dated February 1, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		7.7	%
Microsoft Corp.		6.8	%
Amazon.com, Inc.		3.5	%
Alphabet, Inc., Class A		2.3	%
Tesla, Inc.		2.1	%

S&P 500 Ex-Financials and Real Estate
Index – Composition

	% of Index
Information Technology		31.5	%
Health Care		16.7	%
Consumer Discretionary		12.7	%
Communication Services		10.2	%
Industrials		9.0	%
Consumer Staples		7.6	%
Energy		5.6	%
Utilities		3.5	%
Materials		3.2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXXIV :: SPXN S&P 500® EX-FINANCIALS ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCEPROSHARES TRUST

ProShares S&P 500^® Ex-Health Care ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the S&P 500^® Ex-Health Care Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –1.83%¹. For the same period, the Index had a total return of –1.66%² and a volatility of 19.22%. For the period, the Fund had an average daily volume of 171 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index seeks to provide exposure to the companies of the S&P 500^® Index (the "S&P 500^®") with the exception of those companies included in the Health Care Sector. The S&P 500^® is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is constructed and maintained by S&P Dow Jones LLC.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P 500® Ex-Health Care ETF from September 22, 2015 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (9/22/15)
ProShares S&P 500® Ex-Health Care ETF		-1.83	%		13.01	%		14.07	%
S&P 500® Ex-Health Care Index		-1.66	%		13.31	%		14.41	%

Expense Ratios**

Fund	Gross			Net
ProShares S&P 500® Ex-Health Care ETF		0.13	%		0.09	%

**Reflects the expense ratio as reported in the Prospectus dated February 1, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		7.7	%
Microsoft Corp.		6.8	%
Amazon.com, Inc.		3.5	%
Alphabet, Inc., Class A		2.3	%
Alphabet, Inc., Class C		2.1	%

S&P 500 Ex-Health Care
Index – Composition

	% of Index
Information Technology		31.6	%
Financials		13.1	%
Consumer Discretionary		12.7	%
Communication Services		10.3	%
Industrials		9.1	%
Consumer Staples		7.6	%
Energy		5.6	%
Utilities		3.5	%
Materials		3.3	%
Real Estate		3.2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: S&P 500® EX-HEALTH CARE ETF SPXV :: XXXV

ProShares S&P 500^® Ex-Technology ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the S&P 500^® Ex-Information Technology Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –1.25%¹. For the same period, the Index had a total return of 2.47%² and a volatility of 15.62%. For the period, the Fund had an average daily volume of 1,031 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index seeks to provide exposure to the companies of the S&P 500^® Index (the "S&P 500^®") with the exception of those companies included in the Information Technology Sector. The S&P 500^® is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is constructed and maintained by S&P Dow Jones LLC.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P 500® Ex-Technology ETF from September 22, 2015 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through September 21, 2018 reflects the performance of the S&P 500 Ex-Information Technology & Telecommunication Services Index. Index performance beginning on September 22, 2018 reflects the performance of the S&P 500 Ex-Information Technology Index.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (9/22/15)
ProShares S&P 500® Ex-Technology ETF		-1.25	%		10.50	%		11.15	%
S&P 500 Ex-Information Technology Index		2.47	%		11.01	%		11.62	%

Expense Ratios**

Fund	Gross			Net
ProShares S&P 500® Ex-Technology ETF		0.13	%		0.09	%

**Reflects the expense ratio as reported in the Prospectus dated February 1, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Amazon.com, Inc.		4.1	%
Alphabet, Inc., Class A		2.7	%
Alphabet, Inc., Class C		2.5	%
Tesla, Inc.		2.5	%
Berkshire Hathaway, Inc., Class B		2.3	%

S&P 500 Ex-Information Technology
Index – Composition

	% of Index
Health Care		19.7	%
Financials		15.4	%
Consumer Discretionary		14.9	%
Communication Services		12.1	%
Industrials		10.7	%
Consumer Staples		8.9	%
Energy		6.6	%
Utilities		4.1	%
Materials		3.8	%
Real Estate		3.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXXVI :: SPXT S&P 500® EX-TECHNOLOGY ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCEPROSHARES TRUST

ProShares S&P Kensho Cleantech ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P Kensho Cleantech Index (the "Index"). From inception on September 29, 2021 to May 31, 2022, the Fund had a total return of –23.73%¹. For the same period, the Index had a total return of –23.50%² and a volatility of 45.697%. For the period, the Fund had an average daily volume of 1,677 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index selects companies focused on building the technologies or products that enable the generation of clean energy, such as solar, wind, geothermal, hydrogen, and hydroelectric. The Index is constructed and maintained by S&P Dow Jones Indices LLC.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P Kensho Cleantech ETF from September 29, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Cumulative Total Return as of 05/31/22

	Since Inception (9/29/21)
ProShares S&P Kensho Cleantech ETF		-23.73	%**
S&P Kensho Cleantech Index		-23.50	%

Expense Ratios***

Fund	Gross			Net
ProShares S&P Kensho Cleantech ETF		0.58	%		0.58	%

**The Fund's Average Annual Total Returns are based on net asset values calculated for shareholder transactions which are not reflective of adjustments required pursuant to Generally Accepted Accounting Principles (GAAP). Accordingly, differences may exist between this data and similar information reported in the financial statements.

***Reflects the expense ratio as reported in the Prospectus dated September 27, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Array Technologies, Inc.		4.0	%
Sunnova Energy International, Inc.		3.7	%
Bloom Energy Corp., Class A		3.7	%
Enphase Energy, Inc.		3.7	%
Sunrun, Inc.		3.6	%

S&P Kensho Cleantech
Index – Composition

	% of Index
Industrials		46.2	%
Information Technology		34.7	%
Utilities		11.1	%
Materials		4.4	%
Consumer Discretionary		3.6	%

S&P Kensho Cleantech
Index – Country

	% of Index
United States		74.5	%
China		12.4	%
Canada		6.7	%
Singapore		3.6	%
India		2.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: S&P KENSHO CLEANTECH ETF CTEX :: XXXVII

ProShares S&P Kensho Smart Factories ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P Kensho Smart Factories Index (the "Index"). From inception on September 29, 2021 to May 31, 2022, the Fund had a total return of –19.24%¹. For the same period, the Index had a total return of –18.90%² and a volatility of 26.70%. For the period, the Fund had an average daily volume of 963 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index selects companies focused on building the technology empowering the digitalization of manufacturing activities. The Index is constructed and maintained by S&P Dow Jones Indices LLC.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P Kensho Smart Factories ETF from September 29, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Cumulative Total Return as of 05/31/22

	Since Inception (9/29/21)
ProShares S&P Kensho Smart Factories ETF		-19.24	%
S&P Kensho Smart Factories Index		-18.90	%

Expense Ratios**

Fund	Gross			Net
ProShares S&P Kensho Smart Factories ETF		0.58	%		0.58	%

**Reflects the expense ratio as reported in the Prospectus dated September 27, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Autodesk, Inc.		5.3	%
ABB Ltd. (ADR)		5.3	%
PTC, Inc.		5.2	%
Emerson Electric Co.		5.0	%
Rockwell Automation, Inc.		5.0	%

S&P Kensho Smart Factories
Index – Composition

	% of Index
Information Technology		72.1	%
Industrials		21.4	%
Communication Services		6.5	%

S&P Kensho Smart Factories
Index – Country

	% of Index
United States		78.9	%
Switzerland		5.3	%
South Korea		5.0	%
China		3.1	%
Germany		3.1	%
Israel		3.1	%
Turkey		1.5	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXXVIII :: MAKX S&P KENSHO SMART FACTORIES ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCEPROSHARES TRUST

ProShares S&P MidCap 400^® Dividend Aristocrats ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P MidCap 400^® Dividend Aristocrats Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 0.71%¹. For the same period, the Index had a total return of 1.14%² and a volatility of 15.98%. For the period, the Fund had an average daily volume of 43,015 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by S&P Dow Jones Indices LLC, targets companies that are currently members of the S&P MidCap 400^® Index, and have increased dividend payments each year for at least 15 years. The Index contains a minimum of 40 stocks which are equally weighted. No single sector is allowed to comprise more than 30% of the Index weight.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P MidCap 400 Dividend Aristocrats ETF from February 3, 2015 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Since Inception (2/3/15)
ProShares S&P MidCap 400® Dividend Aristocrats ETF		0.71	%		9.45	%		10.56	%
S&P MidCap 400 Dividend Aristocrats Index		1.14	%		9.89	%		10.97	%

Expense Ratios**

Fund	Gross			Net
ProShares S&P MidCap 400® Dividend Aristocrats ETF		0.40	%		0.40	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Ryder System, Inc.		2.5	%
Perrigo Co. plc		2.5	%
UGI Corp.		2.4	%
United Bankshares, Inc.		2.3	%
Prosperity Bancshares, Inc.		2.3	%

S&P MidCap 400 Dividend Aristocrats
Index – Composition

	% of Index
Financials		27.2	%
Utilities		21.1	%
Industrials		19.0	%
Materials		11.9	%
Consumer Staples		7.9	%
Consumer Discretionary		6.4	%
Health Care		2.4	%
Communication Services		2.1	%
Real Estate		2.0	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: S&P MIDCAP 400® DIVIDEND ARISTOCRATS ETF REGL :: XXXIX

ProShares S&P Technology Dividend Aristocrats ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P^® Technology Dividend Aristocrats^® Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 2.48%¹. For the same period, the Index had a total return of 2.97%² and a volatility of 20.61%. For the period, the Fund had an average daily volume of 9,509 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by S&P Dow Jones Indices LLC, targets companies from the U.S. technology sector and select U.S. technology-related companies from the communication services and consumer discretionary sectors. To be included in the Index, a company must have increased dividend payments each year for at least 7 years, its shares must be listed on a U.S. national securities exchange, and it must meet certain minimum liquidity requirements.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P Technology Dividend Aristocrats Index from November 5, 2019 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Since Inception (11/5/19)
ProShares S&P Technology Dividend Aristocrats ETF		2.48	%		17.63	%
S&P Technology Dividend Aristocrats Index		2.97	%		18.16	%

Expense Ratios**

Fund	Gross			Net
ProShares S&P Technology Dividend Aristocrats ETF		0.45	%		0.45	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Avnet, Inc.		3.2	%
Littelfuse, Inc.		3.0	%
Lam Research Corp.		2.8	%
KLA Corp.		2.7	%
Microchip Technology, Inc.		2.7	%

S&P Technology Dividend Aristocrats
Index – Composition

	% of Index
Information Technology		95.2	%
Communication Services		2.6	%
Consumer Discretionary		2.2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XL :: TDV S&P TECHNOLOGY DIVIDEND ARISTOCRATS ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Smart Materials ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Solactive Smart Materials Index (the "Index"). From inception on October 26, 2021 to May 31, 2022, the Fund had a total return of –11.20%¹. For the same period, the Index had a total return of –11.10%² and a volatility of 20.21%. For the period, the Fund had an average daily volume of 2,377 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index selects companies focused on making or applying industrial innovations which allow for improved products, processes, or techniques through advanced, responsive, or intelligent materials. The Index is constructed and maintained by Solactive AG.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Smart Materials ETF from October 26, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Cumulative Total Return as of 5/31/22

	Since Inception (10/26/21)
ProShares Smart Materials ETF		-11.20	%
Solactive Smart Materials Index		-11.10	%

Expense Ratios**

Fund	Gross			Net
ProShares Smart Materials ETF		0.58	%		0.58	%

**Reflects the expense ratio as reported in the Prospectus dated September 27, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Chemours Co. (The)		5.6	%
Cabot Corp.		4.9	%
Axalta Coating Systems Ltd.		4.6	%
Huntsman Corp.		4.6	%
RPM International, Inc.		4.6	%

Smart Materials
Index – Composition

	% of Index
Materials		65.0	%
Information Technology		25.7	%
Industrials		9.3	%

Smart Materials
Index – Country

	% of Index
United States		58.1	%
South Korea		17.0	%
France		7.5	%
Japan		4.4	%
Belgium		4.4	%
Netherlands		4.3	%
Switzerland		3.8	%
Canada		0.5	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SMART MATERIALS ETF TINT :: XLI

ProShares Supply Chain Logistics ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FactSet Supply Chain Logistics Index (the "Index"). From inception on April 6, 2022 to May 31, 2022, the Fund had a total return of 0.29%¹. For the same period, the Index had a total return of 0.30%² and a volatility of 17.35%. For the period, the Fund had an average daily volume of 3,065 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index consists of companies involved in the supply chain logistics required to move raw materials, intermediate goods, and finished products around the globe. Supply chain logistics includes activities such as the provision of logistics support, logistics software, rail and air freight, trucking, and sea shipping. The Index is owned and administered by FactSet Research Systems, Inc.

As the ProShares Supply Chain Logistics ETF does not have more than six months of operating results, a line graph of a $10,000 investment and total return table are not presented.

Expense Ratios**

Fund	Gross			Net
ProShares Supply Chain Logistics ETF		0.58	%		0.58	%

**Reflects the expense ratio as reported in the Prospectus dated April 1, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Canadian Pacific Railway Ltd.		5.2	%
Evergreen Marine Corp. Taiwan Ltd.		4.9	%
Amadeus IT Group SA		4.8	%
FedEx Corp.		4.7	%
Union Pacific Corp.		4.6	%

FactSet Supply Chain Logistics
Index – Composition

	% of Index
Industrials		94.8	%
Information Technology		4.8	%
Health Care		0.4	%

FactSet Supply Chain Logistics
Index – Country

	% of Index
United States		42.2	%
Taiwan		9.7	%
Others		8.4	%
Canada		7.1	%
China		7.0	%
Spain		4.8	%
Australia		4.7	%
Japan		4.7	%
Denmark		4.0	%
Switzerland		3.9	%
Germany		3.5	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XLII :: SUPL SUPPLY CHAIN LOGISTICS ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

EXPENSE EXAMPLES

PROSHARES TRUST EXPENSE EXAMPLES (UNAUDITED) :: XLIII

As a shareholder, you incur two types of costs: (1) transaction costs for purchasing and selling shares and (2) ongoing costs, including advisory fees and other Fund expenses. The expense examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds.

Actual Expenses

The actual expense examples are based on an investment of $1,000 invested at the beginning of a six-month period and held through the period ended, May 31, 2022.

The first line in the following tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading "Expenses Paid During the Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The hypothetical expense examples are based on an investment of $1,000 invested at the beginning of a six month period and held through the period ended, May 31, 2022.

The second line in the following tables provides information about hypothetical account values and hypothetical expenses based on the Funds' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as brokerage charges. Therefore, the second line for each Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transaction costs were included, your costs would have been higher.

	Beginning Account Value 12/1/2021		Ending Account Value 05/31/22		Expenses Paid During the Period*		Annualized Expense Ratio During Period
Big Data Refiners ETF
Actual	$	1,000.00	$	603.00	$	2.32		0.58	%
Hypothetical	$	1,000.00	$	1,022.04	$	2.92		0.58	%
Bitcoin Strategy ETF
Actual	$	1,000.00	$	536.60	$	3.68		0.96	%
Hypothetical	$	1,000.00	$	1,020.14	$	4.84		0.96	%
Decline of the Retail Store ETF
Actual	$	1,000.00	$	1,096.70	$	3.40		0.65	%
Hypothetical	$	1,000.00	$	1,021.69	$	3.28		0.65	%
DJ Brookfield Global Infrastructure ETF
Actual	$	1,000.00	$	1,123.70	$	2.38		0.45	%
Hypothetical	$	1,000.00	$	1,022.69	$	2.27		0.45	%
Equities for Rising Rates ETF
Actual	$	1,000.00	$	1,118.70	$	1.85		0.35	%
Hypothetical	$	1,000.00	$	1,023.19	$	1.77		0.35	%
Global Listed Private Equity ETF
Actual	$	1,000.00	$	863.00	$	2.79		0.60	%
Hypothetical	$	1,000.00	$	1,021.94	$	3.02		0.60	%
Hedge Replication ETF
Actual	$	1,000.00	$	938.70	$	4.59		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
High Yield-Interest Rate Hedged
Actual	$	1,000.00	$	1,009.10	$	2.50		0.50	%
Hypothetical	$	1,000.00	$	1,022.44	$	2.52		0.50	%

XLIV :: EXPENSE EXAMPLES (UNAUDITED) PROSHARES TRUST

	Beginning Account Value 12/1/2021		Ending Account Value 05/31/22		Expenses Paid During the Period*		Annualized Expense Ratio During Period
Inflation Expectations ETF
Actual	$	1,000.00	$	1,098.70	$	1.67		0.32	%
Hypothetical	$	1,000.00	$	1,023.34	$	1.61		0.32	%
Investment Grade-Interest Rate Hedged
Actual	$	1,000.00	$	972.10	$	1.48		0.30	%
Hypothetical	$	1,000.00	$	1,023.44	$	1.51		0.30	%
K-1 Free Crude Oil Strategy ETF
Actual	$	1,000.00	$	1,739.30	$	5.05		0.74	%
Hypothetical	$	1,000.00	$	1,021.24	$	3.73		0.74	%
Large Cap Core Plus
Actual	$	1,000.00	$	946.40	$	2.18		0.45	%
Hypothetical	$	1,000.00	$	1,022.69	$	2.27		0.45	%
Long Online/Short Stores ETF
Actual	$	1,000.00	$	592.10	$	2.58		0.65	%
Hypothetical	$	1,000.00	$	1,021.69	$	3.28		0.65	%
Merger ETF
Actual	$	1,000.00	$	978.50	$	3.70		0.75	%
Hypothetical	$	1,000.00	$	1,021.19	$	3.78		0.75	%
Metaverse ETF (a)
Actual	$	1,000.00	$	888.80	$	1.16		0.58	%
Hypothetical	$	1,000.00	$	1,022.04	$	2.92		0.58	%
MSCI EAFE Dividend Growers ETF
Actual	$	1,000.00	$	838.40	$	2.29		0.50	%
Hypothetical	$	1,000.00	$	1,022.44	$	2.52		0.50	%
MSCI Emerging Markets Dividend Growers ETF
Actual	$	1,000.00	$	916.70	$	2.87		0.60	%
Hypothetical	$	1,000.00	$	1,021.94	$	3.02		0.60	%
MSCI Europe Dividend Growers ETF
Actual	$	1,000.00	$	845.50	$	2.53		0.55	%
Hypothetical	$	1,000.00	$	1,022.19	$	2.77		0.55	%
MSCI Transformational Changes ETF
Actual	$	1,000.00	$	772.40	$	1.99		0.45	%
Hypothetical	$	1,000.00	$	1,022.69	$	2.27		0.45	%
Nanotechnology ETF
Actual	$	1,000.00	$	785.50	$	2.58		0.58	%
Hypothetical	$	1,000.00	$	1,022.04	$	2.92		0.58	%
Nasdaq-100 Dorsey Wright Momentum ETF
Actual	$	1,000.00	$	776.20	$	2.57		0.58	%
Hypothetical	$	1,000.00	$	1,022.04	$	2.92		0.58	%
On-Demand ETF
Actual	$	1,000.00	$	606.00	$	2.32		0.58	%
Hypothetical	$	1,000.00	$	1,022.04	$	2.92		0.58	%

PROSHARES TRUST EXPENSE EXAMPLES (UNAUDITED) :: XLV

	Beginning Account Value 12/1/2021		Ending Account Value 05/31/22		Expenses Paid During the Period*		Annualized Expense Ratio During Period
Online Retail ETF
Actual	$	1,000.00	$	550.30	$	2.24		0.58	%
Hypothetical	$	1,000.00	$	1,022.04	$	2.92		0.58	%
Pet Care ETF
Actual	$	1,000.00	$	747.30	$	2.18		0.50	%
Hypothetical	$	1,000.00	$	1,022.44	$	2.52		0.50	%
Russell 2000 Dividend Growers ETF
Actual	$	1,000.00	$	1,005.10	$	2.00		0.40	%
Hypothetical	$	1,000.00	$	1,022.94	$	2.02		0.40	%
Russell U.S. Dividend Growers ETF
Actual	$	1,000.00	$	1,012.50	$	1.76		0.35	%
Hypothetical	$	1,000.00	$	1,023.19	$	1.77		0.35	%
S&P 500® Bond ETF
Actual	$	1,000.00	$	872.70	$	0.70		0.15	%
Hypothetical	$	1,000.00	$	1,024.18	$	0.76		0.15	%
S&P 500® Dividend Aristocrats ETF
Actual	$	1,000.00	$	1,008.50	$	1.75		0.35	%
Hypothetical	$	1,000.00	$	1,023.19	$	1.77		0.35	%
S&P 500® Ex-Energy ETF
Actual	$	1,000.00	$	891.30	$	0.75		0.16	%
Hypothetical	$	1,000.00	$	1,024.13	$	0.81		0.16	%
S&P 500® Ex-Financials ETF
Actual	$	1,000.00	$	906.00	$	0.76		0.16	%
Hypothetical	$	1,000.00	$	1,024.13	$	0.81		0.16	%
S&P 500® Ex-Health Care ETF
Actual	$	1,000.00	$	894.50	$	0.76		0.16	%
Hypothetical	$	1,000.00	$	1,024.13	$	0.81		0.16	%
S&P 500® Ex-Technology ETF
Actual	$	1,000.00	$	943.90	$	0.73		0.15	%
Hypothetical	$	1,000.00	$	1,024.18	$	0.76		0.15	%
S&P Kensho Cleantech ETF
Actual	$	1,000.00	$	685.50	$	2.44		0.58	%
Hypothetical	$	1,000.00	$	1,022.04	$	2.92		0.58	%
S&P Kensho Smart Factories ETF
Actual	$	1,000.00	$	806.30	$	2.61		0.58	%
Hypothetical	$	1,000.00	$	1,022.04	$	2.92		0.58	%
S&P MidCap 400® Dividend Aristocrats ETF
Actual	$	1,000.00	$	1,046.30	$	2.04		0.40	%
Hypothetical	$	1,000.00	$	1,022.94	$	2.02		0.40	%
S&P Technology Dividend Aristocrats ETF
Actual	$	1,000.00	$	937.90	$	2.17		0.45	%
Hypothetical	$	1,000.00	$	1,022.69	$	2.27		0.45	%

XLVI :: EXPENSE EXAMPLES (UNAUDITED) PROSHARES TRUST

	Beginning Account Value 12/1/2021		Ending Account Value 05/31/22		Expenses Paid During the Period*		Annualized Expense Ratio During Period
Smart Materials ETF
Actual	$	1,000.00	$	905.70	$	2.76		0.58	%
Hypothetical	$	1,000.00	$	1,022.04	$	2.92		0.58	%
Supply Chain Logistics ETF (b)
Actual	$	1,000.00	$	1,002.90	$	0.88		0.58	%
Hypothetical	$	1,000.00	$	1,022.04	$	2.92		0.58	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

(a)  The Fund commenced operations on March 15, 2022. Actual Expenses Paid During the Period are equal to the Fund's annualized net expense ratio, multiplied by the average account value over the period, multiplied by 77 divided by 365 (to reflect the actual days in the period). Hypothetical Expenses Paid During the Period are equal to the Fund's annualized net expense ratio, multiplied by the average account value over the period, multiplied by 182 divided by 365 (to reflect the one-half year period).

(b)  The Fund commenced operations on April 06, 2022. Actual Expenses Paid During the Period are equal to the Fund's annualized net expense ratio, multiplied by the average account value over the period, multiplied by 55 divided by 365 (to reflect the actual days in the period). Hypothetical Expenses Paid During the Period are equal to the Fund's annualized net expense ratio, multiplied by the average account value over the period, multiplied by 182 divided by 365 (to reflect the one-half year period).

PROSHARES TRUST EXPENSE EXAMPLES (UNAUDITED) :: XLVII

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SCHEDULE OF PORTFOLIO INVESTMENTS

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: 1

Investments	Shares		Value
Common Stocks — 99.8%
Commercial Services & Supplies — 0.6%
Sato Holdings Corp.		953	$	14,073
Communications Equipment — 3.7%
NetScout Systems, Inc.*		2,638		90,563
Diversified Consumer Services — 1.0%
2U, Inc.*		2,709		25,248
Electronic Equipment, Instruments & Components — 4.0%
Zebra Technologies Corp., Class A*		286		96,722
IT Services — 7.7%
Appen Ltd.		4,015		18,585
MongoDB, Inc.*		374		88,694
Snowflake, Inc., Class A*		487		62,165
SolarWinds Corp.		1,342		15,621
				185,065
Software — 82.8%
Alteryx, Inc., Class A*		2,171		120,816
CommVault Systems, Inc.*		1,636		99,812
Confluent, Inc., Class A*		2,221		46,930
Copperleaf Technologies, Inc.*		1,667		10,807
Couchbase, Inc.*(a)		860		12,195
Datadog, Inc., Class A*		1,024		97,679
Datto Holding Corp.*		1,008		35,391
Domo, Inc., Class B*		1,050		33,474
Dynatrace, Inc.*		2,841		107,020
Elastic NV*		1,493		92,043
Five9, Inc.*		1,308		126,497
Informatica, Inc., Class A*(a)		3,827		78,071
InterDigital, Inc.		1,116		72,864
LivePerson, Inc.*		2,448		41,077
MicroStrategy, Inc., Class A*(a)		267		70,672
New Relic, Inc.*		1,629		76,335
Nice Ltd.*		572		115,507
Nutanix, Inc., Class A*		5,215		84,483

Investments	Shares		Value
Common Stocks (continued)
Palantir Technologies, Inc., Class A*		8,863	$	76,931
Splunk, Inc.*		1,473		151,071
Sumo Logic, Inc.*		2,894		23,470
Teradata Corp.*		3,925		150,838
Tyler Technologies, Inc.*		335		119,200
Zendesk, Inc.*		1,736		158,757
				2,001,940
Total Common Stocks (Cost $3,944,222)				2,413,611
Securities Lending Reinvestments (b) — 6.4%
Investment Companies — 6.4%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $153,820)		153,820		153,820
Total Investments — 106.2% (Cost $4,098,042)				2,567,431
Liabilities in excess of other assets — (6.2%)				(150,015	)
Net Assets — 100.0%			$	2,417,416

*  Non-income producing security.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $160,639, collateralized in the form of cash with a value of $153,820 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments.

(b)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $153,820.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	26,232
Aggregate gross unrealized depreciation		(1,556,843	)
Net unrealized depreciation	$	(1,530,611	)
Federal income tax cost	$	4,098,042

Big Data Refiners ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

United States	93.2	%
Israel	4.8	%
Australia	0.8	%
Japan	0.6	%
Canada	0.4	%
Othera	0.2	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

2 :: DAT BIG DATA REFINERS ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 36.3%
U.S. Treasury Obligations — 36.3%
U.S. Treasury Bills 1.01%, 8/18/2022 (a) (Cost $299,346,100)	$	300,000,000	$	299,321,562
Total Investments — 36.3% (Cost $299,346,100)				299,321,562
Other assets less liabilities — 63.7%				524,601,514
Net Assets — 100.0%			$	823,923,076

(a)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	14,096,016
Aggregate gross unrealized depreciation		(16,026,326	)
Net unrealized depreciation	$	(1,930,310	)
Federal income tax cost	$	299,346,100

Futures Contracts Purchased

Bitcoin Strategy ETF had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
CME Bitcoin Futures		3,813	6/24/2022	USD	$	603,407,250	$	(16,001,788	)
CME Bitcoin Futures		1,389	7/29/2022	USD		220,399,575		14,096,016
							$	(1,905,772	)

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

PROSHARES TRUST CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: BITCOIN STRATEGY ETF BITO :: 3

Investments	Principal Amount		Value
Short-Term Investments — 80.5%
Repurchase Agreements (a) — 80.5%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $8,114,880 (Cost $8,114,718)	$	8,114,718	$	8,114,718
Total Investments — 80.5% (Cost $8,114,718)				8,114,718
Other assets less liabilities — 19.5%				1,964,705
Net Assets — 100.0%			$	10,079,423

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	817,692
Aggregate gross unrealized depreciation		(163,064	)
Net unrealized appreciation	$	654,628
Federal income tax cost	$	8,114,718

Swap Agreements^a

Decline of the Retail Store ETF had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(4,578,326	)	11/6/2023	BNP Paribas SA		(0.78	)%	Solactive- ProShares Bricks and Mortar Retail Store Index		(163,064	)		—			163,064		—
	(995,677	)	3/7/2023	Goldman Sachs International		0.17	%	Solactive- ProShares Bricks and Mortar Retail Store Index		159,440			(159,440	)		—		—
	(4,118,552	)	3/7/2023	Societe Generale		(0.08	)%	Solactive- ProShares Bricks and Mortar Retail Store Index		614,903			(614,903	)		—		—
								Solactive- ProShares Bricks and Mortar Retail
	(385,135	)	11/7/2022	UBS AG		(0.58	)%	Store Index		43,349			—			—		43,349
	(10,077,690	)								654,628
								Total Unrealized Appreciation		817,692
								Total Unrealized Depreciation		(163,064	)

See accompanying notes to the financial statements.

4 :: EMTY DECLINE OF THE RETAIL STORE ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: DECLINE OF THE RETAIL STORE ETF EMTY :: 5

Investments	Shares		Value
Common Stocks — 90.9%
Construction & Engineering — 4.7%
Ferrovial SA		56,894	$	1,466,496
Vinci SA		59,263		5,705,603
				7,172,099
Diversified Telecommunication Services — 2.9%
Cellnex Telecom SA (a)		65,563		2,958,288
China Tower Corp. Ltd., Class H (a)		4,910,062		575,652
Helios Towers plc*		44,733		64,147
Infrastrutture Wireless Italiane SpA (a)(b)		40,752		453,462
RAI Way SpA (a)		10,118		58,167
Vantage Towers AG		10,761		336,177
				4,445,893
Electric Utilities — 9.2%
Edison International		36,429		2,546,751
Elia Group SA/NV (b)		3,865		636,083
Elmera Group ASA (c)		10,425		26,584
Eversource Energy		32,973		3,044,067
Fortis, Inc. (b)		54,468		2,746,977
Hydro One Ltd. (a)		34,998		976,187
PG&E Corp.*		144,925		1,768,085
Red Electrica Corp. SA		49,653		1,028,253
Terna — Rete Elettrica Nazionale		161,656		1,369,276
				14,142,263
Equity Real Estate Investment Trusts (REITs) — 14.8%
American Tower Corp.		43,742		11,203,638
Crown Castle International Corp.		41,512		7,872,751
SBA Communications Corp.		10,448		3,516,901
				22,593,290
Gas Utilities — 9.1%
APA Group		135,348		1,105,368
Atmos Energy Corp.		12,990		1,510,867
Beijing Enterprises Holdings Ltd.		51,209		179,459
Brookfield Infrastructure Corp., Class A		4,029		284,246
Chesapeake Utilities Corp.		1,679		224,264
China Gas Holdings Ltd.		268,326		400,068
China Resources Gas Group Ltd.		99,022		414,527
Enagas SA		28,160		644,226
ENN Energy Holdings Ltd.		86,017		1,318,667
Hong Kong & China Gas Co. Ltd.		1,241,488		1,404,885
Italgas SpA		55,159		355,888
Kunlun Energy Co. Ltd.		446,041		384,244
Naturgy Energy Group SA		37,819		1,142,501
New Jersey Resources Corp.		9,451		433,990
Northwest Natural Holding Co.		3,029		164,444

Investments	Shares		Value
Common Stocks (continued)
ONE Gas, Inc.		5,218	$	454,070
Snam SpA		235,548		1,368,040
Southwest Gas Holdings, Inc.		6,302		586,905
Spire, Inc.		5,062		396,355
Toho Gas Co. Ltd.		10,691		230,537
Tokyo Gas Co. Ltd.		47,049		917,699
Towngas Smart Energy Co. Ltd.*		100,617		50,262
				13,971,512
Media — 0.4%
Eutelsat Communications SA		19,072		226,246
SES SA, ADR		43,575		415,874
				642,120
Multi-Utilities — 12.1%
ACEA SpA		4,503		81,795
CenterPoint Energy, Inc.		60,401		1,935,852
Consolidated Edison, Inc.		33,977		3,372,557
National Grid plc		445,364		6,571,689
NiSource, Inc.		37,436		1,177,362
NorthWestern Corp.		5,194		318,236
Sempra Energy		30,672		5,025,914
Unitil Corp.		1,560		90,184
				18,573,589
Oil, Gas & Consumable Fuels — 24.6%
Antero Midstream Corp.		31,767		344,990
Cheniere Energy, Inc.		22,652		3,098,114
Enbridge, Inc.		232,797		10,754,104
EnLink Midstream LLC*		24,840		283,176
Gibson Energy, Inc.		16,847		356,826
Hess Midstream LP, Class A		3,908		127,362
Keyera Corp.		25,394		676,785
Kinder Morgan, Inc.		187,297		3,687,878
Koninklijke Vopak NV		7,512		215,322
ONEOK, Inc.		42,766		2,816,141
Pembina Pipeline Corp. (b)		63,092		2,543,932
Plains GP Holdings LP, Class A*		18,962		226,785
Targa Resources Corp.		21,953		1,581,055
TC Energy Corp.		112,691		6,522,598
Williams Cos., Inc. (The)		116,701		4,324,939
				37,560,007
Transportation Infrastructure — 8.2%
Aena SME SA*(a)		8,445		1,288,750
Aeroports de Paris*		2,908		434,410
Atlantia SpA		57,786		1,400,156
Atlas Arteria Ltd.		108,501		559,855
Auckland International Airport Ltd.*		136,631		665,935

See accompanying notes to the financial statements.

6 :: TOLZ DJ BROOKFIELD GLOBAL INFRASTRUCTURE ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks (continued)
Beijing Capital International Airport Co. Ltd., Class H*		188,699	$	110,615
China Merchants Port Holdings Co. Ltd.		150,854		286,052
COSCO SHIPPING Ports Ltd.		170,953		128,751
Flughafen Zurich AG (Registered)*		2,185		369,026
Fraport AG Frankfurt Airport Services Worldwide*		4,183		236,658
Getlink SE		49,846		959,206
Grupo Aeroportuario del Centro Norte SAB de CV, ADR		3,725		215,156
Grupo Aeroportuario del Pacifico SAB de CV, ADR		3,985		599,264
Grupo Aeroportuario del Sureste SAB de CV, ADR		2,229		484,339
Hainan Meilan International Airport Co. Ltd.*(b)		13,491		27,370
Hamburger Hafen und Logistik AG		2,204		38,615
Hutchison Port Holdings Trust		536,243		128,698
Japan Airport Terminal Co. Ltd.*		10,582		435,659
Jiangsu Expressway Co. Ltd., Class H		138,851		143,501
Shenzhen Expressway Corp. Ltd., Class H*		70,295		74,351
Transurban Group		350,090		3,610,349
Westshore Terminals Investment Corp.		4,316		123,524
Yuexiu Transport Infrastructure Ltd.		94,771		58,695
Zhejiang Expressway Co. Ltd., Class H*		162,926		143,883
				12,522,818
Water Utilities — 4.9%
American States Water Co.		3,626		287,361
American Water Works Co., Inc.		17,406		2,632,658
Beijing Enterprises Water Group Ltd.		514,121		170,343
California Water Service Group		5,135		275,595
China Water Affairs Group Ltd.		85,100		84,697
Cia de Saneamento Basico do Estado de Sao Paulo, ADR*		39,096		376,494
Essential Utilities, Inc.		22,276		1,030,488
Pennon Group plc		31,570		398,211
Severn Trent plc		29,106		1,069,119
SJW Group		2,720		168,232
United Utilities Group plc		78,345		1,044,484
				7,537,682
Total Common Stocks (Cost $126,038,742)				139,161,273

Investments	Shares		Value
Master Limited Partnerships — 8.0%
Multi-Utilities — 0.7%
Brookfield Infrastructure Partners LP		17,158	$	1,023,646
Oil, Gas & Consumable Fuels — 7.3%
Cheniere Energy Partners LP		4,729		254,279
Crestwood Equity Partners LP		6,754		196,812
DCP Midstream LP		8,989		322,795
Energy Transfer LP		230,479		2,687,385
Enterprise Products Partners LP		142,521		3,907,926
Genesis Energy LP		11,122		136,133
Holly Energy Partners LP		4,696		89,224
Magellan Midstream Partners LP		20,464		1,057,989
MPLX LP		35,974		1,185,343
NuStar Energy LP		9,366		150,324
Plains All American Pipeline LP		44,690		509,019
Shell Midstream Partners LP		12,028		170,076
Western Midstream Partners LP		18,652		515,728
				11,183,033
Total Master Limited Partnerships (Cost $12,858,321)				12,206,679
Closed End Funds — 0.5%
Capital Markets — 0.5%
3i Infrastructure plc		69,886		306,901
Hicl Infrastructure plc		220,076		490,852
Total Closed End Funds (Cost $767,597)				797,753
Securities Lending Reinvestments (d) — 2.1%
Investment Companies — 2.1%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $3,153,905)		3,153,905		3,153,905
	Principal Amount
Short-Term Investments — 0.2%
Repurchase Agreements (e) — 0.2%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $274,056 (Cost $274,050)	$	274,050		274,050
Total Investments — 101.7% (Cost $143,092,615)				155,593,660
Liabilities in excess of other assets — (1.7%)				(2,611,769	)
Net Assets — 100.0%			$	152,981,891

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: DJ BROOKFIELD GLOBAL INFRASTRUCTURE ETF TOLZ :: 7

*  Non-income producing security.

(a)  Security exempt from registration pursuant to Regulation S under the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States and as such may have restrictions on resale.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $3,446,739, collateralized in the form of cash with a value of $3,153,905 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $470,309 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 3.00%, and maturity dates ranging from August 11, 2022 - May 15, 2049. The total value of collateral is $3,624,214.

(c)  Securities exempt from registration under Rule 144A or section 4(2), of the Securities Act of 1933. Under procedures approved by the Board of Trustees, such securities have been determined to be liquid by the investment adviser and may be resold, normally to qualified institutional buyers in transactions exempt from registration.

(d)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $3,153,905.

(e)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Abbreviations

ADR  American Depositary Receipt

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	23,035,865
Aggregate gross unrealized depreciation		(6,588,594	)
Net unrealized appreciation	$	16,447,271
Federal income tax cost	$	139,146,389

DJ Brookfield Global Infrastructure ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

United States	50.8	%
Canada	17.0	%
United Kingdom	6.5	%
Spain	5.6	%
France	4.8	%
Australia	3.5	%
Italy	3.3	%
China	2.1	%
Hong Kong	1.8	%
Japan	1.0	%
Mexico	0.9	%
New Zealand	0.4	%
Belgium	0.4	%
Germany	0.4	%
Luxembourg	0.3	%
Brazil	0.2	%
Switzerland	0.2	%
Netherlands	0.1	%
Singapore	0.1	%
Norway	0.0	%*
Othera	0.6	%
	100.0	%

*  Amount represents less than 0.05%.

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

8 :: TOLZ DJ BROOKFIELD GLOBAL INFRASTRUCTURE ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 99.7%
Aerospace & Defense — 1.3%
Textron, Inc.		21,345	$	1,393,615
Airlines — 2.2%
Southwest Airlines Co.*		24,124		1,106,327
United Airlines Holdings, Inc.*		24,793		1,180,890
				2,287,217
Auto Components — 0.9%
Aptiv plc*		9,054		961,897
Automobiles — 0.9%
General Motors Co.*		24,526		948,666
Banks — 19.1%
Bank of America Corp.		73,427		2,731,485
Citizens Financial Group, Inc.		65,947		2,728,886
Huntington Bancshares, Inc.		209,223		2,904,015
JPMorgan Chase & Co.		22,630		2,992,365
M&T Bank Corp.		17,494		3,148,395
PNC Financial Services Group, Inc. (The)		16,346		2,867,252
SVB Financial Group*		5,476		2,675,409
				20,047,807
Capital Markets — 7.6%
Charles Schwab Corp. (The)		35,178		2,465,978
Raymond James Financial, Inc.		29,386		2,894,227
State Street Corp.		35,477		2,571,728
				7,931,933
Chemicals — 14.3%
Albemarle Corp.		9,836		2,561,491
Celanese Corp.		14,851		2,324,479
Dow, Inc.		33,093		2,249,662
Eastman Chemical Co.		19,344		2,130,935
LyondellBasell Industries NV, Class A		19,886		2,271,976
Mosaic Co. (The)		30,013		1,880,314
PPG Industries, Inc.		12,403		1,568,855
				14,987,712
Consumer Finance — 4.3%
American Express Co.		8,439		1,424,672
Capital One Financial Corp.		11,815		1,510,666
Synchrony Financial		43,795		1,622,167
				4,557,505

Investments	Shares		Value
Common Stocks (continued)
Containers & Packaging — 4.2%
Avery Dennison Corp.		12,366	$	2,133,877
International Paper Co.		46,225		2,239,601
				4,373,478
Energy Equipment & Services — 2.7%
Schlumberger NV		61,272		2,816,061
Hotels, Restaurants & Leisure — 3.6%
Carnival Corp.*(a)		58,209		807,941
Las Vegas Sands Corp.*		27,310		968,413
Marriott International, Inc., Class A		6,242		1,071,002
MGM Resorts International		25,370		887,189
				3,734,545
Industrial Conglomerates — 1.3%
General Electric Co.		17,079		1,337,115
IT Services — 1.5%
FleetCor Technologies, Inc.*		6,523		1,622,988
Machinery — 2.9%
Parker-Hannifin Corp.		5,530		1,505,100
Westinghouse Air Brake Technologies Corp.		16,533		1,561,707
				3,066,807
Media — 0.9%
Interpublic Group of Cos., Inc. (The)		29,371		946,627
Metals & Mining — 3.2%
Freeport-McMoRan, Inc.		41,217		1,610,760
Nucor Corp.		13,584		1,799,337
				3,410,097
Oil, Gas & Consumable Fuels — 26.6%
Devon Energy Corp. (a)		42,832		3,208,117
Exxon Mobil Corp.		31,417		3,016,032
Hess Corp.		24,537		3,019,769
Marathon Oil Corp.		102,775		3,230,218
Marathon Petroleum Corp.		32,551		3,313,366
ONEOK, Inc.		37,033		2,438,623
Phillips 66		31,918		3,217,653
Pioneer Natural Resources Co.		10,420		2,896,135
Valero Energy Corp.		27,520		3,566,592
				27,906,505

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: EQUITIES FOR RISING RATES ETF EQRR :: 9

Investments	Shares		Value
Common Stocks (continued)
Textiles, Apparel & Luxury Goods — 0.9%
VF Corp.		18,661	$	941,634
Trading Companies & Distributors — 1.3%
United Rentals, Inc.*		4,412		1,315,570
Total Common Stocks (Cost $104,365,519)				104,587,779
	Principal Amount
Short-Term Investments — 0.1%
Repurchase Agreements (b) — 0.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $80,596 (Cost $80,595)	$	80,595		80,595
Total Investments — 99.8% (Cost $104,446,114)				104,668,374
Other assets less liabilities — 0.2%				262,191
Net Assets — 100.0%			$	104,930,565

*  Non-income producing security.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $3,485,972, collateralized in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 30, 2022 - August 15, 2050. The total value of collateral is $3,665,539.

(b)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	7,186,814
Aggregate gross unrealized depreciation		(6,990,145	)
Net unrealized appreciation	$	196,669
Federal income tax cost	$	104,471,705

See accompanying notes to the financial statements.

10 :: EQRR EQUITIES FOR RISING RATES ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 86.9%
Capital Markets — 68.4%
3i Group plc		89,271	$	1,428,065
Apollo Investment Corp.		14,141		175,348
Ares Capital Corp.		72,468		1,404,430
AURELIUS Equity Opportunities SE & Co. KGaA*		6,406		188,709
FS KKR Capital Corp.		59,187		1,279,623
Gimv NV		2,726		159,494
Goldman Sachs BDC, Inc.		21,385		386,855
Golub Capital BDC, Inc.		35,863		507,103
Hercules Capital, Inc.		25,997		366,038
IP Group plc		225,846		248,019
Main Street Capital Corp.		15,322		584,228
Molten Ventures plc*		28,925		195,546
New Mountain Finance Corp.		19,723		255,018
Oaktree Specialty Lending Corp.		35,544		246,675
Onex Corp.		15,936		950,856
Prospect Capital Corp.		63,529		488,538
Ratos AB, Class B		43,810		240,001
Sixth Street Specialty Lending, Inc.		16,917		350,013
SLR Investment Corp.		10,299		163,754
VNV Global AB*		26,016		88,656
				9,706,969
Diversified Financial Services — 18.5%
Compass Diversified Holdings		13,228		300,011
Eurazeo SE		8,501		656,177
Kinnevik AB, Class B*(a)		53,864		1,074,693
Wendel SE		5,792		595,374
				2,626,255
Total Common Stocks (Cost $14,212,277)				12,333,224
Closed End Funds — 12.6%
Capital Markets — 12.6%
Apax Global Alpha Ltd. (b)		92,847		214,572
HBM Healthcare Investments AG Class A*(a)		1,305		371,419
HgCapital Trust plc		93,253		447,706
Oakley Capital Investments Ltd.		37,798		183,611
Princess Private Equity Holding Ltd.		14,578		181,151
Syncona Ltd.*		145,541		385,132
Total Closed End Funds (Cost $1,572,057)				1,783,591
Securities Lending Reinvestments (c) — 0.3%
Investment Companies — 0.3%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $38,824)		38,824		38,824

Investments	Principal Amount		Value
Short-Term Investments — 0.4%
Repurchase Agreements (d) — 0.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $63,474 (Cost $63,472)	$	63,472	$	63,472
Total Investments — 100.2% (Cost $15,886,630)				14,219,111
Liabilities in excess of other assets — (0.2%)				(25,555	)
Net Assets — 100.0%			$	14,193,556

*  Non-income producing security.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $264,142, collateralized in the form of cash with a value of $38,824 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $243,461 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 2.88%, and maturity dates ranging from December 31, 2022 - May 15, 2043. The total value of collateral is $282,285.

(b)  Security exempt from registration pursuant to Regulation S under the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States and as such may have restrictions on resale.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $38,824.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	897,152
Aggregate gross unrealized depreciation		(3,684,151	)
Net unrealized depreciation	$	(2,786,999	)
Federal income tax cost	$	17,006,110

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: GLOBAL LISTED PRIVATE EQUITY ETF PEX :: 11

Global Listed Private Equity ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

United States	45.9	%
United Kingdom	23.2	%
Sweden	9.9	%
France	8.8	%
Canada	6.7	%
Switzerland	2.6	%
Germany	1.3	%
Belgium	1.1	%
Othera	0.5	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

12 :: PEX GLOBAL LISTED PRIVATE EQUITY ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

	Percentage of Net Assets			Shares		Value
Common Stocks — 20.5%
AMC Entertainment Holdings, Inc., Class A* (Entertainment)		0.1	%		1,901	$	27,260
Antero Resources Corp.* (Oil, Gas & Consumable Fuels)		0.1	%		1,053		45,153
Avis Budget Group, Inc.* (Road & Rail)		0.1	%		151		28,732
Biohaven Pharmaceutical Holding Co. Ltd.* (Biotechnology)		0.1	%		205		29,465
BJ's Wholesale Club Holdings, Inc.* (Food & Staples Retailing)		0.1	%		504		29,167
Chart Industries, Inc.* (Machinery)		0.1	%		134		23,568
Chesapeake Energy Corp. (Oil, Gas & Consumable Fuels)		0.1	%		387		37,686
CMC Materials, Inc. (Semiconductors & Semiconductor Equipment)		0.0	%		104		18,402
EastGroup Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		0.1	%		148		23,909
EMCOR Group, Inc. (Construction & Engineering)		0.0	%		197		20,809
First Financial Bankshares, Inc. (Banks)		0.0	%		480		19,795
Glacier Bancorp, Inc. (Banks)		0.0	%		405		19,606
Halozyme Therapeutics, Inc.* (Biotechnology)		0.1	%		509		23,404
HealthEquity, Inc.* (Health Care Providers & Services)		0.0	%		302		18,899
Helmerich & Payne, Inc. (Energy Equipment & Services)		0.0	%		380		19,133
II-VI, Inc.* (Electronic Equipment, Instruments & Components)		0.1	%		391		24,437
Independence Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		0.0	%		814		19,137
KBR, Inc. (Professional Services)		0.1	%		519		25,825
Lattice Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		0.1	%		500		26,010
LHC Group, Inc.* (Health Care Providers & Services)		0.0	%		113		18,833
Light & Wonder, Inc.* (Hotels, Restaurants & Leisure)		0.0	%		355		18,744
Livent Corp.* (Chemicals)		0.0	%		597		18,979
Macy's, Inc. (Multiline Retail)		0.1	%		1,110		26,252
Matador Resources Co. (Oil, Gas & Consumable Fuels)		0.1	%		407		24,786

	Percentage of Net Assets			Shares		Value
Common Stocks (continued)
Murphy Oil Corp. (Oil, Gas & Consumable Fuels)		0.1	%		539	$	22,864
Murphy USA, Inc. (Specialty Retail)		0.1	%		86		21,424
Ovintiv, Inc. (Oil, Gas & Consumable Fuels)		0.1	%		966		54,086
PDC Energy, Inc. (Oil, Gas & Consumable Fuels)		0.1	%		359		28,411
Performance Food Group Co.* (Food & Staples Retailing)		0.1	%		559		24,227
Power Integrations, Inc. (Semiconductors & Semiconductor Equipment)		0.0	%		218		18,395
Range Resources Corp.* (Oil, Gas & Consumable Fuels)		0.1	%		880		29,876
RBC Bearings, Inc.* (Machinery)		0.0	%		103		19,198
Rogers Corp.* (Electronic Equipment, Instruments & Components)		0.0	%		69		18,311
Saia, Inc.* (Road & Rail)		0.0	%		98		19,364
Sailpoint Technologies Holdings, Inc.* (Software)		0.0	%		336		21,316
Shockwave Medical, Inc.* (Health Care Equipment & Supplies)		0.0	%		125		20,526
Silicon Laboratories, Inc.* (Semiconductors & Semiconductor Equipment)		0.0	%		139		20,733
SM Energy Co. (Oil, Gas & Consumable Fuels)		0.0	%		441		21,287
SouthState Corp. (Banks)		0.1	%		284		22,953
Southwest Gas Holdings, Inc. (Gas Utilities)		0.1	%		242		22,537
Southwestern Energy Co.* (Oil, Gas & Consumable Fuels)		0.1	%		3,743		34,136
STAG Industrial, Inc. (Equity Real Estate Investment Trusts (REITs))		0.1	%		660		21,978
Synaptics, Inc.* (Semiconductors & Semiconductor Equipment)		0.1	%		145		21,477
Tenet Healthcare Corp.* (Health Care Providers & Services)		0.1	%		392		25,366
Tetra Tech, Inc. (Commercial Services & Supplies)		0.1	%		199		26,859
Texas Roadhouse, Inc. (Hotels, Restaurants & Leisure)		0.0	%		258		20,116
United Bankshares, Inc. (Banks)		0.0	%		487		18,292
Valley National Bancorp (Banks)		0.0	%		1,475		18,747
WESCO International, Inc.* (Trading Companies & Distributors)		0.0	%		164		20,595

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: HEDGE REPLICATION ETF HDG :: 13

	Percentage of Net Assets			Shares		Value
Common Stocks (continued)
WillScot Mobile Mini Holdings Corp.* (Construction & Engineering)		0.1	%		768	$	27,441
Other Common Stocks (a)		17.7	%		390,579		7,763,677
Total Common Stocks (Cost $9,812,543)							8,972,183
				No. of Rights
Rights — 0.0% (b)
Contra Aduro Biotech I, CVR*(a)(c)(d)		0.0	%		39		—
Tobira Therapeutics, Inc., CVR*(c)(d)		0.0	%		10		—
Zogenix, Inc., CVR*(c)(d)		0.0	%		231		157
Total Rights (Cost $117)							157
				Shares
Securities Lending Reinvestments (e) — 0.0% (b)
Investment Companies — 0.0% (b)
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $9)		0.0	%		9		9
				Principal Amount
Short-Term Investments — 78.7%
Repurchase Agreements (f) — 4.7%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $2,063,177 (Cost $2,063,136)				$	2,063,136		2,063,136
U.S. Treasury Obligations — 74.0%
U.S. Treasury Bills 0.90%, 8/4/2022 (g) (Cost $32,468,327)					32,520,000		32,467,844
Total Short-Term Investments (Cost $34,531,463)							34,530,980
Total Investments — 99.2% (Cost $44,344,132)							43,503,329
Other assets less liabilities — 0.8%							358,528
Net Assets — 100.0%						$	43,861,857

*  Non-income producing security.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $4,995, collateralized in the form of cash with a value of $9 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $5,334 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.75%, and maturity dates ranging from June 30, 2022 - November 15, 2051. The total value of collateral is $5,343.

(b)  Represents less than 0.05% of net assets.

(c)  Illiquid security.

(d)  Security fair valued as of May 31, 2022 in accordance with procedures approved by the Board of Trustees. Total value of all such securities at May 31, 2022 amounted to $157, which represents approximately 0.00% of net assets of the Fund.

(e)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $9.

(f)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(g)  The rate shown was the current yield as of May 31, 2022.

Abbreviations

CVR  Contingent Value Rights — No defined expiration

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,205,149
Aggregate gross unrealized depreciation		(3,746,677	)
Net unrealized depreciation	$	(2,541,528	)
Federal income tax cost	$	44,594,896

Futures Contracts Purchased

Hedge Replication ETF had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency		Notional Amount		Value and Unrealized Appreciation
E-Mini Euro		111	6/13/2022	USD	$		7,451,569	$	121,549

See accompanying notes to the financial statements.

14 :: HDG HEDGE REPLICATION ETF :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Swap Agreements^a

Hedge Replication ETF had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	57,785	4/10/2023	Credit Suisse International		1.28	%	Russell 2000® Total Return Index		(17,778	)
	830,757	4/10/2023	Credit Suisse International		1.13	%	iShares® MSCI Emerging Markets ETFf		(158,779	)
	888,542								(176,557	)		—		176,557		—
	255,455	4/10/2023	Morgan Stanley & Co. International plc		1.28	%	iShares® MSCI Emerging Markets ETFf		(46,952	)		—		46,952		—
	214,365	3/7/2023	Societe Generale		1.18	%	Russell 2000® Total Return Index		(117,335	)
	739,655	3/7/2023	Societe Generale		1.33	%	S&P 500® Total Return Index		1,060
	1,243,727	3/7/2023	Societe Generale		1.33	%	iShares® MSCI EAFE ETFf		(145,078	)
	1,484,174	3/7/2023	Societe Generale		0.58	%	iShares® MSCI Emerging Markets ETFf		(298,086	)
	3,681,921								(559,439	)		—		559,439		—
	54,057	3/7/2023	UBS AG		0.83	%	Russell 2000® Total Return Index		(119,846	)
	326,180	11/6/2023	UBS AG		0.63	%	iShares® MSCI Emerging Markets ETFf		(435,703	)
	939,008	1/8/2024	UBS AG		1.03	%	iShares® MSCI EAFE ETFf		(233,013	)
	1,319,245								(788,562	)		—		788,562		—
	6,145,163								(1,571,510	)
							Total Unrealized Appreciation		1,060
							Total Unrealized Depreciation		(1,572,570	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: HEDGE REPLICATION ETF HDG :: 15

Hedge Replication ETF invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Aerospace & Defense	0.2	%
Air Freight & Logistics	0.1	%
Airlines	0.1	%
Auto Components	0.3	%
Automobiles	0.0	%*
Banks	1.9	%
Beverages	0.1	%
Biotechnology	1.2	%
Building Products	0.3	%
Capital Markets	0.3	%
Chemicals	0.4	%
Commercial Services & Supplies	0.4	%
Communications Equipment	0.1	%
Construction & Engineering	0.3	%
Construction Materials	0.0	%*
Consumer Finance	0.2	%
Containers & Packaging	0.1	%
Distributors	0.0	%*
Diversified Consumer Services	0.1	%
Diversified Financial Services	0.0	%*
Diversified Telecommunication Services	0.1	%
Electric Utilities	0.1	%
Electrical Equipment	0.2	%
Electronic Equipment, Instruments & Components	0.5	%
Energy Equipment & Services	0.3	%
Entertainment	0.1	%
Equity Real Estate Investment Trusts (REITs)	1.5	%
Food & Staples Retailing	0.2	%
Food Products	0.2	%
Gas Utilities	0.3	%
Health Care Equipment & Supplies	0.7	%
Health Care Providers & Services	0.6	%
Health Care Technology	0.1	%
Hotels, Restaurants & Leisure	0.5	%
Household Durables	0.4	%
Household Products	0.1	%
Independent Power and Renewable Electricity Producers	0.1	%
Insurance	0.4	%
Interactive Media & Services	0.1	%
Internet & Direct Marketing Retail	0.1	%
IT Services	0.3	%
Leisure Products	0.1	%
Life Sciences Tools & Services	0.1	%
Machinery	0.7	%
Marine	0.0	%*
Media	0.2	%
Metals & Mining	0.3	%
Mortgage Real Estate Investment Trusts (REITs)	0.3	%
Multiline Retail	0.1	%
Multi-Utilities	0.1	%
Oil, Gas & Consumable Fuels	1.4	%

See accompanying notes to the financial statements.

16 :: HDG HEDGE REPLICATION ETF :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Paper & Forest Products	0.0	%*
Personal Products	0.1	%
Pharmaceuticals	0.3	%
Professional Services	0.4	%
Real Estate Management & Development	0.1	%
Road & Rail	0.2	%
Semiconductors & Semiconductor Equipment	0.7	%
Software	1.0	%
Specialty Retail	0.5	%
Technology Hardware, Storage & Peripherals	0.0	%*
Textiles, Apparel & Luxury Goods	0.1	%
Thrifts & Mortgage Finance	0.3	%
Tobacco	0.0	%*
Trading Companies & Distributors	0.4	%
Water Utilities	0.1	%
Wireless Telecommunication Services	0.0	%*
Othera	79.5	%
	100.0	%

*  Amount represents less than 0.05%.

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: HEDGE REPLICATION ETF HDG :: 17

Investments	Principal Amount		Value
Corporate Bonds — 95.6%
Aerospace & Defense — 3.1%
Bombardier, Inc.
7.88%, 4/15/2027 (a)(b)	$	1,330,000	$	1,217,781
Rolls-Royce plc
5.75%, 10/15/2027 (b)		486,000		483,585
Spirit AeroSystems, Inc.
7.50%, 4/15/2025 (b)		480,000		481,200
TransDigm, Inc.
6.25%, 3/15/2026 (b)		1,281,000		1,309,925
5.50%, 11/15/2027		1,074,000		1,028,237
				4,520,728
Airlines — 3.7%
Air Canada
3.88%, 8/15/2026 (b)		494,000		460,433
American Airlines, Inc.
5.50%, 4/20/2026 (b)		1,784,000		1,763,484
5.75%, 4/20/2029 (b)		993,000		961,323
Hawaiian Brand Intellectual Property Ltd.
5.75%, 1/20/2026 (b)		522,000		514,812
United Airlines, Inc.
4.38%, 4/15/2026 (b)		421,000		407,465
4.63%, 4/15/2029 (b)		1,305,000		1,226,700
				5,334,217
Auto Components — 1.7%
Allison Transmission, Inc.
3.75%, 1/30/2031 (b)		621,000		531,789
Clarios Global LP
8.50%, 5/15/2027 (b)		837,000		834,907
Icahn Enterprises LP
6.25%, 5/15/2026		921,000		926,942
5.25%, 5/15/2027		169,000		163,384
				2,457,022
Automobiles — 0.9%
Aston Martin Capital Holdings Ltd.
10.50%, 11/30/2025 (b)		463,000		455,405
Ford Motor Co.
3.25%, 2/12/2032		957,000		803,097
				1,258,502
Building Products — 1.2%
Builders FirstSource, Inc.
4.25%, 2/1/2032 (b)		541,000		481,328
SRM Escrow Issuer LLC
6.00%, 11/1/2028 (b)		425,000		396,797
Standard Industries, Inc.
4.38%, 7/15/2030 (b)		381,000		340,995
3.38%, 1/15/2031 (b)		554,000		467,188
				1,686,308

Investments	Principal Amount		Value
Corporate Bonds (continued)
Capital Markets — 2.1%
Coinbase Global, Inc.
3.63%, 10/1/2031 (b)	$	1,052,000	$	712,730
Compass Group Diversified Holdings LLC
5.25%, 4/15/2029 (b)		363,000		327,510
Deutsche Bank AG
(SOFR + 2.76%), 3.73%, 1/14/2032 (c)		765,000		635,262
MSCI, Inc.
4.00%, 11/15/2029 (b)		850,000		807,134
3.88%, 2/15/2031 (b)		648,000		604,325
				3,086,961
Chemicals — 1.6%
NOVA Chemicals Corp.
4.88%, 6/1/2024 (b)		891,000		877,492
5.25%, 6/1/2027 (b)		24,000		23,344
SCIH Salt Holdings, Inc.
4.88%, 5/1/2028 (b)		377,000		350,610
Tronox, Inc.
4.63%, 3/15/2029 (b)		532,000		488,142
WR Grace Holdings LLC
5.63%, 8/15/2029 (b)		651,000		533,820
				2,273,408
Commercial Services & Supplies — 3.7%
Allied Universal Holdco LLC
6.63%, 7/15/2026 (b)		1,230,000		1,219,001
Aramark Services, Inc.
6.38%, 5/1/2025 (b)		11,000		11,192
5.00%, 2/1/2028 (a)(b)		1,392,000		1,355,808
Madison IAQ LLC
5.88%, 6/30/2029 (b)		494,000		386,555
Nielsen Finance LLC
5.63%, 10/1/2028 (b)		498,000		494,265
Prime Security Services Borrower LLC
5.75%, 4/15/2026 (b)		1,203,000		1,189,791
6.25%, 1/15/2028 (a)(b)		200,000		184,160
Vericast Corp.
11.00%, 9/15/2026 (b)		491,000		488,545
				5,329,317
Communications Equipment — 1.0%
Avaya, Inc.
6.13%, 9/15/2028 (b)		488,000		340,275
CommScope, Inc.
6.00%, 3/1/2026 (b)		924,000		903,210
4.75%, 9/1/2029 (b)		173,000		152,146
				1,395,631

See accompanying notes to the financial statements.

18 :: HYHG HIGH YIELD—INTEREST RATE HEDGED :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Corporate Bonds (continued)
Construction & Engineering — 0.2%
Brand Industrial Services, Inc.
8.50%, 7/15/2025 (b)	$	387,000	$	317,340
Consumer Finance — 1.8%
Curo Group Holdings Corp.
7.50%, 8/1/2028 (b)		208,000		150,800
Ford Motor Credit Co. LLC
3.38%, 11/13/2025		985,000		944,201
OneMain Finance Corp.
6.13%, 3/15/2024		582,000		596,003
7.13%, 3/15/2026		726,000		743,424
VistaJet Malta Finance plc
6.38%, 2/1/2030 (b)		257,000		218,450
				2,652,878
Containers & Packaging — 1.9%
Ardagh Metal Packaging Finance USA LLC
4.00%, 9/1/2029 (b)		460,000		396,704
Ardagh Packaging Finance plc
4.13%, 8/15/2026 (b)		579,000		540,190
Ball Corp.
2.88%, 8/15/2030		840,000		726,118
Clydesdale Acquisition Holdings, Inc.
8.75%, 4/15/2030 (a)(b)		246,000		219,014
Pactiv Evergreen Group Issuer, Inc.
4.00%, 10/15/2027 (b)		390,000		352,950
Trivium Packaging Finance BV
5.50%, 8/15/2026 (b)(d)		467,000		464,088
				2,699,064
Diversified Financial Services — 1.5%
Jefferies Finance LLC
5.00%, 8/15/2028 (b)		416,000		375,174
Midcap Financial Issuer Trust
6.50%, 5/1/2028 (b)		494,000		420,998
MPH Acquisition Holdings LLC
5.75%, 11/1/2028 (a)(b)		981,000		873,319
Verscend Escrow Corp.
9.75%, 8/15/2026 (b)		518,000		533,022
				2,202,513
Diversified Telecommunication Services — 6.8%
Altice France SA
5.13%, 7/15/2029 (b)		1,507,000		1,315,423
5.50%, 10/15/2029 (b)		600,000		520,500
CCO Holdings LLC
4.75%, 3/1/2030 (b)		916,000		848,106
4.25%, 2/1/2031 (b)		1,640,000		1,446,808

Investments	Principal Amount		Value
Corporate Bonds (continued)
Frontier Communications Holdings LLC
5.00%, 5/1/2028 (a)(b)	$	1,076,000	$	1,000,943
Iliad Holding SASU
6.50%, 10/15/2026 (b)		671,000		648,582
Intelsat Jackson Holdings SA
6.50%, 3/15/2030 (b)		1,000,000		935,000
Level 3 Financing, Inc.
4.25%, 7/1/2028 (b)		92,000		80,960
Lumen Technologies, Inc.
5.13%, 12/15/2026 (a)(b)		937,000		866,725
Virgin Media Secured Finance plc
5.50%, 5/15/2029 (b)		535,000		526,060
Windstream Escrow LLC
7.75%, 8/15/2028 (b)		497,000		456,368
Zayo Group Holdings, Inc.
4.00%, 3/1/2027 (b)		1,395,000		1,216,928
6.13%, 3/1/2028 (b)		38,000		30,400
				9,892,803
Electric Utilities — 2.1%
FirstEnergy Corp.
Series C, 5.35%, 7/15/2047 (d)		262,000		243,154
NRG Energy, Inc.
3.63%, 2/15/2031 (b)		27,000		23,693
3.88%, 2/15/2032 (b)		927,000		814,416
PG&E Corp.
5.00%, 7/1/2028 (a)		164,000		154,973
5.25%, 7/1/2030		777,000		716,775
Vistra Operations Co. LLC
5.63%, 2/15/2027 (b)		725,000		725,362
5.00%, 7/31/2027 (b)		406,000		397,192
				3,075,565
Electrical Equipment — 0.4%
Sensata Technologies BV
4.00%, 4/15/2029 (b)		601,000		578,282
Energy Equipment & Services — 0.5%
Weatherford International Ltd.
8.63%, 4/30/2030 (b)		791,000		745,623
Entertainment — 1.2%
Lions Gate Capital Holdings LLC
5.50%, 4/15/2029 (b)		498,000		433,260
Live Nation Entertainment, Inc.
6.50%, 5/15/2027 (b)		864,000		894,810
ROBLOX Corp.
3.88%, 5/1/2030 (a)(b)		449,000		398,443
				1,726,513

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: HIGH YIELD—INTEREST RATE HEDGED HYHG :: 19

Investments	Principal Amount		Value
Corporate Bonds (continued)
Equity Real Estate Investment Trusts (REITs) — 3.0%
Diversified Healthcare Trust
9.75%, 6/15/2025	$	367,000	$	385,130
HAT Holdings I LLC
3.38%, 6/15/2026 (b)		427,000		394,516
Iron Mountain, Inc.
5.25%, 7/15/2030 (b)		215,000		206,155
4.50%, 2/15/2031 (b)		948,000		850,453
SBA Communications Corp.
3.88%, 2/15/2027		126,000		123,354
3.13%, 2/1/2029		1,297,000		1,160,815
Uniti Group LP
7.88%, 2/15/2025 (b)		772,000		792,535
6.50%, 2/15/2029 (b)		600,000		507,000
				4,419,958
Food & Staples Retailing — 1.6%
Albertsons Cos., Inc.
4.63%, 1/15/2027 (b)		645,000		624,212
3.50%, 3/15/2029 (b)		488,000		424,711
Performance Food Group, Inc.
5.50%, 10/15/2027 (b)		777,000		764,211
4.25%, 8/1/2029 (b)		100,000		88,846
US Foods, Inc.
6.25%, 4/15/2025 (b)		488,000		502,030
				2,404,010
Food Products — 1.5%
NBM US Holdings, Inc.
7.00%, 5/14/2026 (b)		397,000		410,101
Pilgrim's Pride Corp.
4.25%, 4/15/2031 (b)		520,000		484,242
Post Holdings, Inc.
4.63%, 4/15/2030 (b)		548,000		492,926
4.50%, 9/15/2031 (b)		984,000		863,322
				2,250,591
Health Care Equipment & Supplies — 2.0%
Avantor Funding, Inc.
4.63%, 7/15/2028 (b)		613,000		596,774
Mozart Debt Merger Sub, Inc.
3.88%, 4/1/2029 (b)		1,142,000		1,032,083
5.25%, 10/1/2029 (a)(b)		1,402,000		1,239,017
				2,867,874
Health Care Providers & Services — 4.6%
Community Health Systems, Inc.
8.00%, 3/15/2026 (b)		921,000		921,405
5.63%, 3/15/2027 (b)		794,000		740,445
DaVita, Inc.
4.63%, 6/1/2030 (b)		1,814,000		1,576,152
3.75%, 2/15/2031 (b)		206,000		168,061

Investments	Principal Amount		Value
Corporate Bonds (continued)
Envision Healthcare Corp.
8.75%, 10/15/2026 (b)	$	480,000	$	144,000
RegionalCare Hospital Partners Holdings, Inc.
9.75%, 12/1/2026 (b)		548,000		557,524
Select Medical Corp.
6.25%, 8/15/2026 (b)		469,000		467,860
Tenet Healthcare Corp.
4.88%, 1/1/2026 (b)		1,448,000		1,447,276
6.13%, 10/1/2028 (b)		698,000		677,297
				6,700,020
Health Care Technology — 0.3%
IQVIA, Inc.
5.00%, 5/15/2027 (b)		490,000		488,775
Hotels, Restaurants & Leisure — 8.5%
1011778 BC ULC
3.88%, 1/15/2028 (b)		1,156,000		1,094,848
4.00%, 10/15/2030 (b)		1,251,000		1,097,752
Caesars Entertainment, Inc.
6.25%, 7/1/2025 (b)		767,000		776,189
8.13%, 7/1/2027 (b)		1,172,000		1,192,158
Carnival Corp.
5.75%, 3/1/2027 (b)		1,367,000		1,209,795
4.00%, 8/1/2028 (b)		1,283,000		1,163,168
CDI Escrow Issuer, Inc.
5.75%, 4/1/2030 (b)		500,000		489,995
Cedar Fair LP
5.50%, 5/1/2025 (b)		455,000		461,920
Fertitta Entertainment LLC
4.63%, 1/15/2029 (b)		177,000		161,070
6.75%, 1/15/2030 (b)		739,000		638,984
Hilton Domestic Operating Co., Inc.
4.00%, 5/1/2031 (b)		293,000		269,194
3.63%, 2/15/2032 (b)		1,366,000		1,196,206
Mohegan Gaming & Entertainment
8.00%, 2/1/2026 (b)		463,000		428,048
NCL Corp. Ltd.
5.88%, 3/15/2026 (b)		941,000		842,214
Royal Caribbean Cruises Ltd.
11.50%, 6/1/2025 (b)		480,000		520,306
5.50%, 4/1/2028 (b)		730,000		616,054
Yum! Brands, Inc.
3.63%, 3/15/2031		310,000		274,177
				12,432,078
Independent Power and Renewable Electricity Producers — 0.8%
Calpine Corp.
4.50%, 2/15/2028 (b)		796,000		760,936
5.13%, 3/15/2028 (b)		405,000		377,966
				1,138,902

See accompanying notes to the financial statements.

20 :: HYHG HIGH YIELD—INTEREST RATE HEDGED :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Corporate Bonds (continued)
Insurance — 1.3%
Alliant Holdings Intermediate LLC
6.75%, 10/15/2027 (b)	$	553,000	$	533,756
HUB International Ltd.
7.00%, 5/1/2026 (b)		552,000		550,747
NFP Corp.
6.88%, 8/15/2028 (b)		871,000		756,899
				1,841,402
Interactive Media & Services — 0.2%
Twitter, Inc.
5.00%, 3/1/2030 (b)		340,000		337,450
Internet & Direct Marketing Retail — 0.0% (e)
Rakuten Group, Inc.
(US Treasury Yield Curve Rate T Note Constant Maturity 5 Year + 4.96%), 6.25%, 4/22/2031 (b)(c)(f)		33,000		28,298
IT Services — 0.8%
Black Knight InfoServ LLC
3.63%, 9/1/2028 (b)		407,000		381,563
Block, Inc.
2.75%, 6/1/2026 (a)(b)		893,000		823,636
				1,205,199
Machinery — 0.4%
TK Elevator US Newco, Inc.
5.25%, 7/15/2027 (b)		549,000		537,439
Media — 10.0%
AMC Networks, Inc.
4.25%, 2/15/2029		440,000		400,137
Clear Channel Outdoor Holdings, Inc.
5.13%, 8/15/2027 (b)		775,000		713,387
7.50%, 6/1/2029 (b)		300,000		243,810
CSC Holdings LLC
5.75%, 1/15/2030 (b)		1,025,000		848,188
4.63%, 12/1/2030 (b)		923,000		724,924
Diamond Sports Group LLC
5.38%, 8/15/2026 (b)		500,000		165,000
6.63%, 8/15/2027 (b)		2,488,000		472,720
Directv Financing LLC
5.88%, 8/15/2027 (b)		1,496,000		1,410,728
DISH DBS Corp.
5.25%, 12/1/2026 (b)		2,234,000		1,888,965
Gray Escrow II, Inc.
5.38%, 11/15/2031 (b)		458,000		415,488
iHeartCommunications, Inc.
8.38%, 5/1/2027 (a)		648,000		605,232

Investments	Principal Amount		Value
Corporate Bonds (continued)
News Corp.
3.88%, 5/15/2029 (b)	$	463,000	$	426,548
Nexstar Media, Inc.
5.63%, 7/15/2027 (b)		762,000		762,674
4.75%, 11/1/2028 (b)		552,000		520,260
Radiate Holdco LLC
6.50%, 9/15/2028 (b)		449,000		373,159
Sirius XM Radio, Inc.
4.00%, 7/15/2028 (b)		816,000		756,718
Stagwell Global LLC
5.63%, 8/15/2029 (b)		533,000		479,354
TEGNA, Inc.
4.63%, 3/15/2028		717,000		700,739
5.00%, 9/15/2029 (a)		347,000		339,798
Terrier Media Buyer, Inc.
8.88%, 12/15/2027 (b)		446,000		404,295
Univision Communications, Inc.
6.63%, 6/1/2027 (b)		226,000		226,647
4.50%, 5/1/2029 (b)		924,000		843,150
UPC Broadband Finco BV
4.88%, 7/15/2031 (b)		497,000		455,815
VZ Secured Financing BV
5.00%, 1/15/2032 (b)		400,000		361,875
				14,539,611
Metals & Mining — 1.3%
First Quantum Minerals Ltd.
6.88%, 10/15/2027 (b)		1,221,000		1,218,071
FMG Resources August 2006 Pty. Ltd.
4.38%, 4/1/2031 (b)		120,000		107,044
Novelis Corp.
4.75%, 1/30/2030 (b)		674,000		638,652
				1,963,767
Multiline Retail — 0.2%
NMG Holding Co., Inc.
7.13%, 4/1/2026 (b)		304,000		301,443
Oil, Gas & Consumable Fuels — 9.0%
Cheniere Energy Partners LP
4.50%, 10/1/2029		1,279,000		1,251,924
CITGO Petroleum Corp.
7.00%, 6/15/2025 (b)		428,000		429,284
Comstock Resources, Inc.
6.75%, 3/1/2029 (b)		646,000		645,092
CQP Holdco LP
5.50%, 6/15/2031 (b)		587,000		556,002
CrownRock LP
5.63%, 10/15/2025 (b)		525,000		529,064
DT Midstream, Inc.
4.38%, 6/15/2031 (b)		2,003,000		1,871,758

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: HIGH YIELD—INTEREST RATE HEDGED HYHG :: 21

Investments	Principal Amount		Value
Corporate Bonds (continued)
Endeavor Energy Resources LP
5.75%, 1/30/2028 (b)	$	202,000	$	206,006
EQM Midstream Partners LP
4.75%, 1/15/2031 (b)		407,000		353,072
Genesis Energy LP
8.00%, 1/15/2027		430,000		424,148
ITT Holdings LLC
6.50%, 8/1/2029 (b)		509,000		436,162
Matador Resources Co.
5.88%, 9/15/2026		381,000		384,810
MEG Energy Corp.
7.13%, 2/1/2027 (b)		328,000		343,285
New Fortress Energy, Inc.
6.75%, 9/15/2025 (b)		523,000		514,867
6.50%, 9/30/2026 (b)		697,000		677,345
NGL Energy Operating LLC
7.50%, 2/1/2026 (b)		819,000		767,812
Occidental Petroleum Corp.
6.45%, 9/15/2036		1,033,000		1,155,586
PBF Holding Co. LLC
9.25%, 5/15/2025 (b)		413,000		430,573
Southwestern Energy Co.
5.38%, 3/15/2030		251,000		255,047
4.75%, 2/1/2032		804,000		783,062
Tullow Oil plc
10.25%, 5/15/2026 (b)		660,000		641,395
Venture Global Calcasieu Pass LLC
4.13%, 8/15/2031 (b)		455,000		427,141
3.88%, 11/1/2033 (b)		126,000		114,874
				13,198,309
Pharmaceuticals — 2.8%
Bausch Health Americas, Inc.
8.50%, 1/31/2027 (a)(b)		858,000		681,595
Bausch Health Cos., Inc.
5.50%, 11/1/2025 (b)		577,000		544,671
Organon & Co.
4.13%, 4/30/2028 (b)		1,588,000		1,524,548
5.13%, 4/30/2031 (b)		671,000		643,086
Par Pharmaceutical, Inc.
7.50%, 4/1/2027 (b)		843,000		659,647
				4,053,547
Real Estate Management & Development — 0.3%
Realogy Group LLC
5.25%, 4/15/2030 (b)		524,000		455,705
Road & Rail — 1.2%
Hertz Corp. (The)
5.00%, 12/1/2029 (b)		468,000		409,486
Uber Technologies, Inc.
8.00%, 11/1/2026 (b)		1,354,000		1,399,366
				1,808,852

Investments	Principal Amount		Value
Corporate Bonds (continued)
Software — 1.8%
Condor Merger Sub, Inc.
7.38%, 2/15/2030 (b)	$	879,000	$	766,084
NCR Corp.
5.13%, 4/15/2029 (b)		476,000		452,014
SS&C Technologies, Inc.
5.50%, 9/30/2027 (b)		632,000		636,930
Veritas US, Inc.
7.50%, 9/1/2025 (b)		934,000		817,997
				2,673,025
Specialty Retail — 2.6%
Bath & Body Works, Inc.
6.63%, 10/1/2030 (b)		464,000		463,172
Carvana Co.
10.25%, 5/1/2030 (b)		500,000		446,200
LCM Investments Holdings II LLC
4.88%, 5/1/2029 (b)		415,000		353,787
Michaels Cos., Inc. (The)
7.88%, 5/1/2029 (a)(b)		401,000		287,353
PetSmart, Inc.
4.75%, 2/15/2028 (b)		628,000		577,760
7.75%, 2/15/2029 (b)		457,000		422,515
Staples, Inc.
7.50%, 4/15/2026 (b)		1,165,000		1,078,382
10.75%, 4/15/2027 (a)(b)		221,000		181,220
				3,810,389
Thrifts & Mortgage Finance — 0.7%
Rocket Mortgage LLC
3.88%, 3/1/2031 (b)		1,192,000		1,002,770
Trading Companies & Distributors — 3.4%
Fortress Transportation and Infrastructure Investors LLC
5.50%, 5/1/2028 (b)		699,000		600,930
H&E Equipment Services, Inc.
3.88%, 12/15/2028 (b)		510,000		444,924
Herc Holdings, Inc.
5.50%, 7/15/2027 (b)		712,000		713,780
Imola Merger Corp.
4.75%, 5/15/2029 (b)		703,000		662,050
United Rentals North America, Inc.
4.88%, 1/15/2028		1,277,000		1,270,615
WESCO Distribution, Inc.
7.13%, 6/15/2025 (b)		962,000		1,001,057
7.25%, 6/15/2028 (b)		228,000		239,414
				4,932,770

See accompanying notes to the financial statements.

22 :: HYHG HIGH YIELD—INTEREST RATE HEDGED :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Corporate Bonds (continued)
Wireless Telecommunication Services — 1.9%
Sprint Corp.
7.63%, 3/1/2026	$	159,000	$	176,455
T-Mobile USA, Inc.
4.75%, 2/1/2028		570,000		572,250
3.50%, 4/15/2031		897,000		824,971
Vmed O2 UK Financing I plc
4.25%, 1/31/2031 (b)		1,112,000		978,560
4.75%, 7/15/2031 (b)		188,000		170,845
				2,723,081
Total Corporate Bonds (Cost $150,950,686)				139,347,940
	Shares
Securities Lending Reinvestments (g) — 2.2%
Investment Companies — 2.2%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $3,173,875)		3,173,875		3,173,875
	Principal Amount
Short-Term Investments — 0.5%
Repurchase Agreements (h) — 0.5%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $773,951 (Cost $773,935)	$	773,935		773,935
Total Investments — 98.3% (Cost $154,898,496)				143,295,750
Other assets less liabilities — 1.7%				2,540,237
Net Assets — 100.0%			$	145,835,987

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was

$3,987,037, collateralized in the form of cash with a value of $3,173,875 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $1,051,926 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 15, 2022 - February 15, 2051. The total value of collateral is $4,225,801.

(b)  Securities exempt from registration under Rule 144A or section 4(2), of the Securities Act of 1933. Under procedures approved by the Board of Trustees, such securities have been determined to be liquid by the investment adviser and may be resold, normally to qualified institutional buyers in transactions exempt from registration.

(c)  Variable or floating rate security, linked to the referenced benchmark. The interest rate shown is the rate in effect as of May 31, 2022.

(d)  Step bond. Interest rate is a fixed rate for an initial period that either resets at a specific date or may reset in the future at a contingent upon predetermined trigger. The interest rate shown was the current rate as of May 31, 2022.

(e)  Represents less than 0.05% of net assets.

(f)  Perpetual security. The rate reflected was the rate in effect on May 31, 2022. The maturity date reflects the next call date.

(g)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $3,173,875.

(h)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,172,960
Aggregate gross unrealized depreciation		(12,184,014	)
Net unrealized depreciation	$	(11,011,054	)
Federal income tax cost	$	154,983,272

Futures Contracts Sold

High Yield-Interest Rate Hedged had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
U.S. Treasury 10 Year Note		533	9/21/2022	USD	$	63,668,516	$	415,718
U.S. Treasury 2 Year Note		48	9/30/2022	USD		10,132,875		8,423
U.S. Treasury 5 Year Note		577	9/30/2022	USD		65,173,953		252,327
							$	676,468

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: HIGH YIELD—INTEREST RATE HEDGED HYHG :: 23

Investments	Principal Amount		Value
Short-Term Investments — 91.6%
Repurchase Agreements (a) — 91.6%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $57,972,297 (Cost $57,971,129)	$	57,971,129	$	57,971,129
Total Investments — 91.6% (Cost $57,971,129)				57,971,129
Other assets less liabilities — 8.4%				5,314,950
Net Assets — 100.0%			$	63,286,079

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(2,165,666	)
Net unrealized depreciation	$	(2,165,666	)
Federal income tax cost	$	57,971,129

Swap Agreements^a

Inflation Expectations ETF had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	11,361,847	2/8/2023	Citibank NA		0.57	%	FTSE 30-Year TIPS (Treasury Rate-Hedged) Index (long exposure to 30-year Treasury Inflation- Protected Securities (TIPS) bond)f		(126,815	)
	54,396,082	2/8/2023	Citibank NA		0.48	%	FTSE 30-Year TIPS (Treasury Rate-Hedged) Index (long exposure to 30-year Treasury Bond inverse index)f		(1,043,099	)
	65,757,929								(1,169,914	)		—		1,169,914		—
	47,626,489	2/8/2023	Societe Generale		0.37	%	FTSE 30-Year TIPS (Treasury Rate-Hedged) Index (long exposure to 30-year Treasury Bond inverse index)f		(504,235	)

See accompanying notes to the financial statements.

24 :: RINF INFLATION EXPECTATIONS ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	51,868,164	2/8/2023	Societe Generale		0.92	%	FTSE 30-Year TIPS (Treasury Rate-Hedged) Index (long exposure to 30-year Treasury Inflation- Protected Securities (TIPS) bond)f		(491,517	)
	99,494,653								(995,752	)		—		995,752		—
	165,252,582								(2,165,666	)
							Total Unrealized Depreciation		(2,165,666	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  Certain underlying component disclosures related to this index may be found on the website at www.proshares.com/media/FTSE30-Year_TIPS_May.pdf

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: INFLATION EXPECTATIONS ETF RINF :: 25

Investments	Principal Amount		Value
Corporate Bonds — 94.8%
Aerospace & Defense — 1.3%
Lockheed Martin Corp.
4.07%, 12/15/2042	$	2,226,000	$	2,177,649
Raytheon Technologies Corp.
4.50%, 6/1/2042		6,318,000		6,304,144
				8,481,793
Air Freight & Logistics — 0.5%
United Parcel Service, Inc. 6.20%, 1/15/2038		2,656,000		3,174,276
Automobiles — 1.2%
Daimler Finance North America LLC
8.50%, 1/18/2031		2,632,000		3,391,454
General Motors Co.
6.25%, 10/2/2043		2,321,000		2,373,034
5.20%, 4/1/2045		2,558,000		2,312,250
				8,076,738
Banks — 25.6%
Banco Santander SA
3.80%, 2/23/2028		598,000		571,511
4.38%, 4/12/2028		2,402,000		2,349,692
3.31%, 6/27/2029		1,944,000		1,804,673
3.49%, 5/28/2030		1,690,000		1,550,203
Bank of America Corp.
6.11%, 1/29/2037		669,000		761,984
7.75%, 5/14/2038		2,459,000		3,209,731
5.88%, 2/7/2042		6,234,000		7,087,553
5.00%, 1/21/2044		1,912,000		1,969,723
Bank of America NA
6.00%, 10/15/2036		3,213,000		3,695,667
Barclays plc
5.25%, 8/17/2045		1,071,000		1,082,731
4.95%, 1/10/2047		4,337,000		4,308,671
Citigroup, Inc.
4.13%, 7/25/2028		6,797,000		6,688,248
6.63%, 6/15/2032		1,929,000		2,194,621
8.13%, 7/15/2039		1,190,000		1,652,190
6.68%, 9/13/2043		2,820,000		3,369,391
4.65%, 7/30/2045		3,210,000		3,141,037
4.75%, 5/18/2046		135,000		129,185
Cooperatieve Rabobank UA
5.25%, 5/24/2041		2,548,000		2,866,432
5.75%, 12/1/2043		762,000		830,456
5.25%, 8/4/2045		2,922,000		2,992,911
Fifth Third Bancorp
8.25%, 3/1/2038		1,701,000		2,285,032
HSBC Holdings plc
4.95%, 3/31/2030		8,452,000		8,558,867

Investments	Principal Amount		Value
Corporate Bonds (continued)
6.50%, 5/2/2036	$	4,901,000	$	5,455,487
6.50%, 9/15/2037		954,000		1,063,746
5.25%, 3/14/2044		3,772,000		3,716,023
ING Groep NV
4.55%, 10/2/2028		1,851,000		1,849,270
4.05%, 4/9/2029		2,150,000		2,073,928
JPMorgan Chase & Co.
6.40%, 5/15/2038		3,766,000		4,469,793
5.50%, 10/15/2040		75,000		82,318
5.60%, 7/15/2041		3,417,000		3,793,007
5.40%, 1/6/2042		2,752,000		2,963,557
5.63%, 8/16/2043		4,023,000		4,416,326
4.85%, 2/1/2044		149,000		151,765
4.95%, 6/1/2045		2,409,000		2,457,992
Lloyds Banking Group plc
4.38%, 3/22/2028		1,944,000		1,937,042
4.55%, 8/16/2028		1,820,000		1,829,109
4.34%, 1/9/2048		4,020,000		3,467,711
Mitsubishi UFJ Financial Group, Inc.
3.96%, 3/2/2028		1,039,000		1,023,609
4.05%, 9/11/2028		4,856,000		4,775,483
3.74%, 3/7/2029		3,015,000		2,896,215
3.20%, 7/18/2029		1,396,000		1,288,767
2.56%, 2/25/2030		5,496,000		4,815,270
3.75%, 7/18/2039		526,000		473,100
Mizuho Financial Group, Inc.
4.02%, 3/5/2028		2,368,000		2,334,562
2.56%, 9/13/2031		1,751,000		1,435,114
PNC Bank NA
4.05%, 7/26/2028		2,097,000		2,085,480
Royal Bank of Canada
2.30%, 11/3/2031		4,445,000		3,780,544
Sumitomo Mitsui Financial Group, Inc.
1.90%, 9/17/2028		2,000		1,732
3.04%, 7/16/2029		5,226,000		4,778,339
2.75%, 1/15/2030		4,510,000		4,009,143
2.13%, 7/8/2030		4,046,000		3,416,564
Toronto-Dominion Bank (The)
3.20%, 3/10/2032		2,000,000		1,834,013
Wells Fargo & Co.
5.38%, 11/2/2043		3,973,000		4,151,795
5.61%, 1/15/2044		1,878,000		2,006,858
4.65%, 11/4/2044		2,255,000		2,141,683
3.90%, 5/1/2045		4,254,000		3,905,252
4.90%, 11/17/2045		953,000		935,388
4.40%, 6/14/2046		1,687,000		1,582,505
4.75%, 12/7/2046		2,480,000		2,414,369
Wells Fargo Bank NA
6.60%, 1/15/2038		1,800,000		2,176,334

See accompanying notes to the financial statements.

26 :: IGHG INVESTMENT GRADE—INTEREST RATE HEDGED :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Corporate Bonds (continued)
Westpac Banking Corp.
3.40%, 1/25/2028	$	1,693,000	$	1,651,246
1.95%, 11/20/2028		1,885,000		1,672,622
2.15%, 6/3/2031 (a)		2,207,000		1,892,113
4.42%, 7/24/2039		2,110,000		1,953,856
2.96%, 11/16/2040		2,818,000		2,109,901
				170,369,440
Beverages — 3.9%
Anheuser-Busch InBev Worldwide, Inc.
4.95%, 1/15/2042		2,422,000		2,431,740
3.75%, 7/15/2042		1,912,000		1,638,754
Coca-Cola Co. (The)
1.00%, 3/15/2028		4,366,000		3,834,169
2.13%, 9/6/2029		711,000		646,711
3.45%, 3/25/2030		2,470,000		2,449,177
1.65%, 6/1/2030		1,164,000		1,007,752
1.38%, 3/15/2031		48,000		40,049
2.50%, 6/1/2040		5,309,000		4,297,935
2.60%, 6/1/2050		3,685,000		2,831,835
3.00%, 3/5/2051		4,167,000		3,463,711
2.50%, 3/15/2051		1,930,000		1,460,979
Molson Coors Beverage Co.
5.00%, 5/1/2042		1,951,000		1,887,074
				25,989,886
Biotechnology — 0.8%
AbbVie, Inc. 4.40%, 11/6/2042		5,568,000		5,328,054
Capital Markets — 6.3%
Credit Suisse Group AG
4.88%, 5/15/2045		3,322,000		3,082,503
Goldman Sachs Group, Inc. (The)
6.75%, 10/1/2037		10,884,000		12,839,934
6.25%, 2/1/2041		2,122,000		2,503,677
5.15%, 5/22/2045		2,931,000		3,017,974
Jefferies Group LLC
4.15%, 1/23/2030		1,406,000		1,321,976
Morgan Stanley
6.38%, 7/24/2042		2,491,000		3,016,204
4.30%, 1/27/2045		5,019,000		4,779,117
4.38%, 1/22/2047		4,307,000		4,146,816
Nomura Holdings, Inc.
2.17%, 7/14/2028		896,000		782,854
3.10%, 1/16/2030		3,273,000		2,921,684
2.68%, 7/16/2030		2,053,000		1,757,738
2.61%, 7/14/2031		1,883,000		1,571,475
				41,741,952

Investments	Principal Amount		Value
Corporate Bonds (continued)
Communications Equipment — 1.3%
Cisco Systems, Inc.
5.90%, 2/15/2039	$	5,489,000	$	6,443,398
5.50%, 1/15/2040		2,175,000		2,467,353
				8,910,751
Consumer Finance — 1.1%
Ally Financial, Inc.
8.00%, 11/1/2031		3,556,000		4,195,013
American Express Co.
4.05%, 12/3/2042		1,824,000		1,689,140
Toyota Motor Credit Corp.
3.38%, 4/1/2030		1,793,000		1,727,171
				7,611,324
Diversified Financial Services — 3.1%
Berkshire Hathaway, Inc.
4.50%, 2/11/2043		1,556,000		1,541,537
Shell International Finance BV
4.13%, 5/11/2035		1,427,000		1,420,864
6.38%, 12/15/2038		2,857,000		3,499,480
5.50%, 3/25/2040		3,292,000		3,679,172
4.55%, 8/12/2043		3,000		3,008
4.38%, 5/11/2045		4,304,000		4,231,242
4.00%, 5/10/2046		2,667,000		2,494,427
3.75%, 9/12/2046		4,018,000		3,612,461
				20,482,191
Diversified Telecommunication Services — 4.6%
AT&T, Inc.
5.35%, 9/1/2040		1,676,000		1,766,081
Telefonica Emisiones SA
7.05%, 6/20/2036		2,440,000		2,870,250
5.21%, 3/8/2047		4,914,000		4,637,446
4.90%, 3/6/2048		1,582,000		1,425,400
Verizon Communications, Inc.
4.33%, 9/21/2028		2,810,000		2,853,813
4.50%, 8/10/2033		2,994,000		3,033,509
4.27%, 1/15/2036		3,189,000		3,156,206
5.25%, 3/16/2037		2,033,000		2,205,565
4.81%, 3/15/2039		3,218,000		3,343,291
4.86%, 8/21/2046		4,937,000		5,133,089
				30,424,650
Electric Utilities — 0.3%
Duke Energy Florida LLC
6.40%, 6/15/2038		1,134,000		1,369,335
Georgia Power Co.
4.30%, 3/15/2042		425,000		385,573
				1,754,908

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: INVESTMENT GRADE—INTEREST RATE HEDGED IGHG :: 27

Investments	Principal Amount		Value
Corporate Bonds (continued)
Electrical Equipment — 0.2%
Eaton Corp. 4.15%, 11/2/2042	$	1,365,000	$	1,279,848
Energy Equipment & Services — 0.7%
Baker Hughes Holdings LLC
5.13%, 9/15/2040		1,921,000		1,977,929
Halliburton Co.
7.45%, 9/15/2039		2,008,000		2,456,739
				4,434,668
Entertainment — 2.6%
Netflix, Inc.
4.88%, 4/15/2028		3,665,000		3,634,374
5.88%, 11/15/2028		2,549,000		2,650,960
TWDC Enterprises 18 Corp.
4.13%, 6/1/2044		4,663,000		4,419,908
Walt Disney Co. (The)
2.20%, 1/13/2028		278,000		259,611
3.80%, 3/22/2030		4,159,000		4,120,637
2.65%, 1/13/2031		742,000		672,239
6.65%, 11/15/2037		1,469,000		1,829,640
				17,587,369
Food & Staples Retailing — 0.6%
Walmart, Inc.
5.25%, 9/1/2035		2,980,000		3,423,971
6.50%, 8/15/2037		434,000		563,292
				3,987,263
Food Products — 0.6%
Kraft Heinz Foods Co.
5.00%, 6/4/2042		2,041,000		1,956,484
Unilever Capital Corp.
5.90%, 11/15/2032		1,876,000		2,186,131
				4,142,615
Health Care Equipment & Supplies — 1.1%
Medtronic, Inc.
4.38%, 3/15/2035		5,065,000		5,300,906
4.63%, 3/15/2045		2,167,000		2,285,802
				7,586,708
Health Care Providers & Services — 2.7%
Anthem, Inc.
4.65%, 1/15/2043		2,056,000		2,073,314
Ascension Health
3.95%, 11/15/2046		1,493,000		1,410,105
UnitedHealth Group, Inc.
3.85%, 6/15/2028		3,773,000		3,833,145
2.88%, 8/15/2029		1,353,000		1,284,593

Investments	Principal Amount		Value
Corporate Bonds (continued)
2.00%, 5/15/2030	$	3,010,000	$	2,651,437
4.63%, 7/15/2035		2,897,000		3,035,876
6.88%, 2/15/2038		642,000		816,363
4.75%, 7/15/2045		2,740,000		2,857,137
				17,961,970
Household Products — 0.3%
Procter & Gamble Co. (The)
3.00%, 3/25/2030		2,138,000		2,055,627
1.20%, 10/29/2030 (a)		61,000		50,796
1.95%, 4/23/2031		40,000		35,291
				2,141,714
Industrial Conglomerates — 2.5%
GE Capital International Funding Co. Unlimited Co.
4.42%, 11/15/2035		12,231,000		12,077,868
General Electric Co.
6.75%, 3/15/2032		3,788,000		4,399,573
				16,477,441
Insurance — 1.4%
AXA SA
8.60%, 12/15/2030		2,240,000		2,760,598
MetLife, Inc.
5.70%, 6/15/2035		2,508,000		2,835,342
4.88%, 11/13/2043		447,000		460,314
4.05%, 3/1/2045		1,879,000		1,743,695
Prudential plc
3.13%, 4/14/2030		1,713,000		1,593,753
				9,393,702
IT Services — 2.2%
International Business Machines Corp.
3.50%, 5/15/2029		7,995,000		7,722,103
4.15%, 5/15/2039		4,861,000		4,544,837
4.00%, 6/20/2042		3,028,000		2,742,390
4.25%, 5/15/2049		11,000		10,307
				15,019,637
Machinery — 0.4%
Caterpillar, Inc. 3.80%, 8/15/2042		2,858,000		2,707,895
Media — 2.7%
Comcast Corp.
4.25%, 1/15/2033		3,103,000		3,153,624
Paramount Global
6.88%, 4/30/2036		1,637,000		1,837,860
4.38%, 3/15/2043		2,941,000		2,445,668
Time Warner Cable LLC
6.55%, 5/1/2037		5,870,000		6,188,042
7.30%, 7/1/2038		334,000		368,723

See accompanying notes to the financial statements.

28 :: IGHG INVESTMENT GRADE—INTEREST RATE HEDGED :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Corporate Bonds (continued)
6.75%, 6/15/2039	$	2,803,000	$	2,988,403
Time Warner Entertainment Co. LP
8.38%, 7/15/2033		1,043,000		1,260,381
				18,242,701
Metals & Mining — 3.4%
BHP Billiton Finance USA Ltd.
4.13%, 2/24/2042		2,061,000		1,976,140
5.00%, 9/30/2043		4,252,000		4,548,639
Rio Tinto Finance USA Ltd.
5.20%, 11/2/2040		1,930,000		2,094,921
Southern Copper Corp.
6.75%, 4/16/2040		1,465,000		1,744,053
5.25%, 11/8/2042		3,790,000		3,917,344
5.88%, 4/23/2045 (a)		1,958,000		2,157,540
Vale Overseas Ltd.
6.88%, 11/21/2036		3,723,000		4,188,040
6.88%, 11/10/2039		1,608,000		1,819,468
				22,446,145
Multiline Retail — 0.3%
Target Corp. 4.00%, 7/1/2042 (a)		1,902,000		1,840,518
Multi-Utilities — 0.7%
Berkshire Hathaway Energy Co. 6.13%, 4/1/2036		3,823,000		4,398,812
Oil, Gas & Consumable Fuels — 6.1%
Canadian Natural Resources Ltd.
6.25%, 3/15/2038		1,926,000		2,120,958
Cenovus Energy, Inc.
6.75%, 11/15/2039		2,432,000		2,740,810
CNOOC Finance 2015 USA LLC
4.38%, 5/2/2028		2,372,000		2,434,760
CNOOC Petroleum North America ULC
6.40%, 5/15/2037		1,811,000		2,007,950
ConocoPhillips
6.50%, 2/1/2039		3,170,000		3,911,476
ConocoPhillips Co.
6.95%, 4/15/2029		1,681,000		1,988,656
Ecopetrol SA
5.88%, 5/28/2045		3,530,000		2,877,268
Hess Corp.
5.60%, 2/15/2041		2,320,000		2,362,891
Kinder Morgan Energy Partners LP
6.95%, 1/15/2038		2,033,000		2,319,253
Kinder Morgan, Inc.
7.75%, 1/15/2032		1,223,000		1,465,502
Phillips 66
5.88%, 5/1/2042		2,593,000		2,892,387

Investments	Principal Amount		Value
Corporate Bonds (continued)
Suncor Energy, Inc.
6.50%, 6/15/2038	$	1,954,000	$	2,236,276
TotalEnergies Capital SA
3.88%, 10/11/2028		1,946,000		1,961,922
TransCanada PipeLines Ltd.
6.20%, 10/15/2037		1,534,000		1,749,340
7.63%, 1/15/2039		2,370,000		3,075,591
Valero Energy Corp.
6.63%, 6/15/2037		2,586,000		2,965,467
Williams Cos., Inc. (The)
6.30%, 4/15/2040		1,352,000		1,491,965
				40,602,472
Pharmaceuticals — 6.1%
AstraZeneca plc
6.45%, 9/15/2037		5,757,000		7,216,384
4.00%, 9/18/2042		1,216,000		1,170,851
4.38%, 11/16/2045		24,000		24,234
GlaxoSmithKline Capital, Inc.
3.88%, 5/15/2028		1,962,000		2,004,226
6.38%, 5/15/2038		5,859,000		7,243,337
Johnson & Johnson
5.95%, 8/15/2037		2,215,000		2,733,026
Merck & Co., Inc.
4.15%, 5/18/2043		2,387,000		2,346,592
Novartis Capital Corp.
4.40%, 5/6/2044		3,502,000		3,600,213
Pfizer, Inc.
4.00%, 12/15/2036		956,000		957,211
7.20%, 3/15/2039		6,219,000		8,400,093
4.40%, 5/15/2044		1,874,000		1,897,981
4.13%, 12/15/2046		5,000		4,925
Wyeth LLC
5.95%, 4/1/2037		2,713,000		3,245,130
				40,844,203
Software — 1.3%
Oracle Corp.
6.50%, 4/15/2038		4,429,000		4,779,230
6.13%, 7/8/2039		1,808,000		1,878,092
5.38%, 7/15/2040		1,824,000		1,741,641
				8,398,963
Specialty Retail — 0.9%
Home Depot, Inc. (The) 5.88%, 12/16/2036		4,802,000		5,755,785
Technology Hardware, Storage & Peripherals — 2.5%
Apple, Inc.
3.85%, 5/4/2043		3,844,000		3,708,200
4.45%, 5/6/2044		1,846,000		1,922,029

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: INVESTMENT GRADE—INTEREST RATE HEDGED IGHG :: 29

Investments	Principal Amount		Value
Corporate Bonds (continued)
3.45%, 2/9/2045	$	1,293,000	$	1,168,342
4.38%, 5/13/2045		6,898,000		7,114,730
HP, Inc.
6.00%, 9/15/2041		2,335,000		2,455,912
				16,369,213
Tobacco — 1.3%
Altria Group, Inc.
5.38%, 1/31/2044		3,402,000		3,219,503
Philip Morris International, Inc.
6.38%, 5/16/2038		3,018,000		3,341,232
4.25%, 11/10/2044		2,228,000		1,912,134
				8,472,869
Wireless Telecommunication Services — 4.2%
America Movil SAB de CV
6.13%, 3/30/2040		3,536,000		4,036,913
4.38%, 7/16/2042		2,043,000		1,928,051
Telefonica Europe BV
8.25%, 9/15/2030		2,773,000		3,442,765
Vodafone Group plc
4.38%, 5/30/2028		3,911,000		3,985,100
6.15%, 2/27/2037		2,404,000		2,695,505
5.00%, 5/30/2038		1,749,000		1,751,652
5.25%, 5/30/2048		5,382,000		5,399,902
4.88%, 6/19/2049		3,116,000		2,987,496
4.25%, 9/17/2050		2,126,000		1,879,694
				28,107,078
Total Corporate Bonds (Cost $749,443,293)				630,545,552
	Shares
Securities Lending Reinvestments (b) — 0.0% (c)
Investment Companies — 0.0% (c)
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $40,700)		40,700		40,700

Investments	Principal Amount		Value
Short-Term Investments — 0.7%
Repurchase Agreements (d) — 0.7%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $4,554,872 (Cost $4,554,779)	$	4,554,779	$	4,554,779
Total Investments — 95.5% (Cost $754,038,772)				635,141,031
Other assets less liabilities — 4.5%				29,983,434
Net Assets — 100.0%			$	665,124,465

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $1,657,207, collateralized in the form of cash with a value of $40,700 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $1,664,083 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 30, 2022 - August 15, 2050. The total value of collateral is $1,704,783.

(b)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $40,700.

(c)  Represents less than 0.05% of net assets.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	6,588,567
Aggregate gross unrealized depreciation		(121,541,805	)
Net unrealized depreciation	$	(114,953,238	)
Federal income tax cost	$	756,511,602

Futures Contracts Sold

Investment Grade-Interest Rate Hedged had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
U.S. Treasury 10 Year Note		1,560	9/21/2022	USD	$	186,346,875	$	1,209,143
U.S. Treasury Long Bond		2,983	9/21/2022	USD		415,942,063		4,371,431
U.S. Treasury Ultra Bond		262	9/21/2022	USD		40,806,500		836,759
							$	6,417,333

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

30 :: IGHG INVESTMENT GRADE—INTEREST RATE HEDGED :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	17,552,949
Aggregate gross unrealized depreciation		—
Net unrealized appreciation	$	17,552,949
Federal income tax cost	$	—

Futures Contracts Purchased

K-1 Free Crude Oil Strategy ETF had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
WTI Crude Oil		290	7/20/2022	USD	$	32,453,900	$	2,963,341
WTI Crude Oil		334	11/21/2022	USD		33,874,280		11,278,601
WTI Crude Oil		354	5/22/2023	USD		32,649,420		3,311,007
							$	17,552,949

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

PROSHARES TRUST CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: K-1 FREE CRUDE OIL STRATEGY ETF OILK :: 31

	Percentage of Net Assets			Shares		Value
Common Stocks (a) — 94.1%
3M Co. (Industrial Conglomerates)		0.5	%		14,551	$	2,172,319
Abbott Laboratories (Health Care Equipment & Supplies)		0.7	%		28,224		3,315,191
AbbVie, Inc. (Biotechnology)		0.4	%		14,460		2,130,970
Adobe, Inc.* (Software)		0.5	%		5,866		2,443,072
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		0.4	%		19,535		1,989,835
Air Products and Chemicals, Inc. (Chemicals)		0.4	%		7,608		1,872,785
Alphabet, Inc., Class A* (Interactive Media & Services)		1.1	%		2,395		5,449,200
Alphabet, Inc., Class C* (Interactive Media & Services)		1.1	%		2,183		4,978,943
Amazon.com, Inc.* (Internet & Direct Marketing Retail)		2.0	%		3,931		9,450,871
Apple, Inc. (Technology Hardware, Storage & Peripherals)		4.7	%		148,984		22,174,779
Archer-Daniels-Midland Co. (Food Products)		0.4	%		20,966		1,904,132
Berkshire Hathaway, Inc., Class B* (Diversified Financial Services)		0.9	%		13,545		4,279,949
Booking Holdings, Inc.* (Hotels, Restaurants & Leisure)		0.5	%		1,021		2,290,675
Cadence Design Systems, Inc.* (Software)		0.4	%		12,425		1,910,095
Charter Communications, Inc., Class A* (Media)		0.4	%		3,745		1,898,453
Chevron Corp. (Oil, Gas & Consumable Fuels)		0.4	%		10,593		1,850,173
Citigroup, Inc. (Banks)		0.5	%		42,450		2,267,254
Corteva, Inc. (Chemicals)		0.4	%		31,205		1,954,057
CVS Health Corp. (Health Care Providers & Services)		0.5	%		26,059		2,521,208
Danaher Corp. (Life Sciences Tools & Services)		0.5	%		9,738		2,569,079
Devon Energy Corp. (Oil, Gas & Consumable Fuels)		0.4	%		26,232		1,964,777
Emerson Electric Co. (Electrical Equipment)		0.4	%		20,917		1,854,501
Exxon Mobil Corp. (Oil, Gas & Consumable Fuels)		1.1	%		54,184		5,201,664
Gilead Sciences, Inc. (Biotechnology)		0.5	%		33,069		2,144,525
Home Depot, Inc. (The) (Specialty Retail)		0.4	%		6,839		2,070,507
Intel Corp. (Semiconductors & Semiconductor Equipment)		0.5	%		49,046		2,178,623

	Percentage of Net Assets			Shares		Value
Common Stocks (a) (continued)
Johnson & Johnson (Pharmaceuticals)		0.8	%		22,218	$	3,988,797
JPMorgan Chase & Co. (Banks)		0.5	%		18,926		2,502,585
Lockheed Martin Corp. (Aerospace & Defense)		0.5	%		5,308		2,336,104
Mastercard, Inc., Class A (IT Services)		0.4	%		5,354		1,916,036
Merck & Co., Inc. (Pharmaceuticals)		0.6	%		31,398		2,889,558
Meta Platforms, Inc., Class A* (Interactive Media & Services)		0.8	%		20,698		4,007,960
Micron Technology, Inc. (Semiconductors & Semiconductor Equipment)		0.5	%		29,481		2,176,877
Microsoft Corp. (Software)		4.0	%		70,715		19,225,287
Morgan Stanley (Capital Markets)		0.5	%		25,579		2,203,375
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		0.8	%		20,190		3,769,877
Pfizer, Inc. (Pharmaceuticals)		0.9	%		78,444		4,160,670
Philip Morris International, Inc. (Tobacco)		0.4	%		19,908		2,115,225
Phillips 66 (b) (Oil, Gas & Consumable Fuels)		0.4	%		18,794		1,894,623
Pioneer Natural Resources Co. (Oil, Gas & Consumable Fuels)		0.4	%		6,808		1,892,216
Procter & Gamble Co. (The) (Household Products)		0.5	%		17,459		2,581,837
Prologis, Inc. (Equity Real Estate Investment Trusts (REITs))		0.5	%		17,828		2,272,713
Public Storage (Equity Real Estate Investment Trusts (REITs))		0.4	%		5,660		1,871,422
QUALCOMM, Inc. (Semiconductors & Semiconductor Equipment)		0.4	%		14,023		2,008,374
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		0.4	%		3,176		2,111,214
Tesla, Inc.* (Automobiles)		1.2	%		7,452		5,650,553
TJX Cos., Inc. (The) (Specialty Retail)		0.4	%		31,953		2,031,252
UnitedHealth Group, Inc. (Health Care Providers & Services)		0.7	%		6,443		3,200,754
Verizon Communications, Inc. (Diversified Telecommunication Services)		0.6	%		55,597		2,851,570
Visa, Inc., Class A (IT Services)		0.4	%		9,702		2,058,473
Other Common Stocks (b)		57.1	%		4,294,036		271,097,605
Total Common Stocks (Cost $376,174,859)							447,652,594

See accompanying notes to the financial statements.

32 :: CSM LARGE CAP CORE PLUS :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

	Percentage of Net Assets			Shares		Value
Securities Lending Reinvestments (c) — 0.6%
Investment Companies — 0.6%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $2,630,055)		0.6	%		2,630,055	$	2,630,055
				Principal Amount
Short-Term Investments — 5.4%
Repurchase Agreements (d) — 5.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $25,669,877 (Cost $25,669,361)				$	25,669,361		25,669,361
Total Investments — 100.1% (Cost $404,474,275)							475,952,010
Liabilities in excess of other assets — (0.1%)							(578,789	)
Net assets — 100.0%						$	475,373,221

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $61,564,730.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $7,632,482, collateralized in the form of cash with a value of $2,630,055 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $5,250,343 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 15, 2022 - February 15, 2051. The total value of collateral is $7,880,398.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $2,630,055.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	101,231,769
Aggregate gross unrealized depreciation		(33,705,666	)
Net unrealized appreciation	$	67,526,103
Federal income tax cost	$	405,511,386

Swap Agreements^a

Large Cap Core Plus had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(57,204,560	)	3/7/2023	Goldman Sachs International		(0.93	)%	Credit Suisse 130/30 Large Cap Index (short portion)f		5,510,361			(5,073,824	)		(7,738	)		428,799
	(26,079,846	)	3/7/2023	Societe Generale		(0.68	)%	Credit Suisse 130/30 Large Cap Index (short portion)f		2,717,435
	111,249,207		3/7/2023	Societe Generale		1.58	%	Credit Suisse 130/30 Large Cap Index (long portion)g		(10,263,868	)
	85,169,361									(7,546,433	)		6,297,996			1,248,437			—
	(60,761,374	)	11/6/2023	UBS AG		(0.93	)%	Credit Suisse 130/30 Large Cap Index (short portion)f		4,173,575

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: LARGE CAP CORE PLUS CSM :: 33

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	60,516,350		3/7/2023	UBS AG		1.38	%	Credit Suisse 130/30 Large Cap Index (long portion)g		(5,052,024	)
	(245,024	)								(878,449	)		610,101		268,348		—
	27,719,777									(2,914,521	)
								Total Unrealized Appreciation		12,401,371
								Total Unrealized Depreciation		(15,315,892	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  Certain underlying short component disclosures related to this index may be found on the website at www.proshares.com/media/Large_Cap_Short_May.pdf.

^g  See the Common Stocks section of the preceding Summary Schedule of Portfolio Investments for the representative long components of the underlying reference instrument and their relative weightings.

Large Cap Core Plus invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Aerospace & Defense	1.3	%
Air Freight & Logistics	0.6	%
Airlines	1.3	%
Auto Components	0.3	%
Automobiles	1.6	%
Banks	2.7	%
Beverages	0.6	%
Biotechnology	1.9	%
Building Products	0.1	%
Capital Markets	2.3	%
Chemicals	2.2	%
Commercial Services & Supplies	0.6	%
Communications Equipment	0.5	%
Consumer Finance	0.5	%
Containers & Packaging	0.6	%
Distributors	0.6	%
Diversified Financial Services	0.9	%
Diversified Telecommunication Services	1.2	%
Electric Utilities	1.9	%
Electrical Equipment	0.8	%
Electronic Equipment, Instruments & Components	1.2	%
Energy Equipment & Services	0.3	%

See accompanying notes to the financial statements.

34 :: CSM LARGE CAP CORE PLUS :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Entertainment	1.2	%
Equity Real Estate Investment Trusts (REITs)	6.1	%
Food & Staples Retailing	1.0	%
Food Products	2.2	%
Health Care Equipment & Supplies	2.6	%
Health Care Providers & Services	2.6	%
Health Care Technology	0.3	%
Hotels, Restaurants & Leisure	2.8	%
Household Durables	0.2	%
Household Products	1.1	%
Independent Power and Renewable Electricity Producers	0.3	%
Industrial Conglomerates	0.6	%
Insurance	4.3	%
Interactive Media & Services	3.0	%
Internet & Direct Marketing Retail	2.2	%
IT Services	2.2	%
Life Sciences Tools & Services	2.2	%
Machinery	1.6	%
Media	1.8	%
Metals & Mining	0.4	%
Multiline Retail	0.2	%
Multi-Utilities	0.8	%
Oil, Gas & Consumable Fuels	4.6	%
Pharmaceuticals	3.4	%
Professional Services	0.4	%
Real Estate Management & Development	0.0	%*
Road & Rail	1.1	%
Semiconductors & Semiconductor Equipment	3.9	%
Software	7.3	%
Specialty Retail	1.6	%
Technology Hardware, Storage & Peripherals	5.6	%
Textiles, Apparel & Luxury Goods	1.5	%
Tobacco	0.4	%
Trading Companies & Distributors	0.1	%
Water Utilities	0.3	%
Wireless Telecommunication Services	0.2	%
Othera	5.9	%
	100.0	%

*  Amount represents less than 0.05%.

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: LARGE CAP CORE PLUS CSM :: 35

Investments	Shares		Value
Common Stocks — 88.2%
Entertainment — 1.7%
Sea Ltd., ADR*(a)		4,600	$	380,236
Health Care Equipment & Supplies — 1.6%
Figs, Inc., Class A*		40,151		357,344
Internet & Direct Marketing Retail — 84.7%
1-800-Flowers.com, Inc., Class A*		36,311		354,395
Alibaba Group Holding Ltd., ADR*		25,977		2,495,091
Amazon.com, Inc.*		1,958		4,707,403
BARK, Inc.*(a)		148,153		370,383
Betterware de Mexico SAB de CV (a)		24,865		347,861
Cango, Inc., ADR*(a)		12,225		38,264
CarParts.com, Inc.*		47,809		361,914
Chewy, Inc., Class A*(a)		17,318		429,486
ContextLogic, Inc., Class A*		216,681		381,359
Coupang, Inc.*		15,298		206,676
Dada Nexus Ltd., ADR*		5,859		44,235
DoorDash, Inc., Class A*		7,489		575,979
eBay, Inc.		20,234		984,789
Etsy, Inc.*		5,737		465,385
Farfetch Ltd., Class A*		6,199		55,605
Fiverr International Ltd.*(a)		937		39,645
Global-e Online Ltd.*		2,472		47,635
Groupon, Inc.*(a)		24,692		381,491
JD.com, Inc., ADR		12,636		709,132
Lands' End, Inc.*		30,265		351,074
Liquidity Services, Inc.*		25,299		343,054
MercadoLibre, Inc.*		420		330,070
Overstock.com, Inc.*		11,911		369,122
Ozon Holdings plc, ADR*‡(b)		3,471		—
PetMed Express, Inc. (a)		15,931		350,960
Pinduoduo, Inc., ADR*		10,331		520,166
Poshmark, Inc., Class A*		33,072		361,477
Quotient Technology, Inc.*		81,256		339,650
Qurate Retail, Inc., Series A		101,121		365,047
RealReal, Inc. (The)*		123,250		404,260
Revolve Group, Inc.*		13,181		387,258
Shutterstock, Inc. (a)		6,288		378,538
Stitch Fix, Inc., Class A*		45,890		388,688
Uxin Ltd., ADR*		89,325		37,517
Vipshop Holdings Ltd., ADR*		7,816		72,689
Wayfair, Inc., Class A*(a)		7,582		450,295
				18,446,593
Personal Products — 0.2%
Yatsen Holding Ltd., ADR*(a)		88,225		43,522
Total Common Stocks (Cost $37,649,626)				19,227,695

Investments	Shares		Value
Securities Lending Reinvestments (c) — 6.8%
Investment Companies — 6.8%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $1,474,600)		1,474,600	$	1,474,600
	Principal Amount
Short-Term Investments — 7.9%
Repurchase Agreements (d) — 7.9%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $1,716,873 (Cost $1,716,841)	$	1,716,841		1,716,841
Total Investments — 102.9% (Cost $40,841,067)				22,419,136
Liabilities in excess of other assets — (2.9%)				(638,541	)
Net Assets — 100.0%			$	21,780,595

*  Non-income producing security.

‡  Value determined using significant unobservable inputs.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $1,860,935, collateralized in the form of cash with a value of $1,474,600 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $612,112 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 4.63%, and maturity dates ranging from June 15, 2022 - February 15, 2051. The total value of collateral is $2,086,712.

(b)  Security fair valued as of May 31, 2022 in accordance with procedures approved by the Board of Trustees. Total value of all such securities at May 31, 2022 amounted to $0, which represents approximately 0.00% of net assets of the Fund.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $1,474,600.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Abbreviations

ADR  American Depositary Receipt

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	2,276,424
Aggregate gross unrealized depreciation		(23,988,808	)
Net unrealized depreciation	$	(21,712,384	)
Federal income tax cost	$	42,913,727

See accompanying notes to the financial statements.

36 :: CLIX LONG ONLINE/SHORT STORES ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Swap Agreements^a

Long Online/Short Stores ETF had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(414,990	)	11/6/2023	BNP Paribas SA		(0.78	)%	Solactive- ProShares Bricks and Mortar Retail Store Index		36,099
	170,488		11/6/2023	BNP Paribas SA		1.18	%	ProShares Online Retail Index		(131,027	)
	(244,502	)								(94,928	)		—		50,001		(44,927	)
	(380,656	)	3/7/2023	Goldman Sachs International		(0.17	)%	Solactive- ProShares Bricks and Mortar Retail Store Index		118,269
	777,591		3/7/2023	Goldman Sachs International		1.43	%	ProShares Online Retail Index		(1,125,094	)
	396,935									(1,006,825	)		—		1,006,825		—
	(10,107,546	)	4/10/2023	Societe Generale		(0.08	)%	Solactive- ProShares Bricks and Mortar Retail Store Index		1,912,130
	1,521,916		3/7/2023	Societe Generale		0.03	%	ProShares Online Retail Index		(1,973,949	)
	(8,585,630	)								(61,819	)		—		61,819		—
	44,354		11/7/2022	UBS AG		1.18	%	Solactive- ProShares Bricks and Mortar Retail Store Index		(54,221	)		—		54,221		—
	(8,388,843	)								(1,217,793	)
								Total Unrealized Appreciation		2,066,498
								Total Unrealized Depreciation		(3,284,291	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: LONG ONLINE/SHORT STORES ETF CLIX :: 37

Investments	Shares		Value
Common Stocks — 85.5%
Aerospace & Defense — 2.3%
Meggitt plc*		166,259	$	1,623,648
Airlines — 2.0%
Spirit Airlines, Inc.*		67,544		1,415,047
Banks — 2.4%
First Horizon Corp.		72,986		1,666,270
Biotechnology — 4.6%
Biohaven Pharmaceutical Holding Co. Ltd.*		10,770		1,547,972
Sierra Oncology, Inc.*		31,500		1,725,570
				3,273,542
Building Products — 2.5%
Cornerstone Building Brands, Inc.*		70,500		1,730,775
Commercial Services & Supplies — 1.3%
HomeServe plc		63,500		930,590
Communications Equipment — 2.4%
Plantronics, Inc.*		42,926		1,694,718
Diversified Telecommunication Services — 2.4%
Uniti Group Ltd.*		468,500		1,664,284
Electronic Equipment, Instruments & Components — 2.4%
Rogers Corp.*		6,457		1,713,559
Entertainment — 2.3%
Activision Blizzard, Inc.		20,989		1,634,623
Equity Real Estate Investment Trusts (REITs) — 6.9%
American Campus Communities, Inc.		6,250		406,250
Healthcare Realty Trust, Inc.		61,567		1,789,753
Preferred Apartment Communities, Inc.		66,268		1,652,724
PS Business Parks, Inc.		5,550		1,041,346
				4,890,073
Food Products — 2.5%
Sanderson Farms, Inc.		8,703		1,736,249
Gas Utilities — 2.6%
South Jersey Industries, Inc.		51,926		1,809,622

Investments	Shares		Value
Common Stocks (continued)
Health Care Providers & Services — 4.9%
Covetrus, Inc.*		81,700	$	1,700,994
LHC Group, Inc.*		10,319		1,719,765
				3,420,759
Health Care Technology — 2.5%
Cerner Corp.		18,941		1,796,554
Insurance — 2.4%
Alleghany Corp.*		2,023		1,686,737
Interactive Media & Services — 1.1%
Twitter, Inc.*		19,200		760,320
IT Services — 4.7%
MoneyGram International, Inc.*		159,043		1,603,153
Switch, Inc., Class A		50,000		1,687,500
				3,290,653
Machinery — 2.5%
Meritor, Inc.*		47,900		1,732,543
Media — 2.4%
TEGNA, Inc.		76,726		1,680,299
Oil, Gas & Consumable Fuels — 2.5%
Renewable Energy Group, Inc.*		28,208		1,729,433
Professional Services — 4.7%
ManTech International Corp., Class A		17,800		1,702,570
Nielsen Holdings plc		63,518		1,623,520
				3,326,090
Road & Rail — 2.2%
Europcar Mobility Group*(a)		2,884,241		1,569,244
Semiconductors & Semiconductor Equipment — 2.2%
CMC Materials, Inc.		8,799		1,556,895
Software — 16.8%
Anaplan, Inc.*		26,456		1,735,513
Black Knight, Inc.*		23,700		1,609,467
CDK Global, Inc.		31,706		1,726,709
Datto Holding Corp.*		49,824		1,749,321
Mandiant Corp.*		77,089		1,699,812

See accompanying notes to the financial statements.

38 :: MRGR MERGER ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks (continued)
Sailpoint Technologies Holdings, Inc.*		26,970	$	1,710,977
Vonage Holdings Corp.*		84,183		1,630,625
				11,862,424
Total Common Stocks (Cost $61,405,254)				60,194,951
	Principal Amount
Short-Term Investments — 9.8%
Repurchase Agreements (b) — 9.8%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $6,876,354 (Cost $6,876,217)	$	6,876,217		6,876,217
Total Investments — 95.3% (Cost $68,281,471)				67,071,168
Other assets less liabilities — 4.7%				3,344,396
Net Assets — 100.0%			$	70,415,564

*  Non-income producing security.

(a)  Security exempt from registration pursuant to Regulation S under the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States and as such may have restrictions on resale.

(b)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	5,708,650
Aggregate gross unrealized depreciation		(2,601,623	)
Net unrealized appreciation	$	3,107,027
Federal income tax cost	$	68,284,090

Forward Currency Contracts

Merger ETF had the following open forward currency contracts as of May 31, 2022:

Currency	Counterparty	Delivery Date	Foreign Currency to Receive (Pay)			U.S. Dollars to Receive (Pay)			Market Value			Net Unrealized Appreciation/ (Depreciation)a
U.S. Dollar vs. Australian Dollar	Goldman Sachs International	07/19/22		2,212,000		$	(1,569,329	)	$	1,588,567		$	19,238
U.S. Dollar vs. Euro	Goldman Sachs International	07/19/22		1,507,000			(1,571,833	)		1,621,993			50,160
U.S. Dollar vs. Australian Dollar	Goldman Sachs International	07/19/22		(4,517,000	)		3,378,936			(3,243,924	)		135,012
U.S. Dollar vs. Euro	Goldman Sachs International	07/19/22		(2,959,000	)		3,230,072			(3,184,789	)		45,283
U.S. Dollar vs. British Pound	Goldman Sachs International	07/19/22		(1,278,000	)		1,665,509			(1,610,923	)		54,586
Total Unrealized Appreciation												$	304,279
U.S. Dollar vs. Euro	Goldman Sachs International	07/19/22		(6,000	)	$	6,419		$	(6,457	)	$	(38	)
U.S. Dollar vs. British Pound	Goldman Sachs International	07/19/22		(750,000	)		943,023			(945,378	)		(2,355	)
Total Unrealized Depreciation												$	(2,393	)
Total Net Unrealized Appreciation												$	301,886	b

^a  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on forward currency contracts) at period end as an asset on its Statements of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on forward currency contracts) are disclosed as a liability on its Statements of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statements of Assets and Liabilities.

^b  The Net Amount of the Fund's uncollateralized exposure to the counterparty under these contracts is equal to the net unrealized appreciation of $301,886. Neither the Fund nor the counterparty has posted Financial Instruments or cash as collateral pursuant to these contracts.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: MERGER ETF MRGR :: 39

Swap Agreements^a

Merger ETF had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(65,829	)	4/10/2023	Citibank NA		0.07	%	S&P Merger Arbitrage Index (short exposure to Acquirers)f		159,529
	7,774		4/10/2023	Citibank NA		1.28	%	S&P Merger Arbitrage Index (long exposure to Targets)g		(784	)
	(58,055	)								158,745			—			—			158,745
	(4,935,175	)	3/7/2023	Societe Generale		(0.18	)%	S&P Merger Arbitrage Index (short exposure to Acquirers)f		4,814,761
	14,765,797		3/7/2023	Societe Generale		1.33	%	S&P Merger Arbitrage Index (long exposure to Targets)g		(955,443	)
	9,830,622									3,859,318			(3,599,318	)		(260,000	)		—
	9,772,567									4,018,063
								Total Unrealized Appreciation		4,974,290
								Total Unrealized Depreciation		(956,227	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  Certain underlying short component disclosures related to this index may be found on the website at www.proshares.com/media/Merger_Acquirers_May.pdf.

^g  See the Common Stocks section of the preceding Schedule of Portfolio Investments for the representative long components of the underlying reference instrument and their relative weightings.

Merger ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

United States	74.8	%
United Kingdom	3.6	%
Canada	2.5	%
Australia	2.4	%
France	2.2	%
Othera	14.5	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

40 :: MRGR MERGER ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 99.8%
Communications Equipment — 0.4%
Lumentum Holdings, Inc.*		372	$	32,022
Electronic Equipment, Instruments & Components — 2.5%
MicroVision, Inc.*		54,760		197,136
Entertainment — 14.3%
Activision Blizzard, Inc.		3,497		272,346
Electronic Arts, Inc.		1,170		162,220
NetEase, Inc., ADR		2,509		260,259
ROBLOX Corp., Class A*		3,762		112,634
Take-Two Interactive Software, Inc.*		2,458		306,095
				1,113,554
Health Care Equipment & Supplies — 2.8%
Intuitive Surgical, Inc.*		97		22,081
Penumbra, Inc.*		1,320		193,934
				216,015
Household Durables — 6.4%
Sony Group Corp., ADR		1,336		125,678
Vuzix Corp.*		57,835		375,927
				501,605
Interactive Media & Services — 12.3%
Alphabet, Inc., Class A*		152		345,836
fuboTV, Inc.*		22,684		74,630
Meta Platforms, Inc., Class A*		1,726		334,223
Snap, Inc., Class A*		11,623		164,001
Twitter, Inc.*		1,063		42,095
				960,785
Internet & Direct Marketing Retail — 4.3%
Amazon.com, Inc.*		140		336,587
IT Services — 4.5%
Glimpse Group, Inc. (The)*		47,348		190,812
Globant SA*		835		158,241
				349,053
Media — 3.2%
WiMi Hologram Cloud, Inc., ADR*		140,390		252,702
Real Estate Management & Development — 2.2%
eXp World Holdings, Inc.		12,424		173,563
Semiconductors & Semiconductor Equipment — 26.3%
Advanced Micro Devices, Inc.*		1,603		163,281
Ambarella, Inc.*		1,427		121,609
CEVA, Inc.*		8,941		322,502

Investments	Shares		Value
Common Stocks (continued)
Himax Technologies, Inc., ADR		40,066	$	381,428
Kopin Corp.*		116,779		129,625
NVIDIA Corp.		1,717		320,598
QUALCOMM, Inc.		1,776		254,359
STMicroelectronics NV, NYRS		5,945		238,276
Synaptics, Inc.*		856		126,791
				2,058,469
Software — 13.7%
Agora, Inc., ADR*		9,436		57,465
InterDigital, Inc.		1,668		108,904
Matterport, Inc.*		11,290		61,982
Microsoft Corp.		1,280		347,994
PTC, Inc.*		3,186		371,264
Unity Software, Inc.*		3,143		125,626
				1,073,235
Specialty Retail — 0.5%
Williams-Sonoma, Inc.		316		40,423
Technology Hardware, Storage & Peripherals — 6.4%
Apple, Inc.		2,237		332,955
Immersion Corp.*		29,594		164,543
				497,498
Total Common Stocks (Cost $8,729,461)				7,802,647
Total Investments — 99.8% (Cost $8,729,461)				7,802,647
Other assets less liabilities — 0.2%				18,907
Net Assets — 100.0%			$	7,821,554

*  Non-income producing security.

Abbreviations

ADR  American Depositary Receipt

NYRS  New York Registry Shares

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	170,820
Aggregate gross unrealized depreciation		(1,108,375	)
Net unrealized depreciation	$	(937,555	)
Federal income tax cost	$	8,740,202

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: METAVERSE ETF VERS :: 41

Metaverse ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

United States	82.9	%
China	7.3	%
Taiwan	4.9	%
Singapore	3.1	%
Japan	1.6	%
Othera	0.2	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

42 :: VERS METAVERSE ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 98.8%
Aerospace & Defense — 1.5%
BAE Systems plc		172,698	$	1,645,444
Air Freight & Logistics — 1.6%
DSV A/S		10,307		1,688,164
Beverages — 1.5%
Diageo plc		35,904		1,662,931
Biotechnology — 1.5%
CSL Ltd. (a)		8,348		1,627,837
Building Products — 1.6%
Geberit AG (Registered)		3,063		1,680,168
Capital Markets — 1.6%
Partners Group Holding AG		1,580		1,696,949
Chemicals — 4.7%
Croda International plc		19,717		1,717,089
Givaudan SA (Registered)		451		1,657,109
Symrise AG		14,874		1,637,195
				5,011,393
Diversified Financial Services — 1.3%
Sofina SA		6,050		1,421,945
Diversified Telecommunication Services — 1.6%
Telenor ASA		124,886		1,721,040
Electric Utilities — 1.4%
CK Infrastructure Holdings Ltd.		233,133		1,561,540
Electronic Equipment, Instruments & Components — 1.6%
Halma plc		62,088		1,744,182
Equity Real Estate Investment Trusts (REITs) — 3.1%
Japan Metropolitan Fund Invest		1,980		1,676,101
Link REIT		183,865		1,665,098
				3,341,199
Food & Staples Retailing — 1.5%
Welcia Holdings Co. Ltd.		78,858		1,590,707
Food Products — 4.7%
Chocoladefabriken Lindt & Spruengli AG, Class PC		170		1,709,666
Kerry Group plc, Class A		16,188		1,671,710
Nestle SA (Registered)		13,825		1,687,471
				5,068,847

Investments	Shares		Value
Common Stocks (continued)
Gas Utilities — 4.6%
APA Group		197,182	$	1,609,684
Enagas SA		71,150		1,624,236
Hong Kong & China Gas Co. Ltd. (a)		1,508,833		1,707,776
				4,941,696
Health Care Equipment & Supplies — 3.0%
Coloplast A/S, Class B		13,533		1,606,044
DiaSorin SpA		12,702		1,666,860
				3,272,904
Health Care Providers & Services — 3.1%
Fresenius Medical Care AG & Co. KGaA		27,290		1,655,837
Fresenius SE & Co. KGaA		47,918		1,636,469
				3,292,306
Hotels, Restaurants & Leisure — 1.5%
Domino's Pizza Enterprises Ltd.		32,873		1,623,111
Household Durables — 1.6%
Sekisui Chemical Co. Ltd.		118,857		1,709,242
Household Products — 1.5%
Unicharm Corp.		46,678		1,604,494
Insurance — 4.8%
AIA Group Ltd.		163,133		1,682,159
Legal & General Group plc		523,483		1,713,359
Tokio Marine Holdings, Inc.		30,861		1,791,039
				5,186,557
IT Services — 9.1%
Bechtle AG		36,663		1,631,493
Itochu Techno-Solutions Corp.		67,327		1,682,586
Obic Co. Ltd.		10,741		1,593,053
Otsuka Corp.		54,801		1,740,154
SCSK Corp.		95,985		1,606,403
TIS, Inc.		60,089		1,576,434
				9,830,123
Machinery — 4.7%
Kurita Water Industries Ltd.		43,038		1,667,725
Spirax-Sarco Engineering plc		12,624		1,680,894
Techtronic Industries Co. Ltd.		128,323		1,681,412
				5,030,031
Multiline Retail — 1.6%
Pan Pacific International Holdings Corp.		111,324		1,716,005

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: MSCI EAFE DIVIDEND GROWERS ETF EFAD :: 43

Investments	Shares		Value
Common Stocks (continued)
Multi-Utilities — 1.5%
National Grid plc		106,995	$	1,579,044
Oil, Gas & Consumable Fuels — 1.5%
Washington H Soul Pattinson & Co. Ltd.		87,974		1,621,879
Personal Products — 3.0%
Kao Corp.		40,962		1,654,464
Kobayashi Pharmaceutical Co. Ltd. (a)		22,633		1,521,827
				3,176,291
Pharmaceuticals — 9.2%
Astellas Pharma, Inc.		104,689		1,678,426
Novartis AG (Registered)		18,303		1,658,545
Novo Nordisk A/S, Class B		15,513		1,714,819
Roche Holding AG		4,949		1,685,205
Sanofi		15,224		1,620,759
UCB SA		17,182		1,512,255
				9,870,009
Professional Services — 4.8%
Nihon M&A Center Holdings, Inc.		158,691		1,846,635
RELX plc		57,244		1,642,011
Wolters Kluwer NV		16,641		1,642,550
				5,131,196
Semiconductors & Semiconductor Equipment — 1.6%
ASML Holding NV		3,030		1,739,796
Software — 3.2%
AVEVA Group plc		60,489		1,736,617
SAP SE		16,883		1,678,192
				3,414,809
Specialty Retail — 3.1%
Hikari Tsushin, Inc.		14,774		1,676,711
Nitori Holdings Co. Ltd.		16,388		1,657,335
				3,334,046
Trading Companies & Distributors — 4.8%
Ashtead Group plc		34,201		1,790,089
Brenntag SE		22,058		1,700,389
Bunzl plc		46,673		1,627,604
				5,118,082
Water Utilities — 1.4%
United Utilities Group plc		114,896		1,532,020
Total Common Stocks (Cost $110,994,019)				106,185,987

Investments	Shares		Value
Securities Lending Reinvestments (b) — 1.7%
Investment Companies — 1.7%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $1,818,961)		1,818,961	$	1,818,961
	Principal Amount
Short-Term Investments — 0.6%
Repurchase Agreements (c) — 0.6%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $629,499 (Cost $629,486)	$	629,486		629,486
Total Investments — 101.1% (Cost $113,442,466)				108,634,434
Liabilities in excess of other assets — (1.1%)				(1,232,340	)
Net Assets — 100.0%			$	107,402,094

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $2,791,450, collateralized in the form of cash with a value of $1,818,961 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $1,127,550 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.25% - 2.38%, and maturity dates ranging from May 31, 2024 - April 30, 2028. The total value of collateral is $2,946,511.

(b)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $1,818,961.

(c)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	10,830,117
Aggregate gross unrealized depreciation		(16,604,505	)
Net unrealized depreciation	$	(5,774,388	)
Federal income tax cost	$	114,408,822

See accompanying notes to the financial statements.

44 :: EFAD MSCI EAFE DIVIDEND GROWERS ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

MSCI EAFE Dividend Growers ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

Japan	27.9	%
United Kingdom	18.7	%
Switzerland	11.0	%
Germany	9.3	%
Hong Kong	7.7	%
Australia	6.0	%
Denmark	4.7	%
Netherlands	3.1	%
Belgium	2.7	%
Norway	1.6	%
Ireland	1.6	%
Italy	1.5	%
Spain	1.5	%
France	1.5	%
Othera	1.2	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: MSCI EAFE DIVIDEND GROWERS ETF EFAD :: 45

Investments	Shares		Value
Common Stocks — 99.9%
Automobiles — 2.1%
Ford Otomotiv Sanayi A/S		19,803	$	373,768
Banks — 6.3%
China Merchants Bank Co. Ltd., Class A		61,400		366,089
Public Bank Bhd.		334,877		361,761
Taiwan Cooperative Financial Holding Co. Ltd.		385,171		373,559
				1,101,409
Beverages — 4.1%
Arca Continental SAB de CV		53,645		364,684
Kweichow Moutai Co. Ltd., Class A		1,300		352,310
				716,994
Chemicals — 8.0%
Asian Paints Ltd.		8,863		326,459
Berger Paints India Ltd.		43,074		341,158
Pidilite Industries Ltd.		12,751		368,785
Sinoma Science & Technology Co. Ltd., Class A*		104,300		353,320
				1,389,722
Construction & Engineering — 2.0%
China Railway Group Ltd., Class H		502,099		347,436
Construction Materials — 2.0%
UltraTech Cement Ltd.		4,447		348,411
Diversified Financial Services — 2.3%
Chailease Holding Co. Ltd.		50,571		392,023
Diversified Telecommunication Services — 2.0%
Hellenic Telecommunications Organization SA		18,247		346,531
Electric Utilities — 4.8%
Interconexion Electrica SA ESP		77,109		486,379
Power Grid Corp. of India Ltd.		118,288		354,851
				841,230
Electronic Equipment, Instruments & Components — 2.2%
Luxshare Precision Industry Co. Ltd., Class A		76,900		390,579

Investments	Shares		Value
Common Stocks (continued)
Food Products — 4.4%
Grupo Bimbo SAB de CV, Series A		122,702	$	403,510
Marico Ltd.		52,900		363,620
				767,130
Gas Utilities — 4.3%
China Gas Holdings Ltd. (a)		260,650		388,623
China Resources Gas Group Ltd.		85,200		356,665
				745,288
Health Care Equipment & Supplies — 4.0%
Hartalega Holdings Bhd.		360,940		346,225
Lepu Medical Technology Beijing Co. Ltd., Class A		133,100		353,707
				699,932
Health Care Providers & Services — 4.0%
Shanghai Pharmaceuticals Holding Co. Ltd., Class A		124,900		337,733
Sinopharm Group Co. Ltd., Class H		147,692		366,256
				703,989
Independent Power and Renewable Electricity Producers — 2.1%
China Longyuan Power Group Corp. Ltd., Class H		171,688		368,878
Insurance — 6.3%
New China Life Insurance Co. Ltd., Class H		141,558		370,708
People's Insurance Co. Group of China Ltd. (The), Class H		1,112,816		350,272
Ping An Insurance Group Co. of China Ltd., Class H (a)		58,008		371,827
				1,092,807
Interactive Media & Services — 4.3%
NAVER Corp.		1,635		380,601
Tencent Holdings Ltd.		7,977		368,395
				748,996
IT Services — 2.0%
Infosys Ltd., ADR		18,761		353,832
Metals & Mining — 0.0%
Polyus PJSC, GDR‡(b)(c)		3,949		—
Oil, Gas & Consumable Fuels — 0.0%
Rosneft Oil Co. PJSC, GDR‡(b)(c)		25,159		—

See accompanying notes to the financial statements.

46 :: EMDV MSCI EMERGING MARKETS DIVIDEND GROWERS ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks (continued)
Personal Products — 2.1%
Hindustan Unilever Ltd.		11,925	$	361,461
Pharmaceuticals — 8.4%
China Medical System Holdings Ltd.		250,588		370,428
CSPC Pharmaceutical Group Ltd.		355,463		380,504
Yuhan Corp.		7,628		372,398
Yunnan Baiyao Group Co. Ltd., Class A		40,980		347,207
				1,470,537
Real Estate Management & Development — 7.7%
China Overseas Land & Investment Ltd.		114,314		332,139
China Vanke Co. Ltd., Class H (a)		148,335		328,155
CIFI Holdings Group Co. Ltd.		761,564		330,937
Longfor Group Holdings Ltd. (c)		69,110		344,793
				1,336,024
Road & Rail — 2.2%
Localiza Rent a Car SA		31,223		377,891
Specialty Retail — 4.2%
China Tourism Group Duty Free Corp. Ltd., Class A		13,900		368,968
JUMBO SA		22,034		365,464
				734,432
Textiles, Apparel & Luxury Goods — 2.1%
Shenzhou International Group Holdings Ltd.		26,015		359,699
Tobacco — 2.0%
ITC Ltd.		97,969		341,533
Water Utilities — 2.0%
Guangdong Investment Ltd.		270,476		341,232
Wireless Telecommunication Services — 2.0%
America Movil SAB de CV, Series L		330,996		349,992
Total Common Stocks (Cost $18,391,693)				17,401,756

Investments	Principal Amount		Value
Corporate Bonds — 0.0% (d)
Food Products — 0.0% (d)
Britannia Industries Ltd. Series N3, 5.50%, 6/3/2024 (Cost $3,560)	INR	259,086	$	3,253
Total Investments — 99.9% (Cost $18,395,253)				17,405,009
Other assets less liabilities — 0.1%				18,851
Net Assets — 100.0%			$	17,423,860

*  Non-income producing security.

‡  Value determined using significant unobservable inputs.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $749,027, collateralized in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 6.25%, and maturity dates ranging from January 31, 2023 - February 15, 2051. The total value of collateral is $791,100.

(b)  Security fair valued as of May 31, 2022 in accordance with procedures approved by the Board of Trustees. Total value of all such securities at May 31, 2022 amounted to $0, which represents approximately 0.00% of net assets of the Fund.

(c)  Security exempt from registration pursuant to Regulation S under the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States and as such may have restrictions on resale.

(d)  Represents less than 0.05% of net assets.

Abbreviations

ADR    American Depositary Receipt

GDR    Global Depositary Receipt

INR    Indian Rupee

PJSC  Public Joint Stock Company

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,670,171
Aggregate gross unrealized depreciation		(2,711,512	)
Net unrealized depreciation	$	(1,041,341	)
Federal income tax cost	$	18,446,350

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: MSCI EMERGING MARKETS DIVIDEND GROWERS ETF EMDV :: 47

MSCI Emerging Markets Dividend Growers ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

China	51.4	%
India	16.1	%
Mexico	6.4	%
Taiwan	4.4	%
South Korea	4.3	%
Greece	4.1	%
Malaysia	4.1	%
Colombia	2.8	%
Brazil	2.2	%
Turkey	2.1	%
Israel	2.0	%
Russia	0.0	%*
Othera	0.1	%
	100.0	%

*  Amount represents less than 0.05%.

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

48 :: EMDV MSCI EMERGING MARKETS DIVIDEND GROWERS ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 99.2%
Aerospace & Defense — 2.7%
BAE Systems plc		38,210	$	364,060
Air Freight & Logistics — 2.7%
DSV A/S		2,281		373,601
Beverages — 2.7%
Diageo plc		8,004		370,713
Building Products — 2.7%
Geberit AG (Registered)		678		371,908
Capital Markets — 2.7%
Partners Group Holding AG		350		375,906
Chemicals — 8.1%
Croda International plc		4,362		379,872
Givaudan SA (Registered)		100		367,430
Symrise AG		3,370		370,939
				1,118,241
Diversified Financial Services — 2.3%
Sofina SA (a)		1,339		314,708
Diversified Telecommunication Services — 2.8%
Telenor ASA		27,632		380,794
Electronic Equipment, Instruments & Components — 2.8%
Halma plc		13,737		385,901
Food Products — 8.2%
Chocoladefabriken Lindt & Spruengli AG, Class PC		38		382,160
Kerry Group plc, Class A		3,582		369,908
Nestle SA (Registered)		3,061		373,624
				1,125,692
Gas Utilities — 2.6%
Enagas SA (a)		15,742		359,364
Health Care Equipment & Supplies — 5.4%
Coloplast A/S, Class B		2,994		355,316
DiaSorin SpA		2,891		379,381
				734,697
Health Care Providers & Services — 5.3%
Fresenius Medical Care AG & Co. KGaA		6,038		366,359
Fresenius SE & Co. KGaA		10,602		362,074
				728,433

Investments	Shares		Value
Common Stocks (continued)
Insurance — 2.8%
Legal & General Group plc		115,823	$	379,089
IT Services — 2.6%
Bechtle AG		8,112		360,982
Machinery — 2.7%
Spirax-Sarco Engineering plc		2,793		371,890
Multi-Utilities — 2.6%
National Grid plc		23,673		349,369
Pharmaceuticals — 13.2%
Novartis AG (Registered)		4,050		366,995
Novo Nordisk A/S, Class B		3,432		379,376
Roche Holding AG		1,095		372,863
Sanofi		3,368		358,560
UCB SA		3,802		334,629
				1,812,423
Professional Services — 5.3%
RELX plc		12,756		365,898
Wolters Kluwer NV		3,682		363,432
				729,330
Semiconductors & Semiconductor Equipment — 2.8%
ASML Holding NV		670		384,707
Software — 5.5%
AVEVA Group plc		13,383		384,221
SAP SE		3,735		371,264
				755,485
Trading Companies & Distributors — 8.2%
Ashtead Group plc		7,567		396,059
Brenntag SE		4,880		376,185
Bunzl plc		10,327		360,128
				1,132,372
Water Utilities — 2.5%
United Utilities Group plc		25,421		338,963
Total Common Stocks (Cost $14,054,359)				13,618,628

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: MSCI EUROPE DIVIDEND GROWERS ETF EUDV :: 49

Investments	Shares		Value
Securities Lending Reinvestments (b) — 0.7%
Investment Companies — 0.7%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $101,880)		101,880	$	101,880
	Principal Amount
Short-Term Investments — 0.4%
Repurchase Agreements (c) — 0.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $56,987 (Cost $56,986)	$	56,986		56,986
Total Investments — 100.3% (Cost $14,213,225)				13,777,494
Liabilities in excess of other assets — (0.3%)				(38,322	)
Net Assets — 100.0%			$	13,739,172

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $170,397, collateralized in the form of cash with a value of $101,880 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $87,246 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 3.00%, and maturity dates ranging from August 11, 2022 - May 15, 2049. The total value of collateral is $189,126.

(b)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $101,880.

(c)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	840,305
Aggregate gross unrealized depreciation		(1,352,923	)
Net unrealized depreciation	$	(512,618	)
Federal income tax cost	$	14,290,112

MSCI Europe Dividend Growers ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

United Kingdom	32.4	%
Switzerland	19.0	%
Germany	16.1	%
Denmark	8.1	%
Netherlands	5.4	%
Belgium	4.7	%
Norway	2.8	%
Italy	2.8	%
Ireland	2.7	%
Spain	2.6	%
France	2.6	%
Othera	0.8	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

50 :: EUDV MSCI EUROPE DIVIDEND GROWERS ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 99.6%
Aerospace & Defense — 0.2%
AeroVironment, Inc.*		526	$	48,371
Biotechnology — 3.9%
AbbVie, Inc.		3,603		530,974
Alnylam Pharmaceuticals, Inc.*		453		56,987
Beijing Wantai Biological Pharmacy Enterprise Co. Ltd., Class A		1,740		33,298
CRISPR Therapeutics AG*		887		51,490
Intellia Therapeutics, Inc.*		1,104		50,939
Mirati Therapeutics, Inc.*		834		32,660
Moderna, Inc.*		1,290		187,476
Natera, Inc.*		1,289		47,293
Novavax, Inc.*		1,049		58,041
Twist Bioscience Corp.*		1,376		46,839
Ultragenyx Pharmaceutical, Inc.*		1,054		49,433
				1,145,430
Capital Markets — 0.2%
Coinbase Global, Inc., Class A*		601		46,938
Chemicals — 12.1%
Chr Hansen Holding A/S		3,423		256,657
Corbion NV		2,071		74,926
Corteva, Inc.		9,210		576,730
FMC Corp.		4,671		572,571
International Flavors & Fragrances, Inc.		4,404		582,077
Nutrien Ltd.		5,820		568,771
Scotts Miracle-Gro Co. (The)		2,081		196,904
Sensient Technologies Corp.		2,095		183,187
Symrise AG		5,295		584,077
				3,595,900
Communications Equipment — 1.0%
Cisco Systems, Inc.		5,557		250,343
NetScout Systems, Inc.*		1,104		37,900
				288,243
Diversified Consumer Services — 0.9%
Terminix Global Holdings, Inc.*		6,060		263,065
Diversified Telecommunication Services — 0.3%
Cogent Communications Holdings, Inc.		595		35,932
Iridium Communications, Inc.*		1,102		40,895
				76,827
Electronic Equipment, Instruments & Components — 0.1%
Cognex Corp.		876		42,416

Investments	Shares		Value
Common Stocks (continued)
Entertainment — 9.2%
Activision Blizzard, Inc.		5,869	$	457,078
Electronic Arts, Inc.		2,234		309,744
Embracer Group AB*		8,902		80,780
Netflix, Inc.*		3,041		600,415
Nintendo Co. Ltd.		831		370,653
Sea Ltd., ADR*		2,767		228,720
Take-Two Interactive Software, Inc.*		607		75,590
Walt Disney Co. (The)*		5,531		610,844
				2,733,824
Equity Real Estate Investment Trusts (REITs) — 0.4%
Equinix, Inc.		119		81,764
Keppel DC REIT		28,464		42,798
				124,562
Food Products — 4.4%
Kerry Group plc, Class A		5,566		576,027
McCormick & Co., Inc. (Non-Voting)		6,114		566,890
Simply Good Foods Co. (The)*		4,078		162,957
				1,305,874
Health Care Equipment & Supplies — 8.9%
Abbott Laboratories		5,046		592,703
ABIOMED, Inc.*		190		50,103
CONMED Corp.		432		50,237
Dexcom, Inc.*		366		109,046
Edwards Lifesciences Corp.*		2,347		236,695
Glaukos Corp.*		1,215		49,608
Globus Medical, Inc., Class A*		639		42,557
ICU Medical, Inc.*		267		48,498
Inari Medical, Inc.*		780		51,324
Integra LifeSciences Holdings Corp.*		806		50,488
Intuitive Surgical, Inc.*		1,347		306,631
Masimo Corp.*		351		49,291
Medtronic plc		3,589		359,438
Neogen Corp.*		5,378		142,302
QuidelOrtho Corp.*		489		46,470
ResMed, Inc.		551		112,107
Shockwave Medical, Inc.*		290		47,621
Stryker Corp.		1,280		300,160
				2,645,279
Health Care Providers & Services — 0.9%
Acadia Healthcare Co., Inc.*		684		48,680
Guardant Health, Inc.*		1,326		54,339
Premier, Inc., Class A		1,278		47,810
Quest Diagnostics, Inc.		450		63,459
Synlab AG		2,585		51,368
				265,656

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: MSCI TRANSFORMATIONAL CHANGES ETF ANEW :: 51

Investments	Shares		Value
Common Stocks (continued)
Health Care Technology — 0.8%
Cerner Corp.		1,105	$	104,809
Inspire Medical Systems, Inc.*		278		49,159
Teladoc Health, Inc.*		1,528		52,089
Veeva Systems, Inc., Class A*		250		42,565
				248,622
Hotels, Restaurants & Leisure — 2.0%
Booking Holdings, Inc.*		266		596,787
Interactive Media & Services — 8.1%
Alphabet, Inc., Class A*		272		618,865
Meta Platforms, Inc., Class A*		3,107		601,640
Pinterest, Inc., Class A*		3,918		76,989
REA Group Ltd.		962		77,744
Snap, Inc., Class A*		5,229		73,781
Tencent Holdings Ltd.		13,423		619,902
Twitter, Inc.*		6,360		251,856
ZoomInfo Technologies, Inc.*		2,037		82,274
				2,403,051
Internet & Direct Marketing Retail — 8.4%
Alibaba Group Holding Ltd.*		54,440		667,735
Amazon.com, Inc.*		267		641,919
Delivery Hero SE*(a)		8,142		312,398
DoorDash, Inc., Class A*		7,360		566,057
eBay, Inc.		4,667		227,143
Just Eat Takeaway.com NV*(a)		3,552		79,277
				2,494,529
IT Services — 6.3%
Accenture plc, Class A		857		255,780
Block, Inc., Class A*		703		61,520
Bread Financial Holdings, Inc.		795		43,805
Cloudflare, Inc., Class A*		776		43,456
DigitalOcean Holdings, Inc.*		882		43,086
Euronet Worldwide, Inc.*		346		41,921
GDS Holdings Ltd., Class A*		12,771		48,498
GoDaddy, Inc., Class A*		646		48,482
Kyndryl Holdings, Inc.*		3,240		39,982
Marqeta, Inc., Class A*		4,075		42,665
Mastercard, Inc., Class A		1,182		423,002
Nuvei Corp.*(a)		866		44,346
Okta, Inc.*		489		40,611
PayPal Holdings, Inc.*		1,472		125,429
Perficient, Inc.*		426		41,710
Twilio, Inc., Class A*		418		43,961
Visa, Inc., Class A		2,264		480,353
				1,868,607

Investments	Shares		Value
Common Stocks (continued)
Life Sciences Tools & Services — 4.8%
10X Genomics, Inc., Class A*		1,055	$	54,005
Bio-Techne Corp.		148		54,720
Danaher Corp.		2,013		531,070
Genscript Biotech Corp.*		18,393		54,378
Illumina, Inc.*		591		141,533
Maravai LifeSciences Holdings, Inc., Class A*		1,414		44,046
Medpace Holdings, Inc.*		366		52,426
QIAGEN NV*		1,169		53,726
Thermo Fisher Scientific, Inc.		593		336,569
Wuxi Biologics Cayman, Inc.*(a)		13,500		99,781
				1,422,254
Machinery — 3.1%
AGCO Corp.		2,407		308,409
Deere & Co.		1,665		595,704
				904,113
Pharmaceuticals — 3.9%
Catalent, Inc.*		641		66,062
Johnson & Johnson		3,180		570,905
Roche Holding AG		1,563		531,863
				1,168,830
Professional Services — 0.4%
ManTech International Corp., Class A		424		40,555
Upwork, Inc.*		4,439		81,012
				121,567
Semiconductors & Semiconductor Equipment — 6.5%
Advanced Micro Devices, Inc.*		1,483		151,058
Ambarella, Inc.*		537		45,763
Broadcom, Inc.		252		146,193
Intel Corp.		3,989		177,191
Lattice Semiconductor Corp.*		835		43,437
MaxLinear, Inc.*		1,127		44,618
MediaTek, Inc.		1,991		62,079
NVIDIA Corp.		3,364		628,126
NXP Semiconductors NV		356		67,555
QUALCOMM, Inc.		1,598		228,866
Silicon Laboratories, Inc.*		285		42,511
Synaptics, Inc.*		296		43,844
Taiwan Semiconductor Manufacturing Co. Ltd., ADR		2,675		254,927
				1,936,168

See accompanying notes to the financial statements.

52 :: ANEW MSCI TRANSFORMATIONAL CHANGES ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks (continued)
Software — 10.2%
Adobe, Inc.*		1,419	$	590,985
ANSYS, Inc.*		299		77,848
Avast plc (a)		5,941		36,361
Blackbaud, Inc.*		649		41,309
BlackBerry Ltd.*		6,830		41,147
Blackline, Inc.*		557		40,783
Check Point Software Technologies Ltd.*		327		40,901
Coupa Software, Inc.*		602		41,412
Crowdstrike Holdings, Inc., Class A*		252		40,317
CyberArk Software Ltd.*		300		41,670
DocuSign, Inc.*		519		43,549
Dropbox, Inc., Class A*		1,840		38,346
Five9, Inc.*		435		42,069
Fortinet, Inc.*		184		54,122
HubSpot, Inc.*		226		76,318
Mandiant Corp.*		1,833		40,418
Microsoft Corp.		2,176		591,589
MicroStrategy, Inc., Class A*		204		53,997
NortonLifeLock, Inc.		1,642		39,966
Nutanix, Inc., Class A*		1,883		30,505
Oracle Corp.		2,828		203,390
Palo Alto Networks, Inc.*		128		64,356
Paylocity Holding Corp.*		240		41,966
Q2 Holdings, Inc.*		776		40,918
Qualys, Inc.*		353		46,130
Rapid7, Inc.*		581		41,175
RingCentral, Inc., Class A*		666		42,051
Sailpoint Technologies Holdings, Inc.*		635		40,284
SAP SE		969		96,527
ServiceNow, Inc.*		261		122,010
Sprout Social, Inc., Class A*		1,713		87,243
Tenable Holdings, Inc.*		864		43,459
Trend Micro, Inc.		690		40,574
Varonis Systems, Inc.*		1,254		41,470
VMware, Inc., Class A		335		42,913
Workday, Inc., Class A*		253		39,544
				3,037,622

Investments	Shares		Value
Common Stocks (continued)
Technology Hardware, Storage & Peripherals — 2.6%
Apple, Inc.		4,064	$	604,886
NetApp, Inc.		540		38,853
Samsung Electronics Co. Ltd., GDR (a)		90		120,735
				764,474
Total Common Stocks (Cost $34,264,096)				29,549,009
Total Investments — 99.6% (Cost $34,264,096)				29,549,009
Other assets less liabilities — 0.4%				127,417
Net Assets — 100.0%			$	29,676,426

*  Non-income producing security.

(a)  Security exempt from registration pursuant to Regulation S under the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States and as such may have restrictions on resale.

Abbreviations

ADR  American Depositary Receipt

GDR  Global Depositary Receipt

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,074,092
Aggregate gross unrealized depreciation		(5,877,206	)
Net unrealized depreciation	$	(4,803,114	)
Federal income tax cost	$	34,352,123

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: MSCI TRANSFORMATIONAL CHANGES ETF ANEW :: 53

MSCI Transformational Changes ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

United States	78.7	%
China	5.1	%
Germany	3.7	%
Canada	2.2	%
Ireland	1.9	%
Switzerland	1.8	%
Japan	1.4	%
Taiwan	1.1	%
Singapore	0.9	%
Denmark	0.9	%
Netherlands	0.5	%
South Korea	0.4	%
Israel	0.3	%
Sweden	0.3	%
Australia	0.3	%
United Kingdom	0.1	%
Othera	0.4	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

54 :: ANEW MSCI TRANSFORMATIONAL CHANGES ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 99.8%
Biotechnology — 9.5%
Moderna, Inc.*		780	$	113,357
Novavax, Inc.*		2,327		128,753
				242,110
Chemicals — 8.9%
Advanced Nano Products Co. Ltd.		570		42,478
Cabot Corp.		1,592		120,371
Nanofilm Technologies International Ltd. (a)		34,875		63,639
				226,488
Electrical Equipment — 2.5%
Nissin Electric Co. Ltd.		5,605		64,264
Electronic Equipment, Instruments & Components — 2.4%
nLight, Inc.*		2,311		28,356
Park Systems Corp.		365		32,393
				60,749
Life Sciences Tools & Services — 8.9%
Agilent Technologies, Inc.		879		112,125
Bruker Corp.		1,824		113,964
				226,089
Semiconductors & Semiconductor Equipment — 61.5%
ACM Research, Inc., Class A*		2,796		42,387
Advanced Micro Devices, Inc.*		1,226		124,880
Applied Materials, Inc.		950		111,426
ASML Holding NV		183		105,302
Axcelis Technologies, Inc.*		1,729		107,302
Entegris, Inc.		941		104,413
Intel Corp.		2,406		106,875
KLA Corp.		328		119,671
Lam Research Corp.		227		118,047
Meta Materials, Inc.*(b)		15,348		29,468
NeoPhotonics Corp.*		2,787		42,948
Onto Innovation, Inc.*		1,474		118,480
Photronics, Inc.*		3,217		69,938
SUESS MicroTec SE*		1,005		18,147
Taiwan Semiconductor Manufacturing Co. Ltd., ADR		1,075		102,447
Ultra Clean Holdings, Inc.*		2,373		79,638
Ulvac, Inc.		2,566		109,230
Veeco Instruments, Inc.*		2,636		56,489
				1,567,088

Investments	Shares		Value
Common Stocks (continued)
Technology Hardware, Storage & Peripherals — 6.1%
Canon, Inc.		4,575	$	115,214
Nano Dimension Ltd., ADR*		13,416		39,980
				155,194
Total Common Stocks (Cost $3,025,696)				2,541,982
Securities Lending Reinvestments (c) — 1.1%
Investment Companies — 1.1%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $28,710)		28,710		28,710
Total Investments — 100.9% (Cost $3,054,406)				2,570,692
Liabilities in excess of other assets — (0.9%)				(23,874	)
Net Assets — 100.0%			$	2,546,818

*  Non-income producing security.

(a)  Security exempt from registration pursuant to Regulation S under the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States and as such may have restrictions on resale.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $27,145, collateralized in the form of cash with a value of $28,710 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $28,710.

Abbreviations

ADR  American Depositary Receipt

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	96,518
Aggregate gross unrealized depreciation		(580,232	)
Net unrealized depreciation	$	(483,714	)
Federal income tax cost	$	3,054,406

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: Nanotechnology ETF TINY :: 55

Nanotechnology ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

United States	72.6	%
Japan	11.3	%
Netherlands	4.1	%
Taiwan	4.0	%
South Korea	3.0	%
Singapore	2.5	%
Israel	1.6	%
Germany	0.7	%
Othera	0.2	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

56 :: TINY Nanotechnology ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 99.8%
Automobiles — 4.1%
Tesla, Inc.*		993	$	752,952
Biotechnology — 5.0%
Regeneron Pharmaceuticals, Inc.*		1,379		916,676
Commercial Services & Supplies — 5.1%
Cintas Corp.		2,373		945,237
Electric Utilities — 10.8%
American Electric Power Co., Inc.		9,866		1,006,628
Constellation Energy Corp.		1		62
Exelon Corp.		20,233		994,452
				2,001,142
Food & Staples Retailing — 4.3%
Costco Wholesale Corp.		1,694		789,777
Health Care Equipment & Supplies — 3.2%
Dexcom, Inc.*		2,007		597,966
Hotels, Restaurants & Leisure — 5.7%
Marriott International, Inc., Class A		6,199		1,063,624
Interactive Media & Services — 4.7%
Alphabet, Inc., Class A*		382		869,142
Internet & Direct Marketing Retail — 3.7%
MercadoLibre, Inc.*		876		688,431
IT Services — 4.9%
Paychex, Inc.		7,284		901,978
Multiline Retail — 5.4%
Dollar Tree, Inc.*		6,223		997,734
Pharmaceuticals — 5.1%
AstraZeneca plc, ADR		14,285		949,667
Semiconductors & Semiconductor Equipment — 9.9%
Broadcom, Inc.		1,729		1,003,045
NVIDIA Corp.		4,383		818,393
				1,821,438

Investments	Shares		Value
Common Stocks (continued)
Software — 18.3%
Crowdstrike Holdings, Inc., Class A*		4,650	$	743,953
Palo Alto Networks, Inc.*		1,667		838,134
Splunk, Inc.*		7,660		785,610
Synopsys, Inc.*		3,180		1,015,056
				3,382,753
Specialty Retail — 4.8%
O'Reilly Automotive, Inc.*		1,384		881,843
Technology Hardware, Storage & Peripherals — 4.8%
Apple, Inc.		5,970		888,575
Total Common Stocks (Cost $19,519,816)				18,448,935
	Principal Amount
Short-Term Investments — 0.1%
Repurchase Agreements (a) — 0.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $18,506 (Cost $18,506)	$	18,506		18,506
Total Investments — 99.9% (Cost $19,538,322)				18,467,441
Other assets less liabilities — 0.1%				9,343
Net Assets — 100.0%			$	18,476,784

*  Non-income producing security.

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Abbreviations

ADR  American Depositary Receipt

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	828,289
Aggregate gross unrealized depreciation		(1,901,510	)
Net unrealized depreciation	$	(1,073,221	)
Federal income tax cost	$	19,540,662

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: Nasdaq-100 Dorsey Wright Momentum ETF QQQA :: 57

Investments	Shares		Value
Common Stocks — 99.8%
Entertainment — 65.8%
Activision Blizzard, Inc.		1,357	$	105,683
Bilibili, Inc., Class Z*		1,348		30,886
Capcom Co. Ltd.		1,018		28,942
CD Projekt SA*(a)		402		10,232
Electronic Arts, Inc.		621		86,102
Embracer Group AB*		3,756		34,083
Krafton, Inc.*		152		31,882
NCSoft Corp.		98		36,041
Netflix, Inc.*		129		25,470
Netmarble Corp. (b)		133		8,976
Nexon Co. Ltd.		2,840		70,595
Pearl Abyss Corp.*		173		8,865
ROBLOX Corp., Class A*		684		20,479
Spotify Technology SA*		340		38,342
Square Enix Holdings Co. Ltd.		514		25,593
Take-Two Interactive Software, Inc.*		733		91,280
Tencent Music Entertainment Group, ADR*		5,073		21,205
Ubisoft Entertainment SA*		622		32,553
Wemade Co. Ltd.		109		7,524
				714,733
Interactive Media & Services — 5.2%
Bumble, Inc., Class A*		513		14,621
fuboTV, Inc.*(a)		753		2,477
JOYY, Inc., ADR		385		16,320
Snap, Inc., Class A*		1,663		23,465
				56,883
Internet & Direct Marketing Retail — 15.4%
Dada Nexus Ltd., ADR*		1,437		10,849
Deliveroo plc*(b)		5,386		6,392
Delivery Hero SE*(b)		673		25,822
DoorDash, Inc., Class A*		493		37,917
Just Eat Takeaway.com NV*(b)		1,207		26,939
Meituan*(b)		2,514		59,909
				167,828
Leisure Products — 4.1%
Peloton Interactive, Inc., Class A*		1,754		24,486
Sega Sammy Holdings, Inc.		1,058		19,691
				44,177
Road & Rail — 7.6%
Lyft, Inc., Class A*		1,791		31,665
Uber Technologies, Inc.*		2,171		50,367
				82,032

Investments	Shares		Value
Common Stocks (continued)
Semiconductors & Semiconductor Equipment — 1.7%
Ambarella, Inc.*		216	$	18,408
Total Common Stocks (Cost $2,036,513)				1,084,061
Securities Lending Reinvestments (c) — 0.2%
Investment Companies — 0.2%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $2,449)		2,449		2,449
Total Investments — 100.0% (Cost $2,038,962)				1,086,510
Other assets less liabilities — 0.0% (d)				116
Net Assets — 100.0%			$	1,086,626

*  Non-income producing security.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $11,184, collateralized in the form of cash with a value of $2,449 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $10,631 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 3.00%, and maturity dates ranging from August 11, 2022 - May 15, 2049. The total value of collateral is $13,080.

(b)  Security exempt from registration pursuant to Regulation S under the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States and as such may have restrictions on resale.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $2,449.

(d)  Represents less than 0.05% of net assets.

Abbreviations

ADR  American Depositary Receipt

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	22,035
Aggregate gross unrealized depreciation		(1,013,697	)
Net unrealized depreciation	$	(991,662	)
Federal income tax cost	$	2,078,172

See accompanying notes to the financial statements.

58 :: OND On-Demand ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

On-Demand ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

United States	49.0	%
Japan	13.3	%
China	11.3	%
South Korea	8.6	%
Luxembourg	3.5	%
Sweden	3.1	%
France	3.0	%
Netherlands	2.5	%
Germany	2.4	%
Singapore	1.5	%
Poland	1.0	%
United Kingdom	0.6	%
Othera	0.2	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ON-DEMAND ETF OND :: 59

Investments	Shares		Value
Common Stocks — 99.9%
Entertainment — 2.0%
Sea Ltd., ADR*		76,703	$	6,340,270
Health Care Equipment & Supplies — 1.9%
Figs, Inc., Class A*		669,129		5,955,248
Internet & Direct Marketing Retail — 95.8%
1-800-Flowers.com, Inc., Class A*		605,465		5,909,338
Alibaba Group Holding Ltd., ADR*		433,252		41,613,855
Amazon.com, Inc.*		32,642		78,477,569
BARK, Inc.*(a)		2,470,393		6,175,982
Betterware de Mexico SAB de CV (a)		414,611		5,800,408
Cango, Inc., ADR*(a)		203,849		638,047
CarParts.com, Inc.*		797,198		6,034,789
Chewy, Inc., Class A*(a)		288,771		7,161,521
ContextLogic, Inc., Class A*(a)		3,613,079		6,359,019
Coupang, Inc.*(a)		255,084		3,446,185
Dada Nexus Ltd., ADR*		97,696		737,605
DoorDash, Inc., Class A*		125,015		9,614,904
eBay, Inc.		337,392		16,420,869
Etsy, Inc.*		95,654		7,759,452
Farfetch Ltd., Class A*		103,365		927,184
Fiverr International Ltd.*(a)		15,621		660,925
Global-e Online Ltd.*		41,221		794,329
Groupon, Inc.*(a)		411,725		6,361,151
JD.com, Inc., ADR		210,730		11,826,168
Lands' End, Inc.*		504,660		5,854,056
Liquidity Services, Inc.*		421,858		5,720,394
MercadoLibre, Inc.*		7,002		5,502,732
Overstock.com, Inc.*		198,606		6,154,800
Ozon Holdings plc, ADR*‡(b)		60,470		—
PetMed Express, Inc. (a)		265,638		5,852,005
Pinduoduo, Inc., ADR*		172,435		8,682,102
Poshmark, Inc., Class A*		551,465		6,027,512
Quotient Technology, Inc.*		1,354,904		5,663,499
Qurate Retail, Inc., Series A		1,686,160		6,087,038
RealReal, Inc. (The)*		2,051,950		6,730,396
Revolve Group, Inc.*		219,788		6,457,371
Shutterstock, Inc.		104,856		6,312,331
Stitch Fix, Inc., Class A*		765,195		6,481,202
Uxin Ltd., ADR*		1,489,458		625,572
Vipshop Holdings Ltd., ADR*		130,327		1,212,041
Wayfair, Inc., Class A*(a)		126,426		7,508,440
				307,590,791
Personal Products — 0.2%
Yatsen Holding Ltd., ADR*(a)		1,471,114		725,701
Total Common Stocks (Cost $647,706,428)				320,612,010

Investments	Shares		Value
Securities Lending Reinvestments (c) — 7.7%
Investment Companies — 7.7%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $24,777,454)		24,777,454	$	24,777,454
	Principal Amount
Short-Term Investments — 0.0% (d)
Repurchase Agreements (e) — 0.0% (d)
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $62,973 (Cost $62,973)	$	62,973		62,973
Total Investments — 107.6% (Cost $672,546,855)				345,452,437
Liabilities in excess of other assets — (7.6%)				(24,349,582	)
Net Assets — 100.0%			$	321,102,855

*  Non-income producing security.

‡  Value determined using significant unobservable inputs.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $30,849,497, collateralized in the form of cash with a value of $24,777,454 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $7,987,056 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 4.63%, and maturity dates ranging from June 9, 2022 - August 15, 2050. The total value of collateral is $32,764,510.

(b)  Security fair valued as of May 31, 2022 in accordance with procedures approved by the Board of Trustees. Total value of all such securities at May 31, 2022 amounted to $0, which represents approximately 0.00% of net assets of the Fund.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $24,777,454.

(d)  Represents less than 0.05% of net assets.

(e)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Abbreviations

ADR  American Depositary Receipt

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(349,309,208	)
Net unrealized depreciation	$	(349,309,208	)
Federal income tax cost	$	694,761,645

See accompanying notes to the financial statements.

60 :: ONLN ONLINE RETAIL ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTSPROSHARES TRUST

Investments	Shares		Value
Common Stocks — 99.8%
Distributors — 0.0% (a)
Arata Corp.		1,236	$	38,548
Diversified Consumer Services — 0.8%
Rover Group, Inc.*		260,495		1,411,883
Food Products — 12.8%
Freshpet, Inc.*		135,080		9,721,707
General Mills, Inc.		55,578		3,882,123
J M Smucker Co. (The)		9,737		1,220,728
Nestle SA (Registered)		60,179		7,340,433
				22,164,991
Health Care Equipment & Supplies — 13.6%
Heska Corp.*		30,398		3,033,416
IDEXX Laboratories, Inc.*		45,154		17,683,210
Vimian Group AB*		371,353		2,226,380
Zomedica Corp.*		2,877,272		672,994
				23,616,000
Health Care Providers & Services — 8.7%
AmerisourceBergen Corp.		13,878		2,148,176
Covetrus, Inc.*		310,630		6,467,317
CVS Group plc		210,566		4,760,096
Patterson Cos., Inc.		8,045		254,141
PetIQ, Inc.*		80,909		1,388,398
				15,018,128
Household Products — 6.5%
Central Garden & Pet Co., Class A*		120,237		5,089,632
Colgate-Palmolive Co.		77,190		6,083,344
				11,172,976
Insurance — 4.4%
Anicom Holdings, Inc.		210,646		1,089,760
Trupanion, Inc.*		98,630		6,596,374
				7,686,134
Internet & Direct Marketing Retail — 4.8%
BARK, Inc.*		223,901		559,753
Chewy, Inc., Class A*		263,111		6,525,153
PetMed Express, Inc.		58,781		1,294,945
				8,379,851
Pharmaceuticals — 37.3%
Dechra Pharmaceuticals plc		309,112		14,162,658
Elanco Animal Health, Inc.*		734,343		17,403,929
Merck & Co., Inc.		81,398		7,491,058

Investments	Shares		Value
Common Stocks (continued)
SwedenCare AB		365,837	$	3,573,728
Virbac SA		12,435		5,052,821
Zoetis, Inc.		98,916		16,907,712
				64,591,906
Specialty Retail — 10.9%
Musti Group OYJ*		91,036		1,780,672
Pet Center Comercio e Participacoes SA		978,470		2,497,363
Pet Valu Holdings Ltd.		77,209		2,008,282
Petco Health & Wellness Co., Inc.*		394,808		6,301,136
Pets at Home Group plc		1,443,362		6,311,168
				18,898,621
Total Common Stocks (Cost $245,221,635)				172,979,038
	Principal Amount
Short-Term Investments — 0.1%
Repurchase Agreements (b) — 0.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $244,015 (Cost $244,009)	$	244,009		244,009
Total Investments — 99.9% (Cost $245,465,644)				173,223,047
Other assets less liabilities — 0.1%				165,213
Net Assets — 100.0%			$	173,388,260

*  Non-income producing security.

(a)  Represents less than 0.05% of net assets.

(b)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	2,285,339
Aggregate gross unrealized depreciation		(75,248,149	)
Net unrealized depreciation	$	(72,962,810	)
Federal income tax cost	$	246,185,857

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: PET CARE ETF PAWZ :: 61

Pet Care ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

United States	70.1	%
United Kingdom	14.6	%
Switzerland	4.2	%
Sweden	3.3	%
France	2.9	%
Canada	1.6	%
Brazil	1.4	%
Finland	1.0	%
Japan	0.7	%
Othera	0.2	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

62 :: PAWZ PET CARE ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 99.8%
Banks — 25.0%
Associated Banc-Corp.		435,250	$	9,009,675
Atlantic Union Bankshares Corp.		261,417		9,217,563
BancFirst Corp.		131,808		11,958,940
City Holding Co. (a)		128,053		10,511,871
Community Bank System, Inc.		140,548		9,276,168
First Interstate BancSystem, Inc., Class A (a)		264,750		10,079,032
First Merchants Corp.		236,558		9,736,727
Fulton Financial Corp.		584,743		9,268,176
Home BancShares, Inc.		457,611		10,337,432
Independent Bank Corp.		122,407		10,196,503
International Bancshares Corp.		247,704		10,386,229
Lakeland Bancorp, Inc.		585,402		9,085,439
Lakeland Financial Corp.		129,416		9,338,659
Northwest Bancshares, Inc.		735,778		9,484,178
Premier Financial Corp.		332,165		9,024,923
Sandy Spring Bancorp, Inc.		223,936		9,483,690
Simmons First National Corp., Class A		368,024		9,461,897
Southside Bancshares, Inc.		248,415		10,018,577
Tompkins Financial Corp.		129,432		9,864,013
United Bankshares, Inc.		292,203		10,975,145
Washington Trust Bancorp, Inc.		191,393		9,607,929
WesBanco, Inc.		290,869		9,906,998
				216,229,764
Building Products — 2.7%
Apogee Enterprises, Inc.		225,954		9,399,687
Griffon Corp.		436,748		14,006,508
				23,406,195
Capital Markets — 1.2%
Cohen & Steers, Inc.		130,732		9,963,086
Chemicals — 7.1%
Avient Corp.		203,066		9,990,847
Balchem Corp.		72,394		9,007,986
HB Fuller Co.		154,165		10,958,048
Quaker Chemical Corp. (a)		57,283		8,959,061
Sensient Technologies Corp. (a)		128,471		11,233,504
Stepan Co.		99,289		11,131,290
				61,280,736
Commercial Services & Supplies — 6.0%
ABM Industries, Inc.		218,871		10,582,413
Brady Corp., Class A		220,880		10,714,889
Healthcare Services Group, Inc. (a)		627,552		10,775,068
HNI Corp.		262,830		10,021,708
Matthews International Corp., Class A		301,796		9,766,118
				51,860,196

Investments	Shares		Value
Common Stocks (continued)
Electric Utilities — 3.4%
ALLETE, Inc.		157,062	$	9,740,985
PNM Resources, Inc.		222,470		10,573,999
Portland General Electric Co.		189,572		9,336,421
				29,651,405
Electronic Equipment, Instruments & Components — 1.0%
Badger Meter, Inc.		104,466		8,267,439
Equity Real Estate Investment Trusts (REITs) — 2.0%
STAG Industrial, Inc.		254,757		8,483,408
Terreno Realty Corp.		145,311		8,821,831
				17,305,239
Food & Staples Retailing — 2.1%
Andersons, Inc. (The)		211,226		7,944,210
SpartanNash Co.		309,027		10,633,619
				18,577,829
Food Products — 3.9%
Calavo Growers, Inc.		234,477		7,983,942
J & J Snack Foods Corp.		62,266		7,983,747
Lancaster Colony Corp.		62,716		7,645,080
Tootsie Roll Industries, Inc.		294,993		9,755,418
				33,368,187
Gas Utilities — 7.4%
Chesapeake Utilities Corp.		72,744		9,716,416
New Jersey Resources Corp.		225,371		10,349,036
Northwest Natural Holding Co.		182,174		9,890,227
South Jersey Industries, Inc. (a)		294,641		10,268,239
Southwest Gas Holdings, Inc.		138,502		12,898,691
Spire, Inc.		144,061		11,279,976
				64,402,585
Health Care Equipment & Supplies — 2.1%
Atrion Corp.		14,082		8,854,621
LeMaitre Vascular, Inc.		210,468		9,622,597
				18,477,218
Health Care Providers & Services — 1.1%
Ensign Group, Inc. (The) (a)		119,291		9,682,850
Household Products — 1.1%
WD-40 Co. (a)		49,170		9,282,804
Insurance — 1.2%
Horace Mann Educators Corp.		247,645		10,019,717

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: RUSSELL 2000 DIVIDEND GROWERS ETF SMDV :: 63

Investments	Shares		Value
Common Stocks (continued)
Internet & Direct Marketing Retail — 1.0%
PetMed Express, Inc. (a)		386,857	$	8,522,460
Machinery — 6.2%
Douglas Dynamics, Inc.		272,002		8,546,303
Franklin Electric Co., Inc.		122,868		9,057,829
Hillenbrand, Inc.		216,418		9,054,929
Lindsay Corp.		74,272		9,358,272
Standex International Corp.		95,068		8,850,831
Trinity Industries, Inc.		335,566		8,342,170
				53,210,334
Media — 1.3%
John Wiley & Sons, Inc., Class A		204,928		10,852,987
Metals & Mining — 3.3%
Kaiser Aluminum Corp.		107,197		10,952,318
Materion Corp.		123,193		10,099,362
Worthington Industries, Inc.		170,067		7,931,925
				28,983,605
Mortgage Real Estate Investment Trusts (REITs) — 1.1%
Arbor Realty Trust, Inc.		576,478		9,465,769
Multi-Utilities — 3.5%
Avista Corp.		219,501		9,535,123
Black Hills Corp.		140,121		10,741,676
NorthWestern Corp.		165,032		10,111,511
				30,388,310
Paper & Forest Products — 1.3%
Neenah, Inc.		301,341		11,423,837
Personal Products — 1.2%
Nu Skin Enterprises, Inc., Class A (a)		221,070		10,312,916
Professional Services — 1.3%
Insperity, Inc.		113,450		11,352,942
Real Estate Management & Development — 1.1%
Kennedy-Wilson Holdings, Inc.		463,739		9,766,343
Thrifts & Mortgage Finance — 1.0%
Federal Agricultural Mortgage Corp., Class C		86,292		9,061,523
Tobacco — 1.3%
Universal Corp.		177,915		11,329,627

Investments	Shares		Value
Common Stocks (continued)
Trading Companies & Distributors — 3.5%
Applied Industrial Technologies, Inc.		101,435	$	10,489,393
GATX Corp.		89,104		9,618,777
McGrath RentCorp		126,402		10,391,509
				30,499,679
Water Utilities — 4.2%
American States Water Co.		115,728		9,171,444
California Water Service Group		173,943		9,335,521
Middlesex Water Co.		95,717		8,138,816
SJW Group		149,861		9,268,903
				35,914,684
Wireless Telecommunication Services — 1.2%
Telephone and Data Systems, Inc.		567,808		10,067,236
Total Common Stocks (Cost $812,997,048)				862,927,502
Securities Lending Reinvestments (b) — 1.0%
Investment Companies — 1.0%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $8,704,260)		8,704,260		8,704,260
	Principal Amount
Short-Term Investments — 0.1%
Repurchase Agreements (c) — 0.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $810,577 (Cost $810,560)	$	810,560		810,560
Total Investments — 100.9% (Cost $822,511,868)				872,442,322
Liabilities in excess of other assets — (0.9%)				(7,529,385	)
Net Assets — 100.0%			$	864,912,937

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $15,911,326, collateralized in the form of cash with a value of $8,704,260 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $7,690,598 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.75%, and maturity dates ranging from June 15, 2022 - November 15, 2051. The total value of collateral is $16,394,858.

See accompanying notes to the financial statements.

64 :: SMDV RUSSELL 2000 DIVIDEND GROWERS ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

(b)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $8,704,260.

(c)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	103,174,414
Aggregate gross unrealized depreciation		(55,785,084	)
Net unrealized appreciation	$	47,389,330
Federal income tax cost	$	825,052,992

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: RUSSELL 2000 DIVIDEND GROWERS ETF SMDV :: 65

Investments	Shares		Value
Common Stocks — 99.7%
Banks — 3.2%
Commerce Bancshares, Inc.		3,081	$	213,144
United Bankshares, Inc.		6,127		230,130
				443,274
Beverages — 4.6%
Brown-Forman Corp., Class B		3,054		201,930
Coca-Cola Co. (The)		3,417		216,569
PepsiCo, Inc.		1,290		216,398
				634,897
Building Products — 1.7%
Carlisle Cos., Inc.		921		234,330
Capital Markets — 2.8%
Franklin Resources, Inc.		7,583		205,348
S&P Global, Inc.		524		183,127
				388,475
Chemicals — 10.0%
Air Products and Chemicals, Inc.		936		230,406
HB Fuller Co.		3,232		229,730
PPG Industries, Inc.		1,725		218,195
RPM International, Inc.		2,627		231,439
Sherwin-Williams Co. (The)		827		221,669
Stepan Co.		2,082		233,413
				1,364,852
Commercial Services & Supplies — 4.7%
ABM Industries, Inc.		4,589		221,878
Brady Corp., Class A		4,631		224,650
MSA Safety, Inc.		1,528		194,805
				641,333
Containers & Packaging — 1.6%
Sonoco Products Co.		3,741		218,736
Distributors — 1.7%
Genuine Parts Co.		1,744		238,457
Diversified Telecommunication Services — 1.4%
AT&T, Inc.		8,957		190,695
Electric Utilities — 1.6%
MGE Energy, Inc.		2,818		223,665
Electrical Equipment — 1.5%
Emerson Electric Co.		2,335		207,021

Investments	Shares		Value
Common Stocks (continued)
Equity Real Estate Investment Trusts (REITs) — 1.5%
Federal Realty Investment Trust		1,781	$	204,762
Food & Staples Retailing — 4.4%
Sysco Corp. (a)		2,517		211,881
Walgreens Boots Alliance, Inc.		4,481		196,402
Walmart, Inc.		1,497		192,559
				600,842
Food Products — 5.8%
Archer-Daniels-Midland Co.		2,582		234,497
Hormel Foods Corp.		4,134		201,202
Lancaster Colony Corp.		1,314		160,177
Tootsie Roll Industries, Inc.		6,185		204,538
				800,414
Gas Utilities — 3.3%
National Fuel Gas Co.		3,269		240,369
Northwest Natural Holding Co.		3,820		207,388
				447,757
Health Care Equipment & Supplies — 4.4%
Abbott Laboratories		1,761		206,847
Becton Dickinson and Co.		776		198,501
Embecta Corp.*		156		3,866
Medtronic plc		1,974		197,696
				606,910
Hotels, Restaurants & Leisure — 1.7%
McDonald's Corp.		907		228,754
Household Durables — 1.6%
Leggett & Platt, Inc.		5,733		224,562
Household Products — 6.3%
Clorox Co. (The)		1,478		214,842
Colgate-Palmolive Co.		2,764		217,831
Kimberly-Clark Corp.		1,656		220,281
Procter & Gamble Co. (The)		1,379		203,927
				856,881
Industrial Conglomerates — 1.6%
3M Co.		1,458		217,665
Insurance — 6.4%
Aflac, Inc.		3,559		215,569
Cincinnati Financial Corp.		1,736		221,965
Old Republic International Corp.		8,100		193,752
RLI Corp.		2,068		250,476
				881,762

See accompanying notes to the financial statements.

66 :: TMDV RUSSELL U.S. DIVIDEND GROWERS ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks (continued)
IT Services — 1.7%
Automatic Data Processing, Inc.		1,026	$	228,736
Machinery — 6.8%
Dover Corp.		1,417		189,750
Illinois Tool Works, Inc.		1,008		209,735
Nordson Corp.		944		205,679
Stanley Black & Decker, Inc.		1,322		156,908
Tennant Co.		2,693		167,612
				929,684
Metals & Mining — 1.5%
Nucor Corp.		1,542		204,253
Multiline Retail — 1.1%
Target Corp.		954		154,434
Multi-Utilities — 3.4%
Black Hills Corp.		2,938		225,227
Consolidated Edison, Inc.		2,379		236,140
				461,367
Pharmaceuticals — 1.7%
Johnson & Johnson		1,261		226,387
Specialty Retail — 1.4%
Lowe's Cos., Inc.		954		186,316
Tobacco — 1.7%
Universal Corp.		3,731		237,590
Trading Companies & Distributors — 1.6%
WW Grainger, Inc.		438		213,337
Water Utilities — 5.5%
American States Water Co.		2,427		192,340
California Water Service Group		3,648		195,788
Middlesex Water Co.		2,006		170,570
SJW Group		3,141		194,271
				752,969
Wireless Telecommunication Services — 1.5%
Telephone and Data Systems, Inc.		11,906		211,093
Total Common Stocks (Cost $13,415,975)				13,662,210

Investments	Principal Amount		Value
Short-Term Investments — 0.1%
Repurchase Agreements (b) — 0.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $7,831 (Cost $7,831)	$	7,831	$	7,831
Total Investments — 99.8% (Cost $13,423,806)				13,670,041
Other assets less liabilities — 0.2%				22,103
Net Assets — 100.0%			$	13,692,144

*  Non-income producing security.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $84, collateralized in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 30, 2022 - August 15, 2050. The total value of collateral is $88.

(b)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,077,729
Aggregate gross unrealized depreciation		(855,301	)
Net unrealized appreciation	$	222,428
Federal income tax cost	$	13,447,613

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: RUSSELL U.S. DIVIDEND GROWERS ETF TMDV :: 67

Investments	Principal Amount		Value
Corporate Bonds — 98.4%
Aerospace & Defense — 4.6%
Boeing Co. (The)
3.20%, 3/1/2029	$	184,000	$	164,380
5.71%, 5/1/2040		200,000		195,087
5.81%, 5/1/2050		20,000		19,556
5.93%, 5/1/2060		100,000		97,918
Lockheed Martin Corp.
4.09%, 9/15/2052		103,000		101,113
Northrop Grumman Corp.
3.25%, 1/15/2028		200,000		193,880
Raytheon Technologies Corp.
4.50%, 6/1/2042		128,000		127,719
				899,653
Airlines — 0.3%
Southwest Airlines Co. 5.13%, 6/15/2027		52,000		54,086
Automobiles — 1.7%
General Motors Co.
6.80%, 10/1/2027		250,000		270,422
5.00%, 10/1/2028		66,000		65,940
				336,362
Banks — 7.6%
Bank of America Corp.
4.20%, 8/26/2024		64,000		65,133
4.00%, 1/22/2025		102,000		102,732
Series L, 3.95%, 4/21/2025		100,000		100,685
Series L, 4.18%, 11/25/2027		50,000		49,819
7.75%, 5/14/2038		100,000		130,530
Citigroup, Inc.
4.40%, 6/10/2025		10,000		10,113
3.20%, 10/21/2026		100,000		96,917
4.45%, 9/29/2027		62,000		62,189
4.65%, 7/23/2048		130,000		130,056
JPMorgan Chase & Co.
3.90%, 7/15/2025		154,000		156,672
2.95%, 10/1/2026		22,000		21,339
PNC Financial Services Group, Inc. (The)
2.55%, 1/22/2030		47,000		41,936
Truist Bank
3.20%, 4/1/2024		100,000		100,376
Wells Fargo & Co.
3.30%, 9/9/2024		127,000		127,654
3.00%, 2/19/2025		2,000		1,985
3.55%, 9/29/2025		114,000		113,948
3.00%, 4/22/2026		2,000		1,939
3.00%, 10/23/2026		200,000		192,931
				1,506,954

Investments	Principal Amount		Value
Corporate Bonds (continued)
Beverages — 1.4%
Coca-Cola Co. (The)
2.88%, 5/5/2041	$	150,000	$	127,100
Molson Coors Beverage Co.
4.20%, 7/15/2046		32,000		27,572
PepsiCo, Inc.
1.95%, 10/21/2031		130,000		113,324
				267,996
Biotechnology — 5.8%
AbbVie, Inc.
3.75%, 11/14/2023		3,000		3,042
3.60%, 5/14/2025		160,000		160,855
3.20%, 5/14/2026		80,000		78,732
4.88%, 11/14/2048		200,000		203,364
4.25%, 11/21/2049		32,000		29,848
Amgen, Inc.
2.20%, 2/21/2027		244,000		229,389
1.65%, 8/15/2028		115,000		101,188
2.00%, 1/15/2032		135,000		113,166
Biogen, Inc.
2.25%, 5/1/2030		100,000		84,101
Gilead Sciences, Inc.
3.65%, 3/1/2026		20,000		20,050
1.65%, 10/1/2030		1,000		844
4.75%, 3/1/2046		106,000		105,961
2.80%, 10/1/2050		3,000		2,194
				1,132,734
Building Products — 0.7%
Carrier Global Corp. 2.70%, 2/15/2031		160,000		139,185
Capital Markets — 5.4%
Bank of New York Mellon Corp. (The)
3.35%, 4/25/2025		166,000		166,222
Charles Schwab Corp. (The)
0.75%, 3/18/2024		64,000		61,865
Goldman Sachs Group, Inc. (The)
3.85%, 1/26/2027		350,000		347,030
3.80%, 3/15/2030		150,000		144,385
6.75%, 10/1/2037		44,000		51,907
Morgan Stanley
Series F, 3.88%, 4/29/2024		100,000		102,023
3.13%, 7/27/2026		100,000		97,181
4.38%, 1/22/2047		100,000		96,281
				1,066,894
Chemicals — 0.5%
DuPont de Nemours, Inc. 4.21%, 11/15/2023		100,000		101,869

See accompanying notes to the financial statements.

68 :: SPXB S&P 500® BOND ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Corporate Bonds (continued)
Consumer Finance — 1.3%
American Express Co.
3.40%, 2/22/2024	$	17,000	$	17,081
1.65%, 11/4/2026		154,000		141,917
Capital One Financial Corp.
3.80%, 1/31/2028		100,000		96,871
				255,869
Diversified Telecommunication Services — 7.0%
AT&T, Inc.
4.35%, 3/1/2029		200,000		202,428
4.30%, 2/15/2030		3,000		3,028
2.75%, 6/1/2031		266,000		238,245
3.50%, 9/15/2053		233,000		188,169
Verizon Communications, Inc.
0.75%, 3/22/2024		191,000		184,782
1.45%, 3/20/2026		2,000		1,857
4.13%, 3/16/2027		3,000		3,075
4.33%, 9/21/2028		187,000		189,916
4.02%, 12/3/2029		2,000		1,984
1.50%, 9/18/2030		100,000		82,697
4.86%, 8/21/2046		100,000		103,972
3.55%, 3/22/2051		2,000		1,695
3.70%, 3/22/2061		200,000		167,824
				1,369,672
Electric Utilities — 1.6%
NextEra Energy Capital Holdings, Inc.
2.25%, 6/1/2030		145,000		125,472
Southern Co. (The)
2.95%, 7/1/2023		128,000		128,197
Series A, 3.70%, 4/30/2030		70,000		66,623
				320,292
Energy Equipment & Services — 0.0% (a)
Halliburton Co. 2.92%, 3/1/2030		1,000		917
Entertainment — 1.8%
Walt Disney Co. (The)
1.75%, 8/30/2024		40,000		38,906
2.65%, 1/13/2031		118,000		106,906
2.75%, 9/1/2049		150,000		113,071
3.60%, 1/13/2051		100,000		87,932
				346,815
Equity Real Estate Investment Trusts (REITs) — 1.5%
American Tower Corp.
3.80%, 8/15/2029		36,000		33,956
Crown Castle International Corp.
2.90%, 4/1/2041		100,000		75,103

Investments	Principal Amount		Value
Corporate Bonds (continued)
Equinix, Inc.
3.20%, 11/18/2029	$	64,000	$	58,679
Simon Property Group LP
3.80%, 7/15/2050		154,000		131,517
				299,255
Food & Staples Retailing — 1.0%
Costco Wholesale Corp.
1.60%, 4/20/2030		72,000		61,908
Sysco Corp.
6.60%, 4/1/2050		44,000		53,816
Walmart, Inc.
2.50%, 9/22/2041		100,000		80,851
				196,575
Food Products — 1.2%
Conagra Brands, Inc.
5.40%, 11/1/2048		54,000		54,437
Kraft Heinz Foods Co.
6.88%, 1/26/2039		161,000		185,405
				239,842
Health Care Equipment & Supplies — 1.9%
Abbott Laboratories
4.90%, 11/30/2046		129,000		142,522
Becton Dickinson and Co.
3.70%, 6/6/2027		124,000		122,980
Medtronic, Inc.
4.63%, 3/15/2045		110,000		116,030
				381,532
Health Care Providers & Services — 7.5%
Anthem, Inc.
2.38%, 1/15/2025		246,000		241,186
3.60%, 3/15/2051		2,000		1,734
Cigna Corp.
3.75%, 7/15/2023		4,000		4,041
4.13%, 11/15/2025		40,000		40,695
4.90%, 12/15/2048		201,000		201,595
CVS Health Corp.
3.75%, 4/1/2030		2,000		1,931
1.88%, 2/28/2031		166,000		137,974
4.78%, 3/25/2038		1,000		1,000
5.13%, 7/20/2045		183,000		186,887
5.05%, 3/25/2048		54,000		55,295
4.25%, 4/1/2050		150,000		136,237
HCA, Inc.
5.25%, 6/15/2049		250,000		241,605
UnitedHealth Group, Inc.
2.90%, 5/15/2050		121,000		94,548
3.25%, 5/15/2051		150,000		124,875
				1,469,603

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: S&P 500® BOND ETF SPXB :: 69

Investments	Principal Amount		Value
Corporate Bonds (continued)
Hotels, Restaurants & Leisure — 1.0%
Booking Holdings, Inc.
4.63%, 4/13/2030	$	38,000	$	39,264
Expedia Group, Inc.
3.25%, 2/15/2030		27,000		23,846
Starbucks Corp.
2.55%, 11/15/2030		159,000		139,450
				202,560
Industrial Conglomerates — 1.0%
GE Capital International Funding Co. Unlimited Co.
4.42%, 11/15/2035		150,000		148,122
Honeywell International, Inc.
2.80%, 6/1/2050		72,000		57,805
				205,927
Insurance — 2.3%
Berkshire Hathaway Finance Corp.
4.20%, 8/15/2048		216,000		210,228
4.25%, 1/15/2049		20,000		19,506
Marsh & McLennan Cos., Inc.
4.90%, 3/15/2049		189,000		195,813
Prudential Financial, Inc.
3.70%, 3/13/2051		26,000		22,710
				448,257
Interactive Media & Services — 0.7%
Alphabet, Inc. 2.00%, 8/15/2026		150,000		144,014
Internet & Direct Marketing Retail — 3.9%
Amazon.com, Inc.
0.45%, 5/12/2024		130,000		124,579
2.80%, 8/22/2024		130,000		130,380
1.20%, 6/3/2027		144,000		129,868
1.50%, 6/3/2030		100,000		85,364
3.88%, 8/22/2037		2,000		1,978
2.50%, 6/3/2050		76,000		56,227
4.25%, 8/22/2057		200,000		199,929
eBay, Inc.
3.65%, 5/10/2051		46,000		36,757
				765,082
IT Services — 4.0%
Fiserv, Inc.
2.65%, 6/1/2030		32,000		27,963
4.40%, 7/1/2049		150,000		136,129
Global Payments, Inc.
2.90%, 5/15/2030 (b)		100,000		87,591

Investments	Principal Amount		Value
Corporate Bonds (continued)
International Business Machines Corp.
3.50%, 5/15/2029	$	215,000	$	207,661
1.95%, 5/15/2030		2,000		1,715
4.25%, 5/15/2049		51,000		47,787
Mastercard, Inc.
3.85%, 3/26/2050		62,000		58,187
PayPal Holdings, Inc.
2.40%, 10/1/2024		120,000		118,414
Visa, Inc.
3.15%, 12/14/2025		100,000		100,146
2.70%, 4/15/2040		2,000		1,678
				787,271
Life Sciences Tools & Services — 0.4%
Thermo Fisher Scientific, Inc. 2.80%, 10/15/2041		100,000		80,436
Machinery — 0.5%
Caterpillar, Inc. 3.25%, 4/9/2050		120,000		102,738
Media — 3.4%
Comcast Corp.
3.95%, 10/15/2025		118,000		120,399
3.15%, 3/1/2026		250,000		247,782
2.65%, 2/1/2030		32,000		29,609
4.25%, 10/15/2030		28,000		28,550
3.75%, 4/1/2040		2,000		1,830
Discovery Communications LLC
4.65%, 5/15/2050		72,000		60,739
Fox Corp.
5.58%, 1/25/2049		100,000		103,962
Paramount Global
4.20%, 5/19/2032 (b)		79,000		74,037
				666,908
Oil, Gas & Consumable Fuels — 5.3%
Chevron Corp.
2.24%, 5/11/2030		274,000		248,368
ConocoPhillips Co.
2.40%, 3/7/2025		100,000		98,196
Diamondback Energy, Inc.
4.25%, 3/15/2052		105,000		93,364
Exxon Mobil Corp.
3.04%, 3/1/2026		42,000		41,768
4.23%, 3/19/2040		240,000		238,321
4.33%, 3/19/2050		62,000		62,554
Kinder Morgan, Inc.
4.30%, 3/1/2028		100,000		100,262
MPLX LP
2.65%, 8/15/2030		45,000		38,973

See accompanying notes to the financial statements.

70 :: SPXB S&P 500® BOND ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Corporate Bonds (continued)
Phillips 66
3.30%, 3/15/2052	$	2,000	$	1,564
Pioneer Natural Resources Co.
2.15%, 1/15/2031		48,000		40,915
Valero Energy Corp.
3.65%, 12/1/2051		100,000		78,801
				1,043,086
Pharmaceuticals — 4.8%
Bristol-Myers Squibb Co.
2.90%, 7/26/2024		209,000		209,367
3.90%, 2/20/2028		122,000		123,844
3.40%, 7/26/2029		56,000		55,305
Johnson & Johnson
2.95%, 3/3/2027		250,000		248,534
2.45%, 9/1/2060		2,000		1,416
Merck & Co., Inc.
1.45%, 6/24/2030		150,000		127,423
Pfizer, Inc.
1.75%, 8/18/2031		100,000		85,444
Utah Acquisition Sub, Inc.
3.95%, 6/15/2026		94,000		91,814
				943,147
Road & Rail — 0.7%
Norfolk Southern Corp.
3.05%, 5/15/2050		28,000		21,689
Union Pacific Corp.
2.80%, 2/14/2032		130,000		118,342
				140,031
Semiconductors & Semiconductor Equipment — 3.1%
Broadcom, Inc.
4.75%, 4/15/2029		100,000		100,023
4.15%, 11/15/2030		3,000		2,850
4.30%, 11/15/2032		2,000		1,896
Intel Corp.
3.90%, 3/25/2030		36,000		36,277
3.25%, 11/15/2049		20,000		16,541
4.75%, 3/25/2050		33,000		34,399
3.05%, 8/12/2051		100,000		79,091
NVIDIA Corp.
2.85%, 4/1/2030		200,000		187,622
QUALCOMM, Inc.
3.25%, 5/20/2027		150,000		149,034
				607,733
Software — 5.4%
Microsoft Corp.
2.00%, 8/8/2023		100,000		99,635
3.13%, 11/3/2025		131,000		132,053
3.30%, 2/6/2027		92,000		93,109

Investments	Principal Amount		Value
Corporate Bonds (continued)
Oracle Corp.
2.40%, 9/15/2023	$	248,000	$	246,249
1.65%, 3/25/2026		260,000		236,748
2.95%, 4/1/2030		2,000		1,745
3.60%, 4/1/2040		2,000		1,551
3.65%, 3/25/2041		130,000		100,521
4.00%, 7/15/2046		2,000		1,565
Salesforce, Inc.
2.90%, 7/15/2051		200,000		156,568
				1,069,744
Specialty Retail — 1.2%
Home Depot, Inc. (The)
2.95%, 6/15/2029		100,000		95,259
5.88%, 12/16/2036		2,000		2,397
2.38%, 3/15/2051		22,000		15,620
Lowe's Cos., Inc.
3.00%, 10/15/2050		179,000		132,345
				245,621
Technology Hardware, Storage & Peripherals — 4.4%
Apple, Inc.
3.45%, 5/6/2024		102,000		103,563
2.50%, 2/9/2025		100,000		99,124
3.20%, 5/13/2025		100,000		100,920
3.25%, 2/23/2026		12,000		12,071
3.85%, 5/4/2043		168,000		162,065
3.45%, 2/9/2045		50,000		45,179
4.65%, 2/23/2046		6,000		6,428
2.80%, 2/8/2061		1,000		756
2.85%, 8/5/2061		150,000		115,090
Hewlett Packard Enterprise Co.
6.35%, 10/15/2045 (c)		122,000		130,295
HP, Inc.
4.20%, 4/15/2032		100,000		92,871
				868,362
Textiles, Apparel & Luxury Goods — 0.2%
NIKE, Inc. 3.25%, 3/27/2040		52,000		46,033
Tobacco — 1.3%
Altria Group, Inc.
2.45%, 2/4/2032		185,000		149,362
5.95%, 2/14/2049		24,000		22,976
Philip Morris International, Inc.
4.25%, 11/10/2044		100,000		85,823
				258,161

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: S&P 500® BOND ETF SPXB :: 71

Investments	Principal Amount		Value
Corporate Bonds (continued)
Wireless Telecommunication Services — 2.0%
T-Mobile USA, Inc.
3.50%, 4/15/2025	$	2,000	$	1,985
2.55%, 2/15/2031		250,000		217,144
3.00%, 2/15/2041		230,000		180,731
				399,860
Total Corporate Bonds (Cost $21,981,240)				19,411,076
Short-Term Investments — 2.8%
Repurchase Agreements (d) — 2.8%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $544,113 (Cost $544,103)		544,103		544,103
Total Investments — 101.2% (Cost $22,525,343)				19,955,179
Liabilities in excess of other assets — (1.2%)				(242,796	)
Net Assets — 100.0%			$	19,712,383

(a)  Represents less than 0.05% of net assets.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $152,562, collateralized in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 3.13%, and maturity dates ranging from July 15, 2022 - August 15, 2049. The total value of collateral is $156,753.

(c)  Step bond. Interest rate is a fixed rate for an initial period that either resets at a specific date or may reset in the future at a contingent upon predetermined trigger. The interest rate shown was the current rate as of May 31, 2022.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	7,817
Aggregate gross unrealized depreciation		(2,577,981	)
Net unrealized depreciation	$	(2,570,164	)
Federal income tax cost	$	22,525,343

See accompanying notes to the financial statements.

72 :: SPXB S&P 500® BOND ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 99.8%
Aerospace & Defense — 1.5%
General Dynamics Corp.		691,321	$	155,485,006
Air Freight & Logistics — 1.8%
Expeditors International of Washington, Inc.		1,659,115		180,578,077
Beverages — 4.7%
Brown-Forman Corp., Class B		2,463,482		162,885,430
Coca-Cola Co. (The)		2,529,610		160,326,682
PepsiCo, Inc.		958,589		160,803,304
				484,015,416
Biotechnology — 1.5%
AbbVie, Inc.		1,065,153		156,971,598
Building Products — 1.5%
A O Smith Corp.		2,548,029		153,187,504
Capital Markets — 4.7%
Franklin Resources, Inc.		6,250,957		169,275,916
S&P Global, Inc.		434,501		151,849,409
T. Rowe Price Group, Inc. (a)		1,228,801		156,168,319
				477,293,644
Chemicals — 10.2%
Air Products and Chemicals, Inc.		679,127		167,173,903
Albemarle Corp.		822,390		214,166,804
Ecolab, Inc.		941,731		154,359,128
Linde plc		532,791		172,986,582
PPG Industries, Inc.		1,241,790		157,074,017
Sherwin-Williams Co. (The)		673,931		180,640,465
				1,046,400,899
Commercial Services & Supplies — 1.6%
Cintas Corp.		404,540		161,140,418
Containers & Packaging — 1.8%
Amcor plc		14,249,909		186,673,808
Distributors — 1.6%
Genuine Parts Co.		1,234,817		168,836,528
Electric Utilities — 1.7%
NextEra Energy, Inc.		2,231,395		168,894,288
Electrical Equipment — 1.5%
Emerson Electric Co.		1,762,916		156,300,133

Investments	Shares		Value
Common Stocks (continued)
Equity Real Estate Investment Trusts (REITs) — 4.3%
Essex Property Trust, Inc.		469,503	$	133,268,427
Federal Realty Investment Trust (a)		1,354,961		155,779,866
Realty Income Corp.		2,244,393		153,112,490
				442,160,783
Food & Staples Retailing — 4.4%
Sysco Corp.		1,859,005		156,491,041
Walgreens Boots Alliance, Inc.		3,622,258		158,763,568
Walmart, Inc.		1,052,325		135,360,565
				450,615,174
Food Products — 4.5%
Archer-Daniels-Midland Co.		1,791,613		162,714,293
Hormel Foods Corp.		3,080,603		149,932,948
McCormick & Co., Inc. (Non-Voting)		1,613,767		149,628,476
				462,275,717
Gas Utilities — 1.6%
Atmos Energy Corp.		1,390,754		161,758,598
Health Care Equipment & Supplies — 4.7%
Abbott Laboratories		1,379,355		162,019,038
Becton Dickinson and Co.		647,066		165,519,483
Medtronic plc		1,531,099		153,339,565
				480,878,086
Health Care Providers & Services — 1.5%
Cardinal Health, Inc.		2,682,894		151,100,590
Hotels, Restaurants & Leisure — 1.6%
McDonald's Corp.		659,626		166,364,273
Household Products — 7.6%
Church & Dwight Co., Inc.		1,605,470		144,588,628
Clorox Co. (The)		1,095,055		159,177,195
Colgate-Palmolive Co.		2,035,461		160,414,681
Kimberly-Clark Corp.		1,191,364		158,475,239
Procter & Gamble Co. (The)		1,023,345		151,332,259
				773,988,002
Industrial Conglomerates — 1.6%
3M Co.		1,105,954		165,107,873
Insurance — 6.1%
Aflac, Inc.		2,604,320		157,743,662
Brown & Brown, Inc.		2,436,767		144,670,857
Chubb Ltd.		800,801		169,201,243
Cincinnati Financial Corp.		1,207,996		154,454,369
				626,070,131

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: S&P 500® DIVIDEND ARISTOCRATS ETF NOBL :: 73

Investments	Shares		Value
Common Stocks (continued)
IT Services — 3.2%
Automatic Data Processing, Inc.		738,408	$	164,620,680
International Business Machines Corp.		1,193,860		165,755,522
				330,376,202
Life Sciences Tools & Services — 1.4%
West Pharmaceutical Services, Inc.		471,711		146,409,660
Machinery — 7.6%
Caterpillar, Inc.		762,854		164,662,036
Dover Corp.		1,153,563		154,473,621
Illinois Tool Works, Inc.		811,268		168,800,533
Pentair plc		3,131,241		157,094,361
Stanley Black & Decker, Inc.		1,165,799		138,368,683
				783,399,234
Metals & Mining — 1.3%
Nucor Corp.		1,026,255		135,937,737
Multiline Retail — 1.1%
Target Corp.		682,973		110,559,669
Multi-Utilities — 1.7%
Consolidated Edison, Inc.		1,710,946		169,828,500
Oil, Gas & Consumable Fuels — 3.6%
Chevron Corp.		1,025,916		179,186,489
Exxon Mobil Corp.		1,939,225		186,165,600
				365,352,089
Pharmaceuticals — 1.6%
Johnson & Johnson		909,306		163,247,706
Software — 1.6%
Roper Technologies, Inc.		363,455		160,807,030
Specialty Retail — 1.6%
Lowe's Cos., Inc.		837,148		163,495,004
Textiles, Apparel & Luxury Goods — 1.5%
VF Corp.		3,021,639		152,471,904
Trading Companies & Distributors — 1.6%
WW Grainger, Inc.		330,499		160,976,148
Total Common Stocks (Cost $9,526,599,443)				10,218,957,429

Investments	Principal Amount		Value
Short-Term Investments — 0.0% (b)
Repurchase Agreements (c) — 0.0% (b)
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $5,034,185 (Cost $5,034,083)	$	5,034,083	$	5,034,083
Total Investments — 99.8% (Cost $9,531,633,526)				10,223,991,512
Other assets less liabilities — 0.2%				19,538,095
Net Assets — 100.0%			$	10,243,529,607

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $48,853, collateralized in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 3.75%, and maturity dates ranging from June 15, 2022 - February 15, 2051. The total value of collateral is $50,643.

(b)  Represents less than 0.05% of net assets.

(c)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,048,286,373
Aggregate gross unrealized depreciation		(371,184,896	)
Net unrealized appreciation	$	677,101,477
Federal income tax cost	$	9,546,890,035

See accompanying notes to the financial statements.

74 :: NOBL S&P 500® DIVIDEND ARISTOCRATS ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

	Percentage of Net Assets			Shares		Value
Common Stocks — 99.9%
Abbott Laboratories (Health Care Equipment & Supplies)		0.6	%		1,374	$	161,390
AbbVie, Inc. (Biotechnology)		0.8	%		1,374		202,486
Accenture plc, Class A (IT Services)		0.6	%		491		146,544
Adobe, Inc.* (Software)		0.6	%		367		152,848
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		0.5	%		1,271		129,464
Alphabet, Inc., Class A* (Interactive Media & Services)		2.1	%		233		530,131
Alphabet, Inc., Class C* (Interactive Media & Services)		1.9	%		216		492,648
Amazon.com, Inc.* (Internet & Direct Marketing Retail)		3.2	%		339		815,020
Amgen, Inc. (Biotechnology)		0.4	%		438		112,452
Apple, Inc. (Technology Hardware, Storage & Peripherals)		6.9	%		12,043		1,792,480
AT&T, Inc. (Diversified Telecommunication Services)		0.5	%		5,548		118,117
Bank of America Corp. (Banks)		0.8	%		5,522		205,418
Berkshire Hathaway, Inc., Class B* (Diversified Financial Services)		1.7	%		1,424		449,956
Bristol-Myers Squibb Co. (Pharmaceuticals)		0.5	%		1,693		127,737
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		0.7	%		320		185,642
Cisco Systems, Inc. (Communications Equipment)		0.6	%		3,277		147,629
Coca-Cola Co. (The) (Beverages)		0.8	%		3,019		191,344
Comcast Corp., Class A (Media)		0.6	%		3,516		155,688
Costco Wholesale Corp. (Food & Staples Retailing)		0.6	%		344		160,380
Danaher Corp. (Life Sciences Tools & Services)		0.5	%		494		130,327
Eli Lilly & Co. (Pharmaceuticals)		0.8	%		617		193,393
Home Depot, Inc. (The) (Specialty Retail)		0.9	%		810		245,228
Intel Corp. (Semiconductors & Semiconductor Equipment)		0.5	%		3,164		140,545
Johnson & Johnson (Pharmaceuticals)		1.4	%		2,045		367,139
JPMorgan Chase & Co. (Banks)		1.2	%		2,295		303,468
Linde plc (Chemicals)		0.5	%		398		129,223

	Percentage of Net Assets			Shares		Value
Common Stocks (continued)
Mastercard, Inc., Class A (IT Services)		0.9	%		670	$	239,773
McDonald's Corp. (Hotels, Restaurants & Leisure)		0.6	%		580		146,282
Merck & Co., Inc. (Pharmaceuticals)		0.7	%		1,961		180,471
Meta Platforms, Inc., Class A* (Interactive Media & Services)		1.3	%		1,794		347,390
Microsoft Corp. (Software)		6.1	%		5,825		1,583,643
NextEra Energy, Inc. (Electric Utilities)		0.4	%		1,524		115,352
NIKE, Inc., Class B (Textiles, Apparel & Luxury Goods)		0.4	%		991		117,780
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		1.4	%		1,942		362,610
PepsiCo, Inc. (Beverages)		0.7	%		1,073		179,996
Pfizer, Inc. (Pharmaceuticals)		0.9	%		4,362		231,360
Philip Morris International, Inc. (Tobacco)		0.5	%		1,203		127,819
Procter & Gamble Co. (The) (Household Products)		1.1	%		1,862		275,353
QUALCOMM, Inc. (Semiconductors & Semiconductor Equipment)		0.5	%		876		125,461
Raytheon Technologies Corp. (Aerospace & Defense)		0.3	%		1,160		110,339
Salesforce, Inc.* (Software)		0.5	%		765		122,584
Tesla, Inc.* (Automobiles)		1.9	%		650		492,869
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		0.5	%		718		126,914
Thermo Fisher Scientific, Inc. (Life Sciences Tools & Services)		0.7	%		306		173,676
UnitedHealth Group, Inc. (Health Care Providers & Services)		1.4	%		731		363,146
Verizon Communications, Inc. (Diversified Telecommunication Services)		0.6	%		3,260		167,205
Visa, Inc., Class A (IT Services)		1.1	%		1,288		273,275
Walmart, Inc. (Food & Staples Retailing)		0.6	%		1,098		141,236
Walt Disney Co. (The)* (Entertainment)		0.6	%		1,415		156,273
Wells Fargo & Co. (Banks)		0.5	%		3,018		138,134
Other Common Stocks (a)		45.5	%		121,797		11,771,470
Total Common Stocks (Cost $26,741,691)							25,857,108

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: S&P 500® EX-ENERGY ETF SPXE :: 75

	Percentage of Net Assets			Shares		Value
Securities Lending Reinvestments (b) — 0.0% (c)
Investment Companies — 0.0% (c)
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $9,686)		0.0	%		9,686	$	9,686
				Principal Amount
Short-Term Investments — 0.0% (c)
Repurchase Agreements (d) — 0.0% (c)
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $5,352 (Cost $5,352)				$	5,352		5,352
Total Investments — 99.9% (Cost $26,756,729)							25,872,146
Other assets less liabilities — 0.1%							19,675
Net Assets — 100.0%						$	25,891,821

*  Non-income producing security.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was

$17,993, collateralized in the form of cash with a value of $9,686 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $8,999 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 30, 2022 - August 15, 2050. The total value of collateral is $18,685.

(b)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $9,686.

(c)  Represents less than 0.05% of net assets.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,792,138
Aggregate gross unrealized depreciation		(2,690,823	)
Net unrealized depreciation	$	(898,685	)
Federal income tax cost	$	26,770,831

S&P 500® Ex-Energy ETF invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Aerospace & Defense	1.7	%
Air Freight & Logistics	0.7	%
Airlines	0.3	%
Auto Components	0.1	%
Automobiles	2.2	%
Banks	4.1	%
Beverages	1.7	%
Biotechnology	2.2	%
Building Products	0.4	%
Capital Markets	3.0	%
Chemicals	2.0	%
Commercial Services & Supplies	0.5	%
Communications Equipment	0.8	%
Construction & Engineering	0.1	%
Construction Materials	0.1	%
Consumer Finance	0.6	%
Containers & Packaging	0.3	%
Distributors	0.2	%
Diversified Financial Services	1.7	%
Diversified Telecommunication Services	1.1	%
Electric Utilities	2.0	%
Electrical Equipment	0.5	%
Electronic Equipment, Instruments & Components	0.7	%
Entertainment	1.4	%
Equity Real Estate Investment Trusts (REITs)	2.8	%

See accompanying notes to the financial statements.

76 :: SPXE S&P 500® EX-ENERGY ETF :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTSPROSHARES TRUST

Food & Staples Retailing	1.5	%
Food Products	1.1	%
Gas Utilities	0.1	%
Health Care Equipment & Supplies	2.9	%
Health Care Providers & Services	3.4	%
Health Care Technology	0.1	%
Hotels, Restaurants & Leisure	2.0	%
Household Durables	0.4	%
Household Products	1.5	%
Independent Power and Renewable Electricity Producers	0.1	%
Industrial Conglomerates	0.9	%
Insurance	2.3	%
Interactive Media & Services	5.5	%
Internet & Direct Marketing Retail	3.3	%
IT Services	4.6	%
Leisure Products	0.0	%*
Life Sciences Tools & Services	1.9	%
Machinery	1.7	%
Media	1.0	%
Metals & Mining	0.4	%
Multiline Retail	0.5	%
Multi-Utilities	1.0	%
Personal Products	0.2	%
Pharmaceuticals	4.6	%
Professional Services	0.3	%
Real Estate Management & Development	0.1	%
Road & Rail	0.9	%
Semiconductors & Semiconductor Equipment	5.9	%
Software	9.1	%
Specialty Retail	2.2	%
Technology Hardware, Storage & Peripherals	7.3	%
Textiles, Apparel & Luxury Goods	0.6	%
Tobacco	0.8	%
Trading Companies & Distributors	0.2	%
Water Utilities	0.1	%
Wireless Telecommunication Services	0.2	%
Othera	0.1	%
	100.0	%

*  Amount represents less than 0.05%.

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: S&P 500® EX-ENERGY ETF SPXE :: 77

	Percentage of Net Assets			Shares		Value
Common Stocks — 99.9%
Abbott Laboratories (Health Care Equipment & Supplies)		0.7	%		487	$	57,203
AbbVie, Inc. (Biotechnology)		0.9	%		487		71,769
Accenture plc, Class A (IT Services)		0.6	%		175		52,230
Adobe, Inc.* (Software)		0.7	%		131		54,559
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		0.6	%		451		45,939
Alphabet, Inc., Class A* (Interactive Media & Services)		2.3	%		83		188,845
Alphabet, Inc., Class C* (Interactive Media & Services)		2.1	%		76		173,339
Amazon.com, Inc.* (Internet & Direct Marketing Retail)		3.5	%		120		288,503
Amgen, Inc. (Biotechnology)		0.5	%		156		40,051
Apple, Inc. (Technology Hardware, Storage & Peripherals)		7.7	%		4,264		634,654
AT&T, Inc. (Diversified Telecommunication Services)		0.5	%		1,965		41,835
Bristol-Myers Squibb Co. (Pharmaceuticals)		0.5	%		600		45,270
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		0.8	%		113		65,555
Chevron Corp. (Oil, Gas & Consumable Fuels)		1.1	%		530		92,570
Cisco Systems, Inc. (Communications Equipment)		0.6	%		1,160		52,258
Coca-Cola Co. (The) (Beverages)		0.8	%		1,069		67,753
Comcast Corp., Class A (Media)		0.7	%		1,245		55,129
ConocoPhillips (Oil, Gas & Consumable Fuels)		0.5	%		359		40,337
Costco Wholesale Corp. (Food & Staples Retailing)		0.7	%		122		56,879
Danaher Corp. (Life Sciences Tools & Services)		0.6	%		176		46,432
Eli Lilly & Co. (Pharmaceuticals)		0.8	%		218		68,330
Exxon Mobil Corp. (Oil, Gas & Consumable Fuels)		1.3	%		1,164		111,744
Home Depot, Inc. (The) (Specialty Retail)		1.0	%		287		86,889
Intel Corp. (Semiconductors & Semiconductor Equipment)		0.6	%		1,120		49,750
Johnson & Johnson (Pharmaceuticals)		1.6	%		724		129,980
Linde plc (Chemicals)		0.6	%		142		46,104

	Percentage of Net Assets			Shares		Value
Common Stocks (continued)
Mastercard, Inc., Class A (IT Services)		1.0	%		237	$	84,815
McDonald's Corp. (Hotels, Restaurants & Leisure)		0.6	%		205		51,703
Merck & Co., Inc. (Pharmaceuticals)		0.8	%		695		63,961
Meta Platforms, Inc., Class A* (Interactive Media & Services)		1.5	%		634		122,768
Microsoft Corp. (Software)		6.8	%		2,063		560,868
NextEra Energy, Inc. (Electric Utilities)		0.5	%		540		40,873
NIKE, Inc., Class B (Textiles, Apparel & Luxury Goods)		0.5	%		352		41,835
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		1.5	%		688		128,463
PepsiCo, Inc. (Beverages)		0.8	%		380		63,745
Pfizer, Inc. (Pharmaceuticals)		1.0	%		1,544		81,894
Philip Morris International, Inc. (Tobacco)		0.5	%		427		45,369
Procter & Gamble Co. (The) (Household Products)		1.2	%		659		97,453
QUALCOMM, Inc. (Semiconductors & Semiconductor Equipment)		0.5	%		310		44,398
Raytheon Technologies Corp. (Aerospace & Defense)		0.5	%		411		39,094
Salesforce, Inc.* (Software)		0.5	%		271		43,425
Tesla, Inc.* (Automobiles)		2.1	%		230		174,400
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		0.5	%		254		44,897
Thermo Fisher Scientific, Inc. (Life Sciences Tools & Services)		0.7	%		108		61,298
Union Pacific Corp. (Road & Rail)		0.5	%		176		38,681
UnitedHealth Group, Inc. (Health Care Providers & Services)		1.5	%		259		128,666
Verizon Communications, Inc. (Diversified Telecommunication Services)		0.7	%		1,154		59,188
Visa, Inc., Class A (IT Services)		1.2	%		457		96,962
Walmart, Inc. (Food & Staples Retailing)		0.6	%		389		50,037
Walt Disney Co. (The)* (Entertainment)		0.7	%		501		55,330
Other Common Stocks (a)		40.9	%		36,562		3,380,274
Total Common Stocks (Cost $8,275,543)							8,264,304

See accompanying notes to the financial statements.

78 :: SPXN S&P 500® EX-FINANCIALS ETF :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Amount	Principal Value
Short-Term Investments — 0.0% (b)
Repurchase Agreements (c) — 0.0% (b)

Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $3,100 (Cost $3,100)	$	3,100	$	3,100
Total Investments — 99.9% (Cost $8,278,643)				8,267,404
Other assets less liabilities — 0.1%				11,922
Net Assets — 100.0%			$	8,279,326

*  Non-income producing security.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $10,608, collateralized in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 30, 2022 - August 15, 2050. The total value of collateral is $11,288.

(b)  Represents less than 0.05% of net assets.

(c)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	770,440
Aggregate gross unrealized depreciation		(789,772	)
Net unrealized depreciation	$	(19,332	)
Federal income tax cost	$	8,286,736

S&P 500® Ex-Financials ETF invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Aerospace & Defense	1.9	%
Air Freight & Logistics	0.7	%
Airlines	0.3	%
Auto Components	0.1	%
Automobiles	2.5	%
Beverages	1.9	%
Biotechnology	2.4	%
Building Products	0.5	%
Chemicals	2.2	%
Commercial Services & Supplies	0.5	%
Communications Equipment	0.9	%
Construction & Engineering	0.1	%
Construction Materials	0.1	%
Containers & Packaging	0.4	%
Distributors	0.2	%
Diversified Telecommunication Services	1.3	%
Electric Utilities	2.2	%
Electrical Equipment	0.6	%
Electronic Equipment, Instruments & Components	0.7	%
Energy Equipment & Services	0.4	%
Entertainment	1.5	%
Food & Staples Retailing	1.7	%
Food Products	1.2	%
Gas Utilities	0.1	%
Health Care Equipment & Supplies	3.2	%
Health Care Providers & Services	3.8	%
Health Care Technology	0.1	%
Hotels, Restaurants & Leisure	2.2	%

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: S&P 500® EX-FINANCIALS ETF SPXN :: 79

Household Durables	0.4	%
Household Products	1.7	%
Independent Power and Renewable Electricity Producers	0.1	%
Industrial Conglomerates	1.0	%
Interactive Media & Services	6.0	%
Internet & Direct Marketing Retail	3.6	%
IT Services	5.1	%
Leisure Products	0.0	%*
Life Sciences Tools & Services	2.1	%
Machinery	1.9	%
Media	1.1	%
Metals & Mining	0.5	%
Multiline Retail	0.6	%
Multi-Utilities	1.1	%
Oil, Gas & Consumable Fuels	5.1	%
Personal Products	0.2	%
Pharmaceuticals	5.1	%
Professional Services	0.3	%
Road & Rail	1.0	%
Semiconductors & Semiconductor Equipment	6.6	%
Software	10.1	%
Specialty Retail	2.5	%
Technology Hardware, Storage & Peripherals	8.0	%
Textiles, Apparel & Luxury Goods	0.6	%
Tobacco	0.9	%
Trading Companies & Distributors	0.2	%
Water Utilities	0.1	%
Wireless Telecommunication Services	0.3	%
Othera	0.1	%
	100.0	%

*  Amount represents less than 0.05%.

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

80 :: SPXN S&P 500® EX-FINANCIALS ETF :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

	Percentage of Net Assets			Shares		Value
Common Stocks — 99.8%
Accenture plc, Class A (IT Services)		0.6	%		81	$	24,175
Adobe, Inc.* (Software)		0.7	%		61		25,405
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		0.6	%		211		21,492
Alphabet, Inc., Class A* (Interactive Media & Services)		2.3	%		39		88,734
Alphabet, Inc., Class C* (Interactive Media & Services)		2.1	%		36		82,108
Amazon.com, Inc.* (Internet & Direct Marketing Retail)		3.5	%		56		134,635
American Tower Corp. (Equity Real Estate Investment Trusts (REITs))		0.4	%		59		15,112
Apple, Inc. (Technology Hardware, Storage & Peripherals)		7.7	%		1,998		297,382
AT&T, Inc. (Diversified Telecommunication Services)		0.5	%		921		19,608
Bank of America Corp. (Banks)		0.9	%		916		34,075
Berkshire Hathaway, Inc., Class B* (Diversified Financial Services)		1.9	%		236		74,571
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		0.8	%		53		30,747
Chevron Corp. (Oil, Gas & Consumable Fuels)		1.1	%		248		43,316
Cisco Systems, Inc. (Communications Equipment)		0.7	%		544		24,507
Coca-Cola Co. (The) (Beverages)		0.8	%		502		31,817
Comcast Corp., Class A (Media)		0.7	%		584		25,859
ConocoPhillips (Oil, Gas & Consumable Fuels)		0.5	%		168		18,877
Costco Wholesale Corp. (Food & Staples Retailing)		0.7	%		57		26,575
Exxon Mobil Corp. (Oil, Gas & Consumable Fuels)		1.3	%		545		52,320
Home Depot, Inc. (The) (Specialty Retail)		1.1	%		135		40,871
Honeywell International, Inc. (Industrial Conglomerates)		0.4	%		88		17,039
Intel Corp. (Semiconductors & Semiconductor Equipment)		0.6	%		525		23,321
International Business Machines Corp. (IT Services)		0.4	%		115		15,967
JPMorgan Chase & Co. (Banks)		1.3	%		382		50,512
Linde plc (Chemicals)		0.6	%		66		21,429
Lowe's Cos., Inc. (Specialty Retail)		0.4	%		87		16,991

	Percentage of Net Assets			Shares		Value
Common Stocks (continued)
Mastercard, Inc., Class A (IT Services)		1.0	%		111	$	39,724
McDonald's Corp. (Hotels, Restaurants & Leisure)		0.6	%		96		24,212
Meta Platforms, Inc., Class A* (Interactive Media & Services)		1.5	%		297		57,511
Microsoft Corp. (Software)		6.8	%		967		262,898
Morgan Stanley (Capital Markets)		0.4	%		183		15,764
NextEra Energy, Inc. (Electric Utilities)		0.5	%		253		19,150
NIKE, Inc., Class B (Textiles, Apparel & Luxury Goods)		0.5	%		165		19,610
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		1.6	%		322		60,124
PepsiCo, Inc. (Beverages)		0.8	%		178		29,859
Philip Morris International, Inc. (Tobacco)		0.6	%		200		21,250
Procter & Gamble Co. (The) (Household Products)		1.2	%		309		45,695
QUALCOMM, Inc. (Semiconductors & Semiconductor Equipment)		0.5	%		146		20,910
Raytheon Technologies Corp. (Aerospace & Defense)		0.5	%		192		18,263
S&P Global, Inc. (Capital Markets)		0.4	%		47		16,426
Salesforce, Inc.* (Software)		0.5	%		128		20,511
Tesla, Inc.* (Automobiles)		2.1	%		108		81,892
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		0.5	%		119		21,034
Union Pacific Corp. (Road & Rail)		0.5	%		82		18,022
United Parcel Service, Inc., Class B (Air Freight & Logistics)		0.4	%		94		17,132
Verizon Communications, Inc. (Diversified Telecommunication Services)		0.7	%		542		27,799
Visa, Inc., Class A (IT Services)		1.2	%		214		45,404
Walmart, Inc. (Food & Staples Retailing)		0.6	%		182		23,411
Walt Disney Co. (The)* (Entertainment)		0.7	%		234		25,843
Wells Fargo & Co. (Banks)		0.6	%		501		22,931
Other Common Stocks (a)		42.5	%		19,095		1,644,479
Total Common Stocks (Cost $3,902,592)							3,857,299

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: S&P 500® EX-HEALTH CARE ETF SPXV :: 81

	Percentage of Net Assets			Shares		Value
Securities Lending Reinvestments (b) — 0.0% (c)
Investment Companies — 0.0% (c)
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $117)		0.0	%		117	$	117
				Principal Amount
Short-Term Investments — 0.1%
Repurchase Agreements (d) — 0.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $2,274 (Cost $2,273)				$	2,273		2,273
Total Investments — 99.9% (Cost $3,904,982)							3,859,689
Other assets less liabilities — 0.1%							5,148
Net Assets — 100.0%						$	3,864,837

*  Non-income producing security.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $5,127, collateralized in the form of cash with a value of $117

that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $5,333 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 30, 2022 - August 15, 2050. The total value of collateral is $5,450.

(b)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $117.

(c)  Represents less than 0.05% of net assets.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	330,428
Aggregate gross unrealized depreciation		(391,587	)
Net unrealized depreciation	$	(61,159	)
Federal income tax cost	$	3,920,848

S&P 500® Ex-Health Care ETF invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Aerospace & Defense	1.9	%
Air Freight & Logistics	0.7	%
Airlines	0.3	%
Auto Components	0.1	%
Automobiles	2.5	%
Banks	4.6	%
Beverages	1.9	%
Building Products	0.5	%
Capital Markets	3.4	%
Chemicals	2.3	%
Commercial Services & Supplies	0.5	%
Communications Equipment	0.9	%
Construction & Engineering	0.1	%
Construction Materials	0.1	%
Consumer Finance	0.7	%
Containers & Packaging	0.4	%
Distributors	0.2	%
Diversified Financial Services	1.9	%
Diversified Telecommunication Services	1.3	%
Electric Utilities	2.2	%
Electrical Equipment	0.6	%
Electronic Equipment, Instruments & Components	0.7	%
Energy Equipment & Services	0.4	%
Entertainment	1.5	%
Equity Real Estate Investment Trusts (REITs)	3.1	%

See accompanying notes to the financial statements.

82 :: SPXV S&P 500® EX-HEALTH CARE ETF :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Food & Staples Retailing	1.7	%
Food Products	1.2	%
Gas Utilities	0.1	%
Hotels, Restaurants & Leisure	2.2	%
Household Durables	0.3	%
Household Products	1.7	%
Independent Power and Renewable Electricity Producers	0.1	%
Industrial Conglomerates	1.0	%
Insurance	2.5	%
Interactive Media & Services	6.1	%
Internet & Direct Marketing Retail	3.6	%
IT Services	5.1	%
Leisure Products	0.0	%*
Machinery	1.9	%
Media	1.1	%
Metals & Mining	0.5	%
Multiline Retail	0.6	%
Multi-Utilities	1.1	%
Oil, Gas & Consumable Fuels	5.1	%
Personal Products	0.2	%
Professional Services	0.4	%
Real Estate Management & Development	0.1	%
Road & Rail	1.0	%
Semiconductors & Semiconductor Equipment	6.6	%
Software	10.1	%
Specialty Retail	2.5	%
Technology Hardware, Storage & Peripherals	8.1	%
Textiles, Apparel & Luxury Goods	0.6	%
Tobacco	0.9	%
Trading Companies & Distributors	0.2	%
Water Utilities	0.1	%
Wireless Telecommunication Services	0.3	%
Othera	0.2	%
	100.0	%

*  Amount represents less than 0.05%.

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: S&P 500® EX-HEALTH CARE ETF SPXV :: 83

	Percentage of Net Assets			Shares		Value
Common Stocks — 99.8%
Abbott Laboratories (Health Care Equipment & Supplies)		0.8	%		647	$	75,997
AbbVie, Inc. (Biotechnology)		1.0	%		647		95,348
Alphabet, Inc., Class A* (Interactive Media & Services)		2.7	%		110		250,276
Alphabet, Inc., Class C* (Interactive Media & Services)		2.5	%		102		232,640
Amazon.com, Inc.* (Internet & Direct Marketing Retail)		4.1	%		160		384,670
American Tower Corp. (Equity Real Estate Investment Trusts (REITs))		0.5	%		167		42,774
Amgen, Inc. (Biotechnology)		0.6	%		206		52,889
Anthem, Inc. (Health Care Providers & Services)		0.5	%		89		45,355
AT&T, Inc. (Diversified Telecommunication Services)		0.6	%		2,615		55,673
Bank of America Corp. (Banks)		1.0	%		2,603		96,832
Berkshire Hathaway, Inc., Class B* (Diversified Financial Services)		2.3	%		670		211,707
Bristol-Myers Squibb Co. (Pharmaceuticals)		0.6	%		797		60,134
Caterpillar, Inc. (Machinery)		0.5	%		198		42,738
Chevron Corp. (Oil, Gas & Consumable Fuels)		1.3	%		705		123,135
Coca-Cola Co. (The) (Beverages)		1.0	%		1,423		90,190
Comcast Corp., Class A (Media)		0.8	%		1,657		73,372
ConocoPhillips (Oil, Gas & Consumable Fuels)		0.6	%		477		53,596
Costco Wholesale Corp. (Food & Staples Retailing)		0.8	%		162		75,528
CVS Health Corp. (Health Care Providers & Services)		0.5	%		481		46,537
Danaher Corp. (Life Sciences Tools & Services)		0.7	%		233		61,470
Eli Lilly & Co. (Pharmaceuticals)		1.0	%		290		90,898
Exxon Mobil Corp. (Oil, Gas & Consumable Fuels)		1.6	%		1,549		148,704
Home Depot, Inc. (The) (Specialty Retail)		1.2	%		381		115,348
Honeywell International, Inc. (Industrial Conglomerates)		0.5	%		251		48,599
Johnson & Johnson (Pharmaceuticals)		1.8	%		963		172,887
JPMorgan Chase & Co. (Banks)		1.5	%		1,082		143,073
Linde plc (Chemicals)		0.7	%		187		60,715
Lowe's Cos., Inc. (Specialty Retail)		0.5	%		246		48,044

	Percentage of Net Assets			Shares		Value
Common Stocks (continued)
McDonald's Corp. (Hotels, Restaurants & Leisure)		0.7	%		273	$	68,853
Medtronic plc (Health Care Equipment & Supplies)		0.5	%		493		49,374
Merck & Co., Inc. (Pharmaceuticals)		0.9	%		924		85,036
Meta Platforms, Inc., Class A* (Interactive Media & Services)		1.7	%		846		163,820
Morgan Stanley (Capital Markets)		0.5	%		520		44,793
NextEra Energy, Inc. (Electric Utilities)		0.6	%		719		54,421
NIKE, Inc., Class B (Textiles, Apparel & Luxury Goods)		0.6	%		468		55,622
PepsiCo, Inc. (Beverages)		0.9	%		507		85,049
Pfizer, Inc. (Pharmaceuticals)		1.2	%		2,055		108,997
Philip Morris International, Inc. (Tobacco)		0.6	%		568		60,350
Procter & Gamble Co. (The) (Household Products)		1.4	%		878		129,839
Raytheon Technologies Corp. (Aerospace & Defense)		0.6	%		547		52,031
S&P Global, Inc. (Capital Markets)		0.5	%		130		45,432
Tesla, Inc.* (Automobiles)		2.5	%		306		232,028
Thermo Fisher Scientific, Inc. (Life Sciences Tools & Services)		0.9	%		143		81,163
Union Pacific Corp. (Road & Rail)		0.5	%		233		51,209
United Parcel Service, Inc., Class B (Air Freight & Logistics)		0.5	%		267		48,661
UnitedHealth Group, Inc. (Health Care Providers & Services)		1.8	%		344		170,892
Verizon Communications, Inc. (Diversified Telecommunication Services)		0.8	%		1,537		78,833
Walmart, Inc. (Food & Staples Retailing)		0.7	%		518		66,630
Walt Disney Co. (The)* (Entertainment)		0.8	%		666		73,553
Wells Fargo & Co. (Banks)		0.7	%		1,424		65,176
Other Common Stocks (a)		47.7	%		51,657		4,453,084
Total Common Stocks (Cost $9,884,910)							9,323,975
Securities Lending Reinvestments (b) — 0.0% (c)
Investment Companies — 0.0% (c)
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $302)		0.0	%		302		302

See accompanying notes to the financial statements.

84 :: SPXT S&P 500® EX-TECHNOLOGY ETF :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

	Principal Amount		Value
Short-Term Investments — 0.0% (c)
Repurchase Agreements (d) — 0.0% (c)
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $1,226 (Cost $1,226)	$	1,226	$	1,226
Total Investments — 99.8% (Cost $9,886,438)				9,325,503
Other assets less liabilities — 0.2%				14,012
Net Assets — 100.0%			$	9,339,515

*  Non-income producing security.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $4,276, collateralized in the form of cash with a value of $302 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $4,127 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 30, 2022 - August 15, 2050. The total value of collateral is $4,429.

(b)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $302.

(c)  Represents less than 0.05% of net assets.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	597,862
Aggregate gross unrealized depreciation		(1,181,154	)
Net unrealized depreciation	$	(583,292	)
Federal income tax cost	$	9,908,795

S&P 500® Ex-Technology ETF invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Aerospace & Defense	2.2	%
Air Freight & Logistics	0.9	%
Airlines	0.3	%
Auto Components	0.2	%
Automobiles	2.9	%
Banks	5.4	%
Beverages	2.3	%
Biotechnology	2.8	%
Building Products	0.6	%
Capital Markets	3.9	%
Chemicals	2.6	%
Commercial Services & Supplies	0.6	%
Construction & Engineering	0.1	%
Construction Materials	0.2	%
Consumer Finance	0.8	%
Containers & Packaging	0.4	%
Distributors	0.2	%
Diversified Financial Services	2.3	%
Diversified Telecommunication Services	1.5	%
Electric Utilities	2.6	%
Electrical Equipment	0.7	%
Energy Equipment & Services	0.5	%
Entertainment	1.8	%
Equity Real Estate Investment Trusts (REITs)	3.7	%
Food & Staples Retailing	2.0	%
Food Products	1.4	%
Gas Utilities	0.1	%
Health Care Equipment & Supplies	3.8	%

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: S&P 500® EX-TECHNOLOGY ETF SPXT :: 85

Health Care Providers & Services	4.4	%
Health Care Technology	0.1	%
Hotels, Restaurants & Leisure	2.6	%
Household Durables	0.4	%
Household Products	2.0	%
Independent Power and Renewable Electricity Producers	0.1	%
Industrial Conglomerates	1.2	%
Insurance	3.0	%
Interactive Media & Services	7.1	%
Internet & Direct Marketing Retail	4.3	%
Leisure Products	0.0	%*
Life Sciences Tools & Services	2.5	%
Machinery	2.2	%
Media	1.3	%
Metals & Mining	0.6	%
Multiline Retail	0.6	%
Multi-Utilities	1.3	%
Oil, Gas & Consumable Fuels	6.0	%
Personal Products	0.2	%
Pharmaceuticals	6.0	%
Professional Services	0.4	%
Real Estate Management & Development	0.1	%
Road & Rail	1.2	%
Specialty Retail	2.9	%
Textiles, Apparel & Luxury Goods	0.8	%
Tobacco	1.0	%
Trading Companies & Distributors	0.3	%
Water Utilities	0.1	%
Wireless Telecommunication Services	0.3	%
Othera	0.2	%
	100.0	%

*  Amount represents less than 0.05%.

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

86 :: SPXT S&P 500® EX-TECHNOLOGY ETF :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 99.9%
Automobiles — 3.5%
Tesla, Inc.*		140	$	106,156
Construction & Engineering — 9.2%
Arcosa, Inc.		1,845		97,545
ReneSola Ltd., ADR*(a)		22,173		105,765
Valmont Industries, Inc.		306		78,566
				281,876
Diversified Consumer Services — 3.5%
ADT, Inc.		14,191		106,149
Electrical Equipment — 33.8%
American Superconductor Corp.*		11,120		59,381
Array Technologies, Inc.*		11,025		122,157
Ballard Power Systems, Inc.*(a)		13,406		97,462
Bloom Energy Corp., Class A*		6,380		111,778
FuelCell Energy, Inc.*		26,703		109,482
Generac Holdings, Inc.*		444		109,703
Plug Power, Inc.*		5,995		110,788
Shoals Technologies Group, Inc., Class A*		6,645		103,662
Sunrun, Inc.*		4,252		111,062
TPI Composites, Inc.*		7,198		99,260
				1,034,735
Independent Power and Renewable Electricity Producers — 10.0%
Azure Power Global Ltd.*(a)		5,723		85,044
Ormat Technologies, Inc.		1,270		106,629
Sunnova Energy International, Inc.*		5,712		114,240
				305,913
Industrial Conglomerates — 3.3%
General Electric Co.		1,312		102,716
Machinery — 6.1%
Cummins, Inc.		492		102,887
Hyster-Yale Materials Handling, Inc.		2,248		83,064
				185,951
Semiconductors & Semiconductor Equipment — 30.5%
Applied Materials, Inc.		685		80,344
Canadian Solar, Inc.*		3,454		110,735
Daqo New Energy Corp., ADR*		2,162		105,722

Investments	Shares		Value
Common Stocks (continued)
Enphase Energy, Inc.*		600	$	111,714
First Solar, Inc.*		1,494		105,491
JinkoSolar Holding Co. Ltd., ADR*(a)		1,760		107,835
Maxeon Solar Technologies Ltd.*(a)		8,109		96,984
SolarEdge Technologies, Inc.*		394		107,479
SunPower Corp.*		5,955		105,225
				931,529
Total Common Stocks (Cost $3,738,071)				3,055,025
Securities Lending Reinvestments (b) — 12.1%
Investment Companies — 12.1%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $368,658)		368,658		368,658
Total Investments — 112.0% (Cost $4,106,729)				3,423,683
Liabilities in excess of other assets — (12.0%)				(367,903	)
Net Assets — 100.0%			$	3,055,780

*  Non-income producing security.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $304,101, collateralized in the form of cash with a value of $368,658 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Investments and $72,194 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 3.13%, and maturity dates ranging from July 15, 2022 - August 15, 2050. The total value of collateral is $440,852.

(b)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $368,658.

Abbreviations

ADR  American Depositary Receipt

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	85,242
Aggregate gross unrealized depreciation		(768,878	)
Net unrealized depreciation	$	(683,636	)
Federal income tax cost	$	4,107,319

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: S&P KENSHO CLEANTECH ETF CTEX :: 87

S&P Kensho Cleantech ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

United States	76.7	%
China	10.4	%
Canada	6.8	%
Singapore	3.2	%
India	2.8	%
Othera	0.1	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

88 :: CTEX S&P KENSHO CLEANTECH ETF : MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 99.6%
Electrical Equipment — 15.3%
ABB Ltd., ADR		4,138	$	128,154
Emerson Electric Co.		1,371		121,553
Rockwell Automation, Inc.		570		121,524
				371,231
Electronic Equipment, Instruments & Components — 19.4%
Cognex Corp.		2,005		97,082
FARO Technologies, Inc.*		2,086		67,211
Hollysys Automation Technologies Ltd.		4,897		74,630
Ouster, Inc.*(a)		36,912		81,206
Sanmina Corp.*		1,788		78,475
Zebra Technologies Corp., Class A*		213		72,035
				470,639
Machinery — 3.0%
Dover Corp.		548		73,383
Semiconductors & Semiconductor Equipment — 19.3%
Allegro MicroSystems, Inc.*		2,878		74,108
Ambarella, Inc.*		936		79,766
Applied Materials, Inc.		653		76,590
KLA Corp.		222		80,997
ON Semiconductor Corp.*		1,342		81,433
Tower Semiconductor Ltd.*		1,522		73,452
				466,346
Software — 25.3%
ANSYS, Inc.*		272		70,818
Aspen Technology, Inc.*		307		59,471
Autodesk, Inc.*		617		128,182
C3.ai, Inc., Class A*(a)		4,340		82,113
PTC, Inc.*		1,091		127,134
SAP SE, ADR		743		74,181
UiPath, Inc., Class A*		4,205		71,779
				613,678
Technology Hardware, Storage & Peripherals — 7.8%
3D Systems Corp.*(a)		10,655		115,181
Stratasys Ltd.*		3,748		74,735
				189,916
Trading Companies & Distributors — 3.0%
Applied Industrial Technologies, Inc.		690		71,353

Investments	Shares		Value
Common Stocks (continued)
Wireless Telecommunication Services — 6.5%
SK Telecom Co. Ltd., ADR		4,737	$	121,125
Turkcell Iletisim Hizmetleri A/S, ADR		12,412		37,236
				158,361
Total Common Stocks (Cost $3,065,298)				2,414,907
Securities Lending Reinvestments (b) — 5.7%
Investment Companies — 5.7%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $137,035)		137,035		137,035
Total Investments — 105.3% (Cost $3,202,333)				2,551,942
Liabilities in excess of other assets — (5.3%)				(129,049	)
Net Assets — 100.0%			$	2,422,893

*  Non-income producing security.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $186,912, collateralized in the form of cash with a value of $137,035 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $67,812 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 3.00%, and maturity dates ranging from August 11, 2022 - May 15, 2049. The total value of collateral is $204,847.

(b)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $137,035.

Abbreviations

ADR  American Depositary Receipt

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	73,391
Aggregate gross unrealized depreciation		(730,573	)
Net unrealized depreciation	$	(657,182	)
Federal income tax cost	$	3,209,124

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: May 31, 2022 :: S&P KENSHO SMART FACTORIES ETF MAKX :: 89

S&P Kensho Smart Factories ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

United States	78.7	%
Switzerland	5.3	%
South Korea	5.0	%
China	3.1	%
Germany	3.0	%
Israel	3.0	%
Turkey	1.5	%
Othera	0.4	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

90 :: MAKX S&P KENSHO SMART FACTORIES ETF :: May 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 99.7%
Banks — 12.6%
Bank OZK		563,074	$	23,350,679
Commerce Bancshares, Inc.		320,830		22,195,019
Cullen/Frost Bankers, Inc.		165,973		20,743,306
Prosperity Bancshares, Inc.		347,310		25,179,975
UMB Financial Corp.		245,035		22,628,982
United Bankshares, Inc.		675,689		25,378,879
				139,476,840
Building Products — 2.1%
Carlisle Cos., Inc.		93,040		23,672,167
Capital Markets — 2.1%
SEI Investments Co.		403,439		23,572,941
Chemicals — 4.3%
RPM International, Inc.		268,768		23,678,461
Sensient Technologies Corp. (a)		273,874		23,947,542
				47,626,003
Commercial Services & Supplies — 2.1%
MSA Safety, Inc.		180,421		23,001,873
Construction & Engineering — 2.1%
MDU Resources Group, Inc.		841,816		23,048,922
Containers & Packaging — 5.8%
AptarGroup, Inc.		196,700		21,064,603
Silgan Holdings, Inc.		506,280		22,180,127
Sonoco Products Co.		364,181		21,293,663
				64,538,393
Electric Utilities — 2.1%
OGE Energy Corp.		551,433		22,774,183
Electrical Equipment — 1.9%
Regal Rexnord Corp.		165,216		20,643,739
Equity Real Estate Investment Trusts (REITs) — 2.0%
National Retail Properties, Inc.		489,428		21,681,661
Food & Staples Retailing — 2.1%
Casey's General Stores, Inc.		108,654		22,767,359
Food Products — 3.7%
Flowers Foods, Inc.		837,830		23,124,108
Lancaster Colony Corp.		146,442		17,851,280
				40,975,388

Investments	Shares		Value
Common Stocks (continued)
Gas Utilities — 12.9%
National Fuel Gas Co.		318,210	$	23,397,981
New Jersey Resources Corp.		500,314		22,974,419
ONE Gas, Inc.		259,524		22,583,779
Southwest Gas Holdings, Inc.		254,156		23,669,548
Spire, Inc. (a)		297,913		23,326,588
UGI Corp.		626,257		26,766,224
				142,718,539
Household Durables — 2.2%
Leggett & Platt, Inc. (a)		633,690		24,821,637
Insurance — 12.4%
American Financial Group, Inc.		158,989		22,465,146
Hanover Insurance Group, Inc. (The)		151,231		22,170,464
Mercury General Corp.		439,878		21,532,028
Old Republic International Corp.		963,853		23,055,364
RenaissanceRe Holdings Ltd.		154,634		23,739,412
RLI Corp.		194,914		23,607,984
				136,570,398
Leisure Products — 2.1%
Polaris, Inc.		222,369		23,693,417
Machinery — 8.3%
Donaldson Co., Inc.		446,126		23,323,467
Graco, Inc.		347,897		22,021,880
Lincoln Electric Holdings, Inc.		176,377		23,955,524
Toro Co. (The)		274,593		22,651,177
				91,952,048
Media — 2.1%
John Wiley & Sons, Inc., Class A		437,948		23,193,726
Metals & Mining — 1.7%
Royal Gold, Inc.		167,089		18,894,424
Multi-Utilities — 4.1%
Black Hills Corp.		290,260		22,251,332
NorthWestern Corp.		372,639		22,831,591
				45,082,923
Personal Products — 2.1%
Nu Skin Enterprises, Inc., Class A (a)		506,060		23,607,699
Pharmaceuticals — 2.4%
Perrigo Co. plc		680,298		27,116,678

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: May 31, 2022 :: S&P MIDCAP 400® DIVIDEND ARISTOCRATS ETF REGL :: 91

Investments	Shares		Value
Common Stocks (continued)
Road & Rail — 2.5%
Ryder System, Inc.		340,051	$	27,210,881
Specialty Retail — 2.0%
Williams-Sonoma, Inc. (a)		169,598		21,694,976
Water Utilities — 2.0%
Essential Utilities, Inc.		472,879		21,875,383
Total Common Stocks (Cost $942,214,049)				1,102,212,198
Securities Lending Reinvestments (b) — 0.0% (c)
Investment Companies — 0.0% (c)

BlackRock Liquidity FedFund,
Institutional Class 0.72%
(Cost $107,000) 107,000 107,000

	Principal Amount
Short-Term Investments — 0.2%
Repurchase Agreements (d) — 0.2%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $1,689,449 (Cost $1,689,415)	$	1,689,415		1,689,415
Total Investments — 99.9% (Cost $944,010,464)				1,104,008,613
Other assets less liabilities — 0.1%				1,217,677
Net Assets — 100.0%			$	1,105,226,290

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $2,237,445, collateralized in the form of cash with a value of $107,000 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $2,174,529 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 3.75%, and maturity dates ranging from June 15, 2022 - February 15, 2051. The total value of collateral is $2,281,529.

(b)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $107,000.

(c)  Represents less than 0.05% of net assets.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	169,598,483
Aggregate gross unrealized depreciation		(11,166,758	)
Net unrealized appreciation	$	158,431,725
Federal income tax cost	$	945,576,888

See accompanying notes to the financial statements.

92 :: REGL S&P MIDCAP 400® DIVIDEND ARISTOCRATS ETF :: May 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 99.8%
Communications Equipment — 4.6%
Cisco Systems, Inc.		53,447	$	2,407,787
Motorola Solutions, Inc.		11,956		2,627,212
				5,034,999
Electronic Equipment, Instruments & Components — 21.0%
Amphenol Corp., Class A		39,065		2,768,146
Avnet, Inc.		71,705		3,474,108
Badger Meter, Inc.		32,378		2,562,395
CDW Corp.		15,833		2,689,393
Corning, Inc.		81,737		2,927,819
Littelfuse, Inc.		11,975		3,235,645
National Instruments Corp.		70,668		2,495,994
TE Connectivity Ltd.		22,371		2,894,584
				23,048,084
Entertainment — 2.6%
Activision Blizzard, Inc.		35,911		2,796,749
Internet & Direct Marketing Retail — 2.2%
PetMed Express, Inc. (a)		110,609		2,436,716
IT Services — 26.7%
Accenture plc, Class A		8,754		2,612,719
Automatic Data Processing, Inc.		12,177		2,714,740
Broadridge Financial Solutions, Inc.		18,228		2,665,298
Cass Information Systems, Inc.		68,450		2,335,514
CSG Systems International, Inc.		43,357		2,696,372
International Business Machines Corp.		20,488		2,844,554
Jack Henry & Associates, Inc.		14,042		2,641,581
Mastercard, Inc., Class A		7,758		2,776,356
Paychex, Inc.		20,295		2,513,130
Visa, Inc., Class A (a)		13,012		2,760,756
Western Union Co. (The)		146,074		2,649,782
				29,210,802
Semiconductors & Semiconductor Equipment — 25.9%
Analog Devices, Inc.		17,557		2,956,599
Broadcom, Inc.		4,742		2,750,976
Intel Corp.		58,889		2,615,849
KLA Corp.		8,199		2,991,405
Lam Research Corp.		5,884		3,059,857
Microchip Technology, Inc.		40,980		2,977,197
Power Integrations, Inc. (a)		33,346		2,813,735
QUALCOMM, Inc.		20,185		2,890,896
Skyworks Solutions, Inc.		23,456		2,553,655
Texas Instruments, Inc.		15,795		2,791,924
				28,402,093

Investments	Shares		Value
Common Stocks (continued)
Software — 9.6%
Dolby Laboratories, Inc., Class A		36,367	$	2,822,807
Intuit, Inc.		5,881		2,437,439
Microsoft Corp.		9,893		2,689,610
Oracle Corp.		35,295		2,538,416
				10,488,272
Technology Hardware, Storage & Peripherals — 7.2%
Apple, Inc.		16,944		2,521,945
HP, Inc.		71,961		2,794,965
NetApp, Inc.		35,984		2,589,049
				7,905,959
Total Common Stocks (Cost $108,982,690)				109,323,674
Securities Lending Reinvestments (b) — 2.1%
Investment Companies — 2.1%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $2,299,747)		2,299,747		2,299,747
	Principal Amount
Short-Term Investments — 0.1%
Repurchase Agreements (c) — 0.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $96,095 (Cost $96,094)	$	96,094		96,094
Total Investments — 102.0% (Cost $111,378,531)				111,719,515
Liabilities in excess of other assets — (2.0%)				(2,159,405	)
Net Assets — 100.0%			$	109,560,110

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $5,893,008, collateralized in the form of cash with a value of $2,299,747 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $3,710,166 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 6.00%, and maturity dates ranging from June 15, 2022 - February 15, 2052. The total value of collateral is $6,009,913.

(b)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $2,299,747.

(c)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: May 31, 2022 :: S&P TECHNOLOGY DIVIDEND ARISTOCRATS ETF TDV :: 93

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	6,117,172
Aggregate gross unrealized depreciation		(5,840,571	)
Net unrealized appreciation	$	276,601
Federal income tax cost	$	111,442,914

See accompanying notes to the financial statements.

94 :: TDV S&P TECHNOLOGY DIVIDEND ARISTOCRATS ETF :: May 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 99.6%
Aerospace & Defense — 4.5%
Hexcel Corp.		1,393	$	80,028
Building Products — 0.4%
View, Inc.*(a)		4,782		6,073
Chemicals — 59.6%
Akzo Nobel NV		864		75,410
Arkema SA		658		79,505
Axalta Coating Systems Ltd.*		2,985		81,073
Cabot Corp.		1,150		86,951
Chemours Co. (The)		2,290		98,676
Hansol Chemical Co. Ltd.		250		53,649
Huntsman Corp.		2,236		81,055
Ingevity Corp.*		859		59,855
Neo Performance Materials, Inc.		896		9,294
OCI Co. Ltd.		525		54,741
PPG Industries, Inc.		592		74,882
RPM International, Inc.		914		80,523
Sherwin-Williams Co. (The)		275		73,711
Sika AG (Registered)		244		67,537
Solvay SA		793		77,556
				1,054,418
Electrical Equipment — 4.4%
Nidec Corp.		1,149		77,463
Electronic Equipment, Instruments & Components — 6.8%
LG Display Co. Ltd.		5,679		79,640
Solus Advanced Materials Co. Ltd.		773		39,675
				119,315
Metals & Mining — 5.1%
Constellium SE*		3,121		52,714
Materion Corp.		450		36,891
				89,605
Semiconductors & Semiconductor Equipment — 18.8%
Applied Materials, Inc.		686		80,461
Entegris, Inc.		680		75,453

Investments	Shares		Value
Common Stocks (continued)
Innox Advanced Materials Co. Ltd.		443	$	15,719
Jusung Engineering Co. Ltd.		1,063		18,129
LX Semicon Co. Ltd.		358		36,691
Magnachip Semiconductor Corp.*		989		19,285
Meta Materials, Inc.*(a)		6,487		12,455
Universal Display Corp.		593		74,902
				333,095
Total Common Stocks (Cost $1,974,984)				1,759,997
Securities Lending Reinvestments (b) — 1.1%
Investment Companies — 1.1%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $19,614)		19,614		19,614
Total Investments — 100.7% (Cost $1,994,598)				1,779,611
Liabilities in excess of other assets — (0.7%)				(11,581	)
Net Assets — 100.0%			$	1,768,030

*  Non-income producing security.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $18,525, collateralized in the form of cash with a value of $19,614 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments.

(b)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $19,614.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	70,699
Aggregate gross unrealized depreciation		(290,145	)
Net unrealized depreciation	$	(219,446	)
Federal income tax cost	$	1,999,057

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: May 31, 2022 :: SMART MATERIALS ETF TINT :: 95

Smart Materials ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

United States	57.8	%
South Korea	16.9	%
France	7.5	%
Belgium	4.4	%
Japan	4.4	%
Netherlands	4.3	%
Switzerland	3.8	%
Canada	0.5	%
Othera	0.4	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

96 :: TINT SMART MATERIALS ETF :: May 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks — 99.6%
Air Freight & Logistics — 35.1%
CH Robinson Worldwide, Inc.		746	$	80,948
Deutsche Post AG (Registered)		1,708		70,604
DSV A/S		483		79,282
Expeditors International of Washington, Inc.		796		86,637
FedEx Corp.		416		93,425
Forward Air Corp.		143		13,326
GXO Logistics, Inc.*		661		35,873
JD Logistics, Inc.*(a)		7,109		13,933
Royal Mail plc		4,293		16,802
SG Holdings Co. Ltd.		1,591		28,685
United Parcel Service, Inc., Class B		499		90,943
Yamato Holdings Co. Ltd.		1,518		26,248
ZTO Express Cayman, Inc.		2,607		65,979
				702,685
Commercial Services & Supplies — 3.2%
Brambles Ltd.		8,217		64,159
Health Care Equipment & Supplies — 0.4%
CryoPort, Inc.*		277		7,050
IT Services — 4.8%
Amadeus IT Group SA*		1,561		96,929
Marine — 23.4%
COSCO SHIPPING Holdings Co. Ltd., Class H*		18,554		32,865
Evergreen Marine Corp. Taiwan Ltd.		20,460		99,040
HMM Co. Ltd.		2,100		55,080
Kawasaki Kisen Kaisha Ltd.		481		38,260
Kuehne + Nagel International AG (Registered)		291		76,694
Matson, Inc.		237		21,302
SITC International Holdings Co. Ltd.		7,243		27,321
Wan Hai Lines Ltd.		7,765		42,002
Yang Ming Marine Transport Corp.*		12,375		53,081
ZIM Integrated Shipping Services Ltd.		367		23,367
				469,012
Road & Rail — 30.4%
ArcBest Corp.		142		10,739
Aurizon Holdings Ltd.		10,535		30,393
Canadian Pacific Railway Ltd.		1,449		103,391

Investments	Shares		Value
Common Stocks (continued)
CSX Corp.		2,794	$	88,821
Knight-Swift Transportation Holdings, Inc.		875		42,560
Landstar System, Inc.		218		33,012
Old Dominion Freight Line, Inc.		279		72,049
Rumo SA		7,037		26,178
Saia, Inc.*		151		29,836
TFI International, Inc.		477		39,171
Union Pacific Corp.		417		91,648
Werner Enterprises, Inc.		339		13,753
XPO Logistics, Inc.*		566		30,247
				611,798
Transportation Infrastructure — 2.3%
Getlink SE		2,425		46,665
Total Common Stocks (Cost $2,001,082)				1,998,298
Total Investments — 99.6% (Cost $2,001,082)				1,998,298
Other assets less liabilities — 0.4%				7,446
Net Assets — 100.0%			$	2,005,744

*  Non-income producing security.

(a)  Security exempt from registration pursuant to Regulation S under the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States and as such may have restrictions on resale.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	67,128
Aggregate gross unrealized depreciation		(70,344	)
Net unrealized depreciation	$	(3,216	)
Federal income tax cost	$	2,001,514

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: May 31, 2022 :: SUPPLY CHAIN LOGISTICS ETF SUPL :: 97

Supply Chain Logistics ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

United States	42.0	%
Taiwan	9.7	%
Canada	7.1	%
China	7.0	%
Spain	4.8	%
Australia	4.7	%
Japan	4.7	%
Denmark	4.0	%
Switzerland	3.8	%
Germany	3.5	%
South Korea	2.7	%
France	2.3	%
Brazil	1.3	%
Israel	1.2	%
United Kingdom	0.8	%
Othera	0.4	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

98 :: SUPL SUPPLY CHAIN LOGISTICS ETF :: May 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

STATEMENTS OF ASSETS AND LIABILITIES

PROSHARES TRUST STATEMENTS OF ASSETS AND LIABILITIES :: MAY 31, 2022 :: 99

	Big Data Refiners ETF			Bitcoin Strategy ETF(c)			Decline of the Retail Store ETF			DJ Brookfield Global Infrastructure ETF		Equities for Rising Rates ETF		Global Listed Private Equity ETF
ASSETS:
Securities and Repurchase Agreements, at cost	$	4,098,042		$	299,346,100		$	8,114,718		$	143,092,615	$	104,446,114	$	15,886,630
Securities, at value(a)		2,567,431			299,321,562			—			155,319,610		104,587,779		14,155,639
Repurchase Agreements, at value		—			—			8,114,718			274,050		80,595		63,472
Cash		4,503			193,098,289			—			2,879		6		26
Foreign cash(b)		242			—			—			105,654		—		1,559
Segregated cash balances with brokers for futures contracts		—			276,916,021			—			—		—		—
Segregated cash balances with custodian for swap agreements		—			—			1,315,000			—		—		—
Dividends and interest receivable		219			—			152			405,297		292,660		15,223
Receivable for security lending income		97			—			—			3,065		179		166
Receivable for investments sold		—			—			—			—		—		21,956
Receivable for capital shares issued		—			19,661,510			—			—		—		—
Receivable from Advisor		—			—			—			—		—		5,452
Reclaims receivable		14			—			—			83,854		—		39,882
Receivable for variation margin on futures contracts		—			39,726,874			—			—		—		—
Unrealized appreciation on non-exchange traded swap agreements		—			—			817,692			—		—		—
Prepaid expenses		—			—			—			—		—		866
Total Assets		2,572,506			828,724,256			10,247,562			156,194,409		104,961,219		14,304,241
LIABILITIES:
Cash overdraft		—			—			37			—		—		—
Payable for capital shares redeemed		—			3,580,074			—			—		—		—
Payable for cash collateral received from securities loaned		153,820			—			—			3,153,905		—		38,824
Advisory fees payable		1,233			260,802			4,938			56,671		30,072		—
Custodian fees payable		—			—			—			—		—		1,238
Administration fees payable		—			—			—			—		—		12,610
Trustee fees payable		20			6,741			47			916		264		151
Compliance services fees payable		13			3,873			40			795		167		128
Listing, Data and related fees payable		—			—			—			—		—		12,500
Professional fees payable		4			1,259			13			231		151		21,844
Payable for variation margin on futures contracts		—			947,532			—			—		—		—
Unrealized depreciation on non-exchange traded swap agreements		—			—			163,064			—		—		—
Due to Authorized Participant		—			—			—			—		—		21,956
Other liabilities		—			899			—			—		—		1,434
Total Liabilities		155,090			4,801,180			168,139			3,212,518		30,654		110,685
NET ASSETS	$	2,417,416		$	823,923,076		$	10,079,423		$	152,981,891	$	104,930,565	$	14,193,556
NET ASSETS CONSIST OF:
Paid in Capital	$	3,853,976		$	1,708,772,058		$	39,735,471		$	143,835,029	$	103,211,756	$	21,066,989
Distributable earnings (loss)		(1,436,560	)		(884,848,982	)		(29,656,048	)		9,146,862		1,718,809		(6,873,433	)
NET ASSETS	$	2,417,416		$	823,923,076		$	10,079,423		$	152,981,891	$	104,930,565	$	14,193,556
Shares (unlimited number of shares authorized, no par value)		100,001			41,910,001			625,001			3,050,001		1,930,001		480,001
Net Asset Value	$	24.17		$	19.66		$	16.13		$	50.16	$	54.37	$	29.57
(a) Includes securities on loan valued at:	$	160,639		$	—		$	—		$	3,446,739	$	3,485,972	$	264,142
(b) Cost of foreign cash:	$	247		$	—		$	—		$	105,674	$	—	$	1,555

(c)  Consolidated Statement of Assets and Liabilities.

See accompanying notes to the financial statements.

100 :: MAY 31, 2022 :: STATEMENTS OF ASSETS AND LIABILITIES PROSHARES TRUST

	Hedge Replication ETF			High Yield- Interest Rate Hedged			Inflation Expectations ETF			Investment Grade-Interest Rate Hedged			K-1 Free Crude Oil Strategy ETF(b)		Large Cap Core Plus
ASSETS:
Securities and Repurchase Agreements, at cost	$	44,344,132		$	154,898,496		$	57,971,129		$	754,038,772		$	—	$	404,474,275
Securities, at value(a)		41,440,193			142,521,815			—			630,586,252			—		450,282,649
Repurchase Agreements, at value		2,063,136			773,935			57,971,129			4,554,779			—		25,669,361
Cash		—			—			—			—			92,755,829		3,643
Segregated cash balances with brokers for futures contracts		146,520			1,796,995			—			17,184,980			9,400,820		—
Segregated cash balances with custodian for swap agreements		2,011,000			—			7,516,600			—			—		1,969,193
Dividends and interest receivable		8,456			2,118,436			1,087			7,039,621			—		802,545
Receivable for security lending income		—			3,494			—			138			—		549
Receivable for investments sold		8,060			5,806,326			—			12,396,560			—		4,374,046
Receivable for capital shares issued		—			—			—			—			—		2,508,437
Receivable from Advisor		28,888			—			—			—			—		—
Receivable for variation margin on futures contracts		1,738			572,600			—			6,144,673			—		—
Unrealized appreciation on non-exchange traded swap agreements		1,060			—			—			—			—		12,401,371
Prepaid expenses		1,808			—			1,765			—			—		—
Total Assets		45,710,859			153,593,601			65,490,581			677,907,003			102,156,649		498,011,794
LIABILITIES:
Cash overdraft		706			5,939			46			3,399			—		—
Payable for investments purchased		—			4,512,369			—			—			—		—
Payable for capital shares redeemed		—			—			—			12,401,979			—		4,506,578
Payable for cash collateral received from securities loaned		9			3,173,875			—			40,700			—		2,630,055
Advisory fees payable		—			63,508			5,203			171,937			53,409		179,280
Custodian fees payable		32,129			—			382			—			—		—
Administration fees payable		14,002			—			8,625			—			—		—
Trustee fees payable		297			918			256			6,114			518		3,171
Compliance services fees payable		261			780			239			5,315			443		2,854
Listing, Data and related fees payable		205,288			—			3,352			—			—		—
Professional fees payable		21,029			225			17,435			1,102			156		743
Payable for variation margin on futures contracts		—			—			—			—			287,694		—
Unrealized depreciation on non-exchange traded swap agreements		1,572,570			—			2,165,666			—			—		15,315,892
Other liabilities		2,711			—			3,298			151,992			—		—
Total Liabilities		1,849,002			7,757,614			2,204,502			12,782,538			342,220		22,638,573
NET ASSETS	$	43,861,857		$	145,835,987		$	63,286,079		$	665,124,465		$	101,814,429	$	475,373,221
NET ASSETS CONSIST OF:
Paid in Capital	$	44,309,825		$	194,451,518		$	68,007,817		$	763,159,613		$	12,117,564	$	371,796,717
Distributable earnings (loss)		(447,968	)		(48,615,531	)		(4,721,738	)		(98,035,148	)		89,696,865		103,576,504
NET ASSETS	$	43,861,857		$	145,835,987		$	63,286,079		$	665,124,465		$	101,814,429	$	475,373,221
Shares (unlimited number of shares authorized, no par value)		915,000			2,400,001			1,930,001			9,350,001			1,734,034		9,530,000
Net Asset Value	$	47.94		$	60.76		$	32.79		$	71.14		$	58.72	$	49.88
(a) Includes securities on loan valued at:	$	4,995		$	3,987,037		$	—		$	1,657,207		$	—	$	7,632,482

(b)  Consolidated Statement of Assets and Liabilities.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF ASSETS AND LIABILITIES :: MAY 31, 2022 :: 101

	Long Online/ Short Stores ETF			Merger ETF			Metaverse ETF			MSCI EAFE Dividend Growers ETF			MSCI Emerging Markets Dividend Growers ETF			MSCI Europe Dividend Growers ETF
ASSETS:
Securities and Repurchase Agreements, at cost	$	40,841,067		$	68,281,471		$	8,729,461		$	113,442,466		$	18,395,253		$	14,213,225
Securities, at value(a)		20,702,295			60,194,951			7,802,647			108,004,948			17,405,009			13,720,508
Repurchase Agreements, at value		1,716,841			6,876,217			—			629,486			—			56,986
Cash		18			—			21,366			422			—			—
Foreign cash(b)		—			2,944			—			6,933			376,102			873
Segregated cash balances with custodian for swap agreements		2,684,780			960,434			—			—			—			—
Segregated cash balances with Authorized Participant for deposit securities		—			—			—			3,807,732			—			—
Dividends and interest receivable		32,676			2,754			1,110			554,856			38,320			54,392
Receivable for security lending income		609			—			—			5,233			71			39
Receivable for investments sold		897,678			1,600,924			—			8,570,593			1,140,422			792,385
Reclaims receivable		—			295			—			523,781			—			59,364
Due from Authorized Participant		—			—			—			2,880,898			—			—
Unrealized appreciation on non-exchange traded swap agreements		2,066,498			4,974,290			—			—			—			—
Unrealized appreciation on forward foreign currency contracts		—			304,279			—			—			—			—
Prepaid expenses		—			1,231			—			—			—			—
Total Assets		28,101,395			74,918,319			7,825,123			124,984,882			18,959,924			14,684,547
LIABILITIES:
Cash overdraft		—			2,076			—			—			258,177			5
Due to custodian		—			1,600,924			—			—			—			—
Collateral upon return of deposit securities		—			—			—			3,807,732			—			—
Payable for investments purchased		1,549,430			1,701,198			—			8,554,636			1,208,818			836,927
Payable for capital shares redeemed		—			—			—			3,353,361			—			—
Payable for cash collateral received from securities loaned		1,474,600			—			—			1,818,961			—			101,880
Advisory fees payable		11,888			15,990			3,544			46,348			8,597			6,389
Management Services fees payable		—			5,962			—			—			—			—
Custodian fees payable		—			1,402			—			—			—			—
Administration fees payable		—			15,918			—			—			—			—
Trustee fees payable		219			407			7			792			119			81
Compliance services fees payable		338			326			7			767			115			72
Listing, Data and related fees payable		—			9,496			—			—			—			—
Professional fees payable		34			17,503			11			172			27			21
Unrealized depreciation on non-exchange traded swap agreements		3,284,291			956,227			—			—			—			—
Unrealized depreciation on forward foreign currency contracts		—			2,393			—			—			—			—
Due to broker		—			166,598			—			—			—			—
Due to counterparty		—			—			—			19			7,235			—
Other liabilities		—			6,335			—			—			52,976	(c)		—
Total Liabilities		6,320,800			4,502,755			3,569			17,582,788			1,536,064			945,375
NET ASSETS	$	21,780,595		$	70,415,564		$	7,821,554		$	107,402,094		$	17,423,860		$	13,739,172
NET ASSETS CONSIST OF:
Paid in Capital	$	91,090,862		$	70,487,045		$	8,821,673		$	111,986,527		$	21,575,683		$	14,977,692
Distributable earnings (loss)		(69,310,267	)		(71,481	)		(1,000,119	)		(4,584,433	)		(4,151,823	)		(1,238,520	)
NET ASSETS	$	21,780,595		$	70,415,564		$	7,821,554		$	107,402,094		$	17,423,860		$	13,739,172
Shares (unlimited number of shares authorized, no par value)		585,001			1,750,001			220,001			2,880,001			345,001			315,001
Net Asset Value	$	37.23		$	40.24		$	35.55		$	37.29		$	50.50		$	43.62
(a) Includes securities on loan valued at:	$	1,860,935		$	—		$	—		$	2,791,450		$	749,027		$	170,397
(b) Cost of foreign cash:	$	—		$	2,894		$	—		$	7,014		$	376,162		$	862

(c)  Relates to payable for deferred India capital gains tax of $52,976.

See accompanying notes to the financial statements.

102 :: MAY 31, 2022 :: STATEMENTS OF ASSETS AND LIABILITIES PROSHARES TRUST

	MSCI Transformational Changes ETF			Nanotechnology ETF			Nasdaq-100 Dorsey Wright Momentum ETF			On-Demand ETF			Online Retail ETF			Pet Care ETF
ASSETS:
Securities and Repurchase Agreements, at cost	$	34,264,096		$	3,054,406		$	19,538,322		$	2,038,962		$	672,546,855		$	245,465,644
Securities, at value(a)		29,549,009			2,570,692			18,448,935			1,086,510			345,389,464			172,979,038
Repurchase Agreements, at value		—			—			18,506			—			62,973			244,009
Cash		—			2,197			—			40,864			39,752			7,813
Foreign cash(b)		—			168			—			507			—			42,467
Dividends and interest receivable		27,409			3,062			18,639			1,139			596,801			66,587
Receivable for security lending income		—			582			—			9			23,731			1
Receivable for investments sold		7,208,712			—			—			78,868			20,491,564			—
Reclaims receivable		15,264			46			—			14			—			125,308
Total Assets		36,800,394			2,576,747			18,486,080			1,207,911			366,604,285			173,465,223
LIABILITIES:
Cash overdraft		41,904			—			1			—			—			—
Foreign cash overdraft(b)		51,696			—			—			—			—			—
Due to custodian		—			—			—			78,868			—			—
Payable for investments purchased		7,018,724			—			—			—			20,551,578			—
Payable for cash collateral received from securities loaned		—			28,710			—			2,449			24,777,454			—
Advisory fees payable		11,139			1,184			8,986			718			164,288			73,413
Trustee fees payable		213			20			156			14			3,333			1,576
Compliance services fees payable		246			11			124			9			4,226			1,697
Professional fees payable		46			4			29			3			551			277
Due to Authorized Participant		—			—			—			39,224			—			—
Total Liabilities		7,123,968			29,929			9,296			121,285			45,501,430			76,963
NET ASSETS	$	29,676,426		$	2,546,818		$	18,476,784		$	1,086,626		$	321,102,855		$	173,388,260
NET ASSETS CONSIST OF:
Paid in Capital	$	37,021,150		$	3,014,013		$	24,070,494		$	2,871,554		$	797,951,583		$	263,032,602
Distributable earnings (loss)		(7,344,724	)		(467,195	)		(5,593,710	)		(1,784,928	)		(476,848,728	)		(89,644,342	)
NET ASSETS	$	29,676,426		$	2,546,818		$	18,476,784		$	1,086,626		$	321,102,855		$	173,388,260
Shares (unlimited number of shares authorized, no par value)		850,001			75,001			540,001			50,001			9,210,001			3,050,001
Net Asset Value	$	34.91		$	33.96		$	34.22		$	21.73		$	34.86		$	56.85
(a) Includes securities on loan valued at:	$	—		$	27,145		$	—		$	11,184		$	30,849,497		$	—
(b) Cost of foreign cash:	$	(51,642	)	$	165		$	—		$	505		$	—		$	42,270

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF ASSETS AND LIABILITIES :: MAY 31, 2022 :: 103

	Russell 2000 Dividend Growers ETF			Russell U.S. Dividend Growers ETF		S&P 500® Bond ETF			S&P 500® Dividend Aristocrats ETF		S&P 500® Ex-Energy ETF			S&P 500® Ex-Financials ETF
ASSETS:
Securities and Repurchase Agreements, at cost	$	822,511,868		$	13,423,806	$	22,525,343		$	9,531,633,526	$	26,756,729		$	8,278,643
Securities, at value(a)		871,631,762			13,662,210		19,411,076			10,218,957,429		25,866,794			8,264,304
Repurchase Agreements, at value		810,560			7,831		544,103			5,034,083		5,352			3,100
Cash		—			—		—			—		54			19
Dividends and interest receivable		1,487,350			26,392		162,363			22,651,510		31,558			12,615
Receivable for security lending income		2,261			1		6			2		4			2
Receivable for capital shares issued		—			—		—			32,232,521		—			—
Total Assets		873,931,933			13,696,434		20,117,548			10,278,875,545		25,903,762			8,280,040
LIABILITIES:
Cash overdraft		15,128			—		—			7,134		—			—
Payable for investments purchased		—			—		402,325			32,231,632		—			—
Payable for cash collateral received from securities loaned		8,704,260			—		—			—		9,686			—
Advisory fees payable		287,841			4,012		2,476			2,976,779		1,873			598
Trustee fees payable		5,496			130		152			61,050		181			55
Compliance services fees payable		4,932			126		181			53,544		161			48
Professional fees payable		1,339			22		31			15,799		40			13
Total Liabilities		9,018,996			4,290		405,165			35,345,938		11,941			714
NET ASSETS	$	864,912,937		$	13,692,144	$	19,712,383		$	10,243,529,607	$	25,891,821		$	8,279,326
NET ASSETS CONSIST OF:
Paid in Capital	$	868,917,979		$	12,075,070	$	23,176,317		$	9,300,764,164	$	26,801,706		$	3,904,290
Distributable earnings (loss)		(4,005,042	)		1,617,074		(3,463,934	)		942,765,443		(909,885	)		4,375,036
NET ASSETS	$	864,912,937		$	13,692,144	$	19,712,383		$	10,243,529,607	$	25,891,821		$	8,279,326
Shares (unlimited number of shares authorized, no par value)		13,860,001			290,001		250,001			111,400,001		295,001			95,001
Net Asset Value	$	62.40		$	47.21	$	78.85		$	91.95	$	87.77		$	87.15
(a) Includes securities on loan valued at:	$	15,911,326		$	84	$	152,562		$	48,853	$	17,993		$	10,608

See accompanying notes to the financial statements.

104 :: MAY 31, 2022 :: STATEMENTS OF ASSETS AND LIABILITIES PROSHARES TRUST

	S&P 500® Ex-Health Care ETF			S&P 500® Ex-Technology ETF			S&P Kensho Cleantech ETF			S&P Kensho Smart Factories ETF			S&P MidCap 400® Dividend Aristocrats ETF		S&P Technology Dividend Aristocrats ETF
ASSETS:
Securities and Repurchase Agreements, at cost	$	3,904,982		$	9,886,438		$	4,106,729		$	3,202,333		$	944,010,464	$	111,378,531
Securities, at value(a)		3,857,416			9,324,277			3,423,683			2,551,942			1,102,319,198		111,623,421
Repurchase Agreements, at value		2,273			1,226			—			—			1,689,415		96,094
Cash		—			25			6,438			45,968			—		6
Dividends and interest receivable		5,599			15,099			1,337			3,925			1,817,268		182,035
Receivable for security lending income		1			2			455			36			202		705
Receivable for investments sold		—			—			685,903			—			—		—
Reclaims receivable		—			—			—			850			—		—
Total Assets		3,865,289			9,340,629			4,117,816			2,602,721			1,105,826,083		111,902,261
LIABILITIES:
Cash overdraft		—			—			—			—			116,148		—
Payable for investments purchased		—			—			691,922			—			—		—
Payable for cash collateral received from securities loaned		117			302			368,658			137,035			107,000		2,299,747
Advisory fees payable		279			678			1,418			1,169			362,394		40,903
Trustee fees payable		26			67			20			19			6,612		707
Compliance services fees payable		24			52			14			13			5,961		625
Professional fees payable		6			15			4			4			1,678		169
Due to broker		—			—			—			41,358			—		—
Due to counterparty		—			—			—			230			—		—
Total Liabilities		452			1,114			1,062,036			179,828			599,793		2,342,151
NET ASSETS	$	3,864,837		$	9,339,515		$	3,055,780		$	2,422,893		$	1,105,226,290	$	109,560,110
NET ASSETS CONSIST OF:
Paid in Capital	$	3,915,697		$	9,889,624		$	3,910,072		$	3,092,366		$	922,987,605	$	105,316,415
Distributable earnings (loss)		(50,860	)		(550,109	)		(854,292	)		(669,473	)		182,238,685		4,243,695
NET ASSETS	$	3,864,837		$	9,339,515		$	3,055,780		$	2,422,893		$	1,105,226,290	$	109,560,110
Shares (unlimited number of shares authorized, no par value)		45,001			130,001			100,001			75,001			15,360,001		1,860,001
Net Asset Value	$	85.88		$	71.84		$	30.56		$	32.30		$	71.95	$	58.90
(a) Includes securities on loan valued at:	$	5,127		$	4,276		$	304,101		$	186,912		$	2,237,445	$	5,893,008

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF ASSETS AND LIABILITIES :: MAY 31, 2022 :: 105

	Smart Materials ETF			Supply Chain Logistics ETF
ASSETS:
Securities and Repurchase Agreements, at cost	$	1,994,598		$	2,001,082
Securities, at value(a)		1,779,611			1,998,298
Repurchase Agreements, at value		—			—
Cash		5,559			3,617
Foreign cash(b)		242			553
Dividends and interest receivable		2,201			3,279
Receivable for security lending income		154			—
Reclaims receivable		749			980
Total Assets		1,788,516			2,006,727
LIABILITIES:
Payable for cash collateral received from securities loaned		19,614			—
Advisory fees payable		838			972
Trustee fees payable		20			6
Compliance services fees payable		11			2
Professional fees payable		3			3
Total Liabilities		20,486			983
NET ASSETS	$	1,768,030		$	2,005,744
NET ASSETS CONSIST OF:
Paid in Capital	$	2,104,517		$	2,018,668
Distributable earnings (loss)		(336,487	)		(12,924	)
NET ASSETS	$	1,768,030		$	2,005,744
Shares (unlimited number of shares authorized, no par value)		50,001			50,001
Net Asset Value	$	35.36		$	40.11
(a) Includes securities on loan valued at:	$	18,525		$	—
(b) Cost of foreign cash:	$	239		$	552

See accompanying notes to the financial statements.

106 :: MAY 31, 2022 :: STATEMENTS OF ASSETS AND LIABILITIES PROSHARES TRUST

STATEMENTS OF OPERATIONS

PROSHARES TRUST STATEMENTS OF OPERATIONS :: FOR THE PERIODS ENDED MAY 31, 2022 :: 107

	Big Data Refiners ETF			Bitcoin Strategy ETF(a)			Decline of the Retail Store ETF			DJ Brookfield Global Infrastructure ETF			Equities for Rising Rates ETF			Global Listed Private Equity ETF
	September 29, 2021* through May 31, 2022			October 18, 2021* through May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Dividends	$	1,590		$	—		$	—		$	4,352,789		$	865,185		$	1,149,947
Interest		—			496,695			5,311			78			—			—
Securities lending income (Note 2)		138			—			—			20,237			290			1,193
Foreign withholding tax on income		(39	)		—			—			(309,080	)		(374	)		(14,264	)
Total Investment Income		1,689			496,695			5,311			4,064,024			865,101			1,136,876
EXPENSES:
Advisory fees (Note 4)		12,999			6,522,139			46,326			631,018			113,537			110,884
Management Services fees (Note 4)		—			—			—			—			—			22,177
Professional fees		7			2,069			27			516			174			21,990
Administration fees (Note 5)		—			—			—			—			—			74,931
Custodian fees (Note 6)		—			—			—			—			—			6,989
Printing and Shareholder reports		—			—			—			—			—			1,925
Listing, Data and related fees (Note 7)		—			—			—			—			—			38,535
Trustees fees (Note 8)		37			10,985			123			2,479			371			407
Compliance services fees (Note 4)		13			3,873			25			580			159			106
Other fees		—			—			—			—			—			5,289
Total Gross Expenses before fees waived and/or reimbursed		13,056			6,539,066			46,501			634,593			114,241			283,233
LESS:
Expenses waived and/or reimbursed by Advisor (Note 4)		—			—			—			—			—			(150,268	)
Total Net Expenses		13,056			6,539,066			46,501			634,593			114,241			132,965
Net Investment Income (Loss)		(11,367	)		(6,042,371	)		(41,190	)		3,429,431			750,860			1,003,911
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		(12,093	)		(546,159	)		—			1,154,192			793,946			60,920
Expiration or closing of futures contracts		—			(876,330,142	)		—			—			—			—
Expiration or closing of non-exchange traded swap agreements		—			—			(3,308,481	)		—			—			—
In-kind redemptions of investments		117,452			—			—			14,938,469			1,686,944			1,040,459
Foreign currency transactions		(64	)		—			—			(23,469	)		—			(4,445	)
Net realized gain (loss)		105,295			(876,876,301	)		(3,308,481	)		16,069,192			2,480,890			1,096,934
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(1,530,611	)		(24,538	)		—			(2,355,710	)		(714,843	)		(5,269,478	)
Futures contracts		—			(1,905,772	)		—			—			—			—
Non-exchange traded swap agreements		—			—			3,118,325			—			—			—
Foreign currency translations		(19	)		—			—			(8,147	)		—			(4,943	)
Change in net unrealized appreciation/depreciation		(1,530,630	)		(1,930,310	)		3,118,325			(2,363,857	)		(714,843	)		(5,274,421	)
Net realized and unrealized gain (loss)		(1,425,335	)		(878,806,611	)		(190,156	)		13,705,335			1,766,047			(4,177,487	)
Change in Net Assets Resulting from Operations	$	(1,436,702	)	$	(884,848,982	)	$	(231,346	)	$	17,134,766		$	2,516,907		$	(3,173,576	)

*  Commencement of investment operations.

(a)  Consolidated Statement of Operations.

See accompanying notes to the financial statements.

108 :: FOR THE PERIODS ENDED MAY 31, 2022 :: STATEMENTS OF OPERATIONS PROSHARES TRUST

	Hedge Replication ETF			High Yield- Interest Rate Hedged			Inflation Expectations ETF			Investment Grade-Interest Rate Hedged			K-1 Free Crude Oil Strategy ETF(a)			Large Cap Core Plus
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Dividends	$	117,345		$	—		$	—		$	—		$	—		$	7,024,516
Interest		59,603			6,738,731			1,276,239			26,807,694			—			18,496
Securities lending income (Note 2)		1,294			14,008			1			15,436			—			3,447
Foreign withholding tax on income		(153	)		—			—			—			—			—
Total Investment Income		178,089			6,752,739			1,276,240			26,823,130			—			7,046,459
EXPENSES:
Advisory fees (Note 4)		343,326			687,373			235,909			2,769,450			511,571			2,251,428
Management Services fees (Note 4)		45,776			—			42,892			—			—			—
Professional fees		70,652			490			17,562			3,069			313			1,771
Administration fees (Note 5)		82,650			—			74,112			—			—			—
Custodian fees (Note 6)		130,356			—			2,942			—			—			—
Printing and Shareholder reports		4,063			—			4,306			—			—			—
Listing, Data and related fees (Note 7)		147,251			—			29,920			—			—			—
Trustees fees (Note 8)		806			2,367			723			16,773			1,359			8,798
Compliance services fees (Note 4)		217			661			231			4,796			349			2,276
Other fees		5,964			—			10,230			—			44,981	(b)		—
Total Gross Expenses before fees waived and/or reimbursed		831,061			690,891			418,827			2,794,088			558,573			2,264,273
LESS:
Expenses waived and/or reimbursed by Advisor (Note 4)		(396,256	)		—			(286,437	)		—			—			—
Total Net Expenses		434,805			690,891			132,390			2,794,088			558,573			2,264,273
Net Investment Income (Loss)		(256,716	)		6,061,848			1,143,850			24,029,042			(558,573	)		4,782,186
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		(27,475	)		(534,662	)		536,239			(8,496,317	)		—			27,319,050
Expiration or closing of futures contracts		(525,560	)		9,653,918			—			76,256,106			30,959,766			—
Expiration or closing of non-exchange traded swap agreements		2,637,572			—			4,201,521			—			—			13,594,042
In-kind redemptions of investments		1,456,286			(1,939,481	)		917,775			(23,041,091	)		—			13,211,003
Net realized gain (loss)		3,540,823			7,179,775			5,655,535			44,718,698			30,959,766			54,124,095
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(3,364,904	)		(12,861,857	)		(516,612	)		(119,391,936	)		—			(36,826,182	)
Futures contracts		38,345			618,936			—			5,689,362			17,064,949			—
Non-exchange traded swap agreements		(3,914,200	)		—			(1,738,923	)		—			—			(4,407,622	)
Change in net unrealized appreciation/depreciation		(7,240,759	)		(12,242,921	)		(2,255,535	)		(113,702,574	)		17,064,949			(41,233,804	)
Net realized and unrealized gain (loss)		(3,699,936	)		(5,063,146	)		3,400,000			(68,983,876	)		48,024,715			12,890,291
Change in Net Assets Resulting from Operations	$	(3,956,652	)	$	998,702		$	4,543,850		$	(44,954,834	)	$	47,466,142		$	17,672,477

(a)  Consolidated Statement of Operations.

(b)  Includes futures account fees in the amount of $44,981.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF OPERATIONS :: FOR THE PERIODS ENDED MAY 31, 2022 :: 109

	Long Online/ Short Stores ETF			Merger ETF			Metaverse ETF			MSCI EAFE Dividend Growers ETF			MSCI Emerging Markets Dividend Growers ETF			MSCI Europe Dividend Growers ETF
	Year Ended May 31, 2022			Year Ended May 31, 2022			March 15, 2022* through May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Dividends	$	289,151		$	519,686		$	3,861		$	2,997,042		$	590,031		$	315,601
Interest		1,333			331			—			238			—			31
Securities lending income (Note 2)		164,136			4,562			—			31,348			2,458			2,327
Foreign withholding tax on income		(3,768	)		(15,357	)		(47	)		(265,599	)		(55,421	)		(34,926	)
Total Investment Income		450,852			509,222			3,814			2,763,029			537,068			283,033
EXPENSES:
Advisory fees (Note 4)		376,209			434,223			8,364			668,324			120,945			69,955
Management Services fees (Note 4)		—			57,896			—			—			—			—
Professional fees		191			17,998			11			461			71			46
Administration fees (Note 5)		—			88,332			—			—			—			—
Custodian fees (Note 6)		—			10,302			—			—			—			—
Printing and Shareholder reports		—			14,672			—			—			—			—
Listing, Data and related fees (Note 7)		—			54,965			—			—			—			—
Trustees fees (Note 8)		1,074			981			7			2,389			361			216
Compliance services fees (Note 4)		164			280			7			614			93			62
Other fees		—			8,629			—			—			—			—
Total Gross Expenses before fees waived and/or reimbursed		377,638			688,278			8,389			671,788			121,470			70,279
LESS:
Expenses waived and/or reimbursed by Advisor (Note 4)		—			(254,074	)		—			—			—			—
Total Net Expenses		377,638			434,204			8,389			671,788			121,470			70,279
Net Investment Income (Loss)		73,214			75,018			(4,575	)		2,091,241			415,598			212,754
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		837,914			(2,824,032	)		(68,730	)		2,419,016			33,946	(a)		22,897
Expiration or closing of non-exchange traded swap agreements		(7,161,869	)		(1,662,029	)		—			—			—			—
In-kind redemptions of investments		5,854,007			60,351			—			1,240,845			53,609			—
Foreign currency transactions		—			29,727			—			(30,769	)		(43,189	)		(484	)
Settlement of forward foreign currency contracts		—			472,776			—			—			—			—
Net realized gain (loss)		(469,948	)		(3,923,207	)		(68,730	)		3,629,092			44,366			22,413
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(36,339,919	)		(2,453,979	)		(926,814	)		(28,525,040	)		(4,096,166	)(b)		(2,412,302	)
Non-exchange traded swap agreements		1,942,362			5,089,320			—			—			—			—
Forward foreign currency contracts		—			409,307			—			—			—			—
Foreign currency translations		—			81			—			(64,221	)		26			(6,157	)
Change in net unrealized appreciation/depreciation		(34,397,557	)		3,044,729			(926,814	)		(28,589,261	)		(4,096,140	)		(2,418,459	)
Net realized and unrealized gain (loss)		(34,867,505	)		(878,478	)		(995,544	)		(24,960,169	)		(4,051,774	)		(2,396,046	)
Change in Net Assets Resulting from Operations	$	(34,794,291	)	$	(803,460	)	$	(1,000,119	)	$	(22,868,928	)	$	(3,636,176	)	$	(2,183,292	)

*  Commencement of investment operations.

(a)  Net of India capital gains tax of $99,400.

(b)  Net of change in deferred India capital gain tax of $86,741 and deferred Thailand capital gains tax of $18,025.

See accompanying notes to the financial statements.

110 :: FOR THE PERIODS ENDED MAY 31, 2022 :: STATEMENTS OF OPERATIONS PROSHARES TRUST

	MSCI Transformational Changes ETF			Nanotechnology ETF			Nasdaq-100 Dorsey Wright Momentum ETF			On-Demand ETF			Online Retail ETF			Pet Care ETF
	Year Ended May 31, 2022			October 26, 2021* through May 31, 2022			Year Ended May 31, 2022			October 26, 2021* through May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Dividends	$	314,543		$	16,036		$	134,176		$	5,200		$	4,368,440		$	2,189,941
Income from non-cash dividends		17,748			—			—			—			—			—
Interest		44			—			15			—			151			535
Securities lending income (Note 2)		—			606			—			12			1,891,043			12,653
Foreign withholding tax on income		(8,874	)		(1,094	)		(1,028	)		(470	)		(59,367	)		(53,571	)
Total Investment Income		323,461			15,548			133,163			4,742			6,200,267			2,149,558
EXPENSES:
Advisory fees (Note 4)		192,135			11,771			125,703			9,606			4,206,707			1,465,240
Professional fees		144			7			66			5			2,355			947
Trustees fees (Note 8)		765			33			367			27			13,460			5,350
Compliance services fees (Note 4)		213			12			127			10			2,894			1,435
Other fees		—			4			—			—			—			—
Total Expenses		193,257			11,827			126,263			9,648			4,225,416			1,472,972
Net Investment Income (Loss)		130,204			3,721			6,900			(4,906	)		1,974,851			676,586
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		(3,741,070	)		(127,596	)		(4,896,579	)		(276,908	)		(101,743,334	)		(17,512,984	)
In-kind redemptions of investments		3,719,572			143,811			701,403			(551,712	)		31,476,275			79,179,991
Foreign currency transactions		5,612			(308	)		—			1,757			—			(66,628	)
Net realized gain (loss)		(15,886	)		15,907			(4,195,176	)		(826,863	)		(70,267,059	)		61,600,379
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(7,052,164	)		(483,714	)		(1,274,385	)		(952,452	)		(391,990,278	)		(142,309,305	)
Foreign currency translations		(4,200	)		(42	)		—			(42	)		—			(5,537	)
Change in net unrealized appreciation/depreciation		(7,056,364	)		(483,756	)		(1,274,385	)		(952,494	)		(391,990,278	)		(142,314,842	)
Net realized and unrealized gain (loss)		(7,072,250	)		(467,849	)		(5,469,561	)		(1,779,357	)		(462,257,337	)		(80,714,463	)
Change in Net Assets Resulting from Operations	$	(6,942,046	)	$	(464,128	)	$	(5,462,661	)	$	(1,784,263	)	$	(460,282,486	)	$	(80,037,877	)

*  Commencement of investment operations.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF OPERATIONS :: FOR THE PERIODS ENDED MAY 31, 2022 :: 111

	Russell 2000 Dividend Growers ETF			Russell U.S. Dividend Growers ETF			S&P 500® Bond ETF			S&P 500® Dividend Aristocrats ETF			S&P 500® Ex-Energy ETF			S&P 500® Ex-Financials ETF
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Dividends	$	23,160,369		$	528,502		$	—		$	222,896,426		$	365,203		$	113,464
Interest		359			7			706,491			13,641			40			15
Securities lending income (Note 2)		20,394			172			776			822			170			40
Foreign withholding tax on income		—			—			—			—			(79	)		(27	)
Total Investment Income		23,181,122			528,681			707,267			222,910,889			365,334			113,492
EXPENSES:
Advisory fees (Note 4)		3,467,331			76,289			46,943			33,050,023			62,751			19,078
Professional fees		3,163			74			104			34,717			92			30
Trustees fees (Note 8)		15,279			410			570			163,695			486			150
Compliance services fees (Note 4)		3,890			97			137			44,479			103			43
Total Gross Expenses before fees waived and/or reimbursed		3,489,663			76,870			47,754			33,292,914			63,432			19,301
LESS:
Expenses waived and/or reimbursed by Advisor (Note 4)		—			—			—			—			(3,892	)		(1,219	)
Total Net Expenses		3,489,663			76,870			47,754			33,292,914			59,540			18,082
Net Investment Income (Loss)		19,691,459			451,811			659,513			189,617,975			305,794			95,410
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		49,352,495			453,083			(486,415	)		(42,740,907	)		(24,949	)		(9,887	)
In-kind redemptions of investments		16,884,226			3,103,063			(365,083	)		1,342,649,855			98,453			—
Net realized gain (loss)		66,236,721			3,556,146			(851,498	)		1,299,908,948			73,504			(9,887	)
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(134,202,663	)		(4,153,389	)		(2,211,204	)		(1,353,335,213	)		(1,256,219	)		(128,300	)
Change in net unrealized appreciation/depreciation		(134,202,663	)		(4,153,389	)		(2,211,204	)		(1,353,335,213	)		(1,256,219	)		(128,300	)
Net realized and unrealized gain (loss)		(67,965,942	)		(597,243	)		(3,062,702	)		(53,426,265	)		(1,182,715	)		(138,187	)
Change in Net Assets Resulting from Operations	$	(48,274,483	)	$	(145,432	)	$	(2,403,189	)	$	136,191,710		$	(876,921	)	$	(42,777	)

See accompanying notes to the financial statements.

112 :: FOR THE PERIODS ENDED MAY 31, 2022 :: STATEMENTS OF OPERATIONS PROSHARES TRUST

	S&P 500® Ex-Health Care ETF			S&P 500® Ex-Technology ETF			S&P Kensho Cleantech ETF			S&P Kensho Smart Factories ETF			S&P MidCap 400® Dividend Aristocrats ETF			S&P Technology Dividend Aristocrats ETF
	Year Ended May 31, 2022			Year Ended May 31, 2022			September 29, 2021* through May 31, 2022			September 29, 2021* through May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Dividends	$	57,411		$	150,737		$	6,898		$	17,429		$	32,576,137		$	1,993,262
Interest		9			13			17			—			1,712			144
Securities lending income (Note 2)		28			58			622			138			835			10,305
Foreign withholding tax on income		(22	)		—			—			(1,148	)		—			—
Total Investment Income		57,426			150,808			7,537			16,419			32,578,684			2,003,711
EXPENSES:
Advisory fees (Note 4)		9,425			20,566			14,198			12,817			4,199,083			494,039
Professional fees		13			28			7			7			3,833			392
Trustees fees (Note 8)		73			133			39			36			18,356			1,919
Compliance services fees (Note 4)		16			—			14			13			4,826			503
Total Gross Expenses before fees waived and/or reimbursed		9,527			20,727			14,258			12,873			4,226,098			496,853
LESS:
Expenses waived and/or reimbursed by Advisor (Note 4)		(570	)		(1,406	)		—			—			—			—
Total Net Expenses		8,957			19,321			14,258			12,873			4,226,098			496,853
Net Investment Income (Loss)		48,469			131,487			(6,721	)		3,546			28,352,586			1,506,858
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		218			(20,418	)		(413,937	)		73,935			30,984,539			198,683
In-kind redemptions of investments		—			153,801			249,412			(96,563	)		4,843,031			17,936,536
Net realized gain (loss)		218			133,383			(164,525	)		(22,628	)		35,827,570			18,135,219
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(117,688	)		(606,064	)		(683,046	)		(650,391	)		(56,746,606	)		(17,461,563	)
Change in net unrealized appreciation/depreciation		(117,688	)		(606,064	)		(683,046	)		(650,391	)		(56,746,606	)		(17,461,563	)
Net realized and unrealized gain (loss)		(117,470	)		(472,681	)		(847,571	)		(673,019	)		(20,919,036	)		673,656
Change in Net Assets Resulting from Operations	$	(69,001	)	$	(341,194	)	$	(854,292	)	$	(669,473	)	$	7,433,550		$	2,180,514

*  Commencement of investment operations.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF OPERATIONS :: FOR THE PERIODS ENDED MAY 31, 2022 :: 113

	Smart Materials ETF			Supply Chain Logistics ETF
	October 26, 2021* through May 31, 2022			April 6, 2022* through May 31, 2022
INVESTMENT INCOME:
Dividends	$	31,353		$	13,556
Securities lending income (Note 2)		221			—
Foreign withholding tax on income		(3,020	)		(1,254	)
Total Investment Income		28,554			12,302
EXPENSES:
Advisory fees (Note 4)		10,919			2,426
Professional fees		5			3
Trustees fees (Note 8)		33			6
Compliance services fees (Note 4)		11			2
Total Expenses		10,968			2,437
Net Investment Income (Loss)		17,586			9,865
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		(132,103	)		(3,204	)
In-kind redemptions of investments		8,370			(14,193	)
Foreign currency transactions		(1,646	)		(2,637	)
Net realized gain (loss)		(125,379	)		(20,034	)
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(214,987	)		(2,784	)
Foreign currency translations		(27	)		29
Change in net unrealized appreciation/depreciation		(215,014	)		(2,755	)
Net realized and unrealized gain (loss)		(340,393	)		(22,789	)
Change in Net Assets Resulting from Operations	$	(322,807	)	$	(12,924	)

*  Commencement of investment operations.

See accompanying notes to the financial statements.

114 :: FOR THE PERIODS ENDED MAY 31, 2022 :: STATEMENTS OF OPERATIONS PROSHARES TRUST

STATEMENTS OF CHANGES IN NET ASSETS

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 115

	Big Data Refiners ETF			Bitcoin Strategy ETF(b)			Decline of the Retail Store ETF
	September 29, 2021* through May 31, 2022			October 18, 2021* through May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(11,367	)	$	(6,042,371	)	$	(41,190	)	$	(132,859	)
Net realized gain (loss)		105,295			(876,876,301	)		(3,308,481	)		(28,222,798	)
Change in net unrealized appreciation/depreciation		(1,530,630	)		(1,930,310	)		3,118,325			13,140,753
Change in net assets resulting from operations		(1,436,702	)		(884,848,982	)		(231,346	)		(15,214,904	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		4,967,334			2,376,696,826			4,848,694			3,215,628
Cost of shares redeemed		(1,113,216	)		(667,924,768	)		(1,961,866	)		(16,683,476	)
Change in net assets resulting from capital transactions		3,854,118			1,708,772,058			2,886,828			(13,467,848	)
Change in net assets		2,417,416			823,923,076			2,655,482			(28,682,752	)
NET ASSETS:
Beginning of period	$	—		$	—		$	7,423,941		$	36,106,693
End of period	$	2,417,416		$	823,923,076		$	10,079,423		$	7,423,941
SHARE TRANSACTIONS:
Beginning of period		—			—			450,001			1,050,001
Issued		100,000			68,940,001			300,000			100,000
Issued in-kind		25,001			—			—			—
Redeemed		—			(27,030,000	)		(125,000	)		(700,000	)
Redemption in-kind		(25,000	)		—			—			—
Shares outstanding, end of period		100,001			41,910,001			625,001			450,001

*  Commencement of investment operations.

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(b)  Consolidated Statement of Changes in Net Assets.

See accompanying notes to the financial statements.

116 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	DJ Brookfield Global Infrastructure ETF						Equities for Rising Rates ETF						Global Listed Private Equity ETF
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	3,429,431		$	3,920,881		$	750,860		$	55,255		$	1,003,911		$	970,495
Net realized gain (loss)		16,069,192			3,040,408			2,480,890			180,763			1,096,934			562,355
Change in net unrealized appreciation/depreciation		(2,363,857	)		19,411,352			(714,843	)		1,020,284			(5,274,421	)		7,272,464
Change in net assets resulting from operations		17,134,766			26,372,641			2,516,907			1,256,302			(3,173,576	)		8,805,314
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(4,439,777	)		(4,543,262	)		(337,628	)		(35,971	)		(2,700,293	)		(1,367,531	)
Total distributions		(4,439,777	)		(4,543,262	)		(337,628	)		(35,971	)		(2,700,293	)		(1,367,531	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		27,711,864			38,824,504			108,378,415			4,620,083			7,753,365			—
Cost of shares redeemed		(65,084,206	)		(26,440,295	)		(12,629,601	)		—			(8,660,132	)		(2,729,277	)
Change in net assets resulting from capital transactions		(37,372,342	)		12,384,209			95,748,814			4,620,083			(906,767	)		(2,729,277	)
Change in net assets		(24,677,353	)		34,213,588			97,928,093			5,840,414			(6,780,636	)		4,708,506
NET ASSETS:
Beginning of period	$	177,659,244		$	143,445,656		$	7,002,472		$	1,162,058		$	20,974,192		$	16,265,686
End of period	$	152,981,891		$	177,659,244		$	104,930,565		$	7,002,472		$	14,193,556		$	20,974,192
SHARE TRANSACTIONS:
Beginning of period		3,810,001			3,530,001			140,001			40,001			550,001			630,001
Issued		—			—			—			—			—			—
Issued in-kind		590,000			940,000			2,030,000			100,000			210,000			—
Redeemed		—			—			—			—			—			—
Redemption in-kind		(1,350,000	)		(660,000	)		(240,000	)		—			(280,000	)		(80,000	)
Shares outstanding, end of period		3,050,001			3,810,001			1,930,001			140,001			480,001			550,001

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 117

	Hedge Replication ETF						High Yield-Interest Rate Hedged						Inflation Expectations ETF
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(256,716	)	$	(221,981	)	$	6,061,848		$	3,898,726		$	1,143,850		$	223,960
Net realized gain (loss)		3,540,823			(988,551	)		7,179,775			175,937			5,655,535			668,613
Change in net unrealized appreciation/depreciation		(7,240,759	)		5,498,914			(12,242,921	)		4,957,671			(2,255,535	)		1,608,239
Change in net assets resulting from operations		(3,956,652	)		4,288,382			998,702			9,032,334			4,543,850			2,500,812
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		—			—			(6,219,462	)		(4,078,079	)		(1,313,529	)		(56,814	)
Total distributions		—			—			(6,219,462	)		(4,078,079	)		(1,313,529	)		(56,814	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		24,709,770			14,798,403			82,448,025			35,957,041			37,681,874			37,831,159
Cost of shares redeemed		(20,962,589	)		(1,869,086	)		(39,410,448	)		(9,252,267	)		(21,873,044	)		(3,747,088	)
Change in net assets resulting from capital transactions		3,747,181			12,929,317			43,037,577			26,704,774			15,808,830			34,084,071
Change in net assets		(209,471	)		17,217,699			37,816,817			31,659,029			19,039,151			36,528,069
NET ASSETS:
Beginning of period	$	44,071,328		$	26,853,629		$	108,019,170		$	76,360,141		$	44,246,928		$	7,718,859
End of period	$	43,861,857		$	44,071,328		$	145,835,987		$	108,019,170		$	63,286,079		$	44,246,928
SHARE TRANSACTIONS:
Beginning of period		845,000			595,000			1,725,001			1,300,001			1,470,001			320,001
Issued		480,000			290,000			250,000			—			880,000			430,000
Issued in-kind		—			—			1,075,000			575,000			290,000			850,000
Redeemed		(150,000	)		(40,000	)		—			(50,000	)		(400,000	)		(60,000	)
Redemption in-kind		(260,000	)		—			(650,000	)		(100,000	)		(310,000	)		(70,000	)
Shares outstanding, end of period		915,000			845,000			2,400,001			1,725,001			1,930,001			1,470,001

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

118 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	Investment Grade-Interest Rate Hedged						K-1 Free Crude Oil Strategy ETF(b)						Large Cap Core Plus
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	24,029,042		$	10,382,805		$	(558,573	)	$	(504,527	)	$	4,782,186		$	4,778,492
Net realized gain (loss)		44,718,698			51,847,323			30,959,766			58,784,766			54,124,095			37,405,665
Change in net unrealized appreciation/depreciation		(113,702,574	)		(20,124,053	)		17,064,949			(19,857,293	)		(41,233,804	)		102,776,896
Change in net assets resulting from operations		(44,954,834	)		42,106,075			47,466,142			38,422,946			17,672,477			144,961,053
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(23,881,727	)		(9,567,802	)		(40,509,974	)		—			(4,447,277	)		(5,069,437	)
Total distributions		(23,881,727	)		(9,567,802	)		(40,509,974	)		—			(4,447,277	)		(5,069,437	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		461,774,370			572,021,423			83,663,007			103,977,191			24,386,474			29,139,341
Cost of shares redeemed		(452,196,117	)		(115,171,760	)		(92,689,118	)		(114,607,200	)		(44,142,043	)		(99,467,099	)
Change in net assets resulting from capital transactions		9,578,253			456,849,663			(9,026,111	)		(10,630,009	)		(19,755,569	)		(70,327,758	)
Change in net assets		(59,258,308	)		489,387,936			(2,069,943	)		27,792,937			(6,530,369	)		69,563,858
NET ASSETS:
Beginning of period	$	724,382,773		$	234,994,837		$	103,884,372		$	76,091,435		$	481,903,590		$	412,339,732
End of period	$	665,124,465		$	724,382,773		$	101,814,429		$	103,884,372		$	475,373,221		$	481,903,590
SHARE TRANSACTIONS:
Beginning of period		9,500,001			3,375,001			1,759,034			2,259,034			9,940,000	(c)		11,760,000	(c)
Issued		25,000			1,225,000			1,550,000			2,500,000			50,000	(c)		—	(c)
Issued in-kind		6,100,000			6,450,000			—			—			410,000	(c)		620,000	(c)
Redeemed		(375,000	)		(50,000	)		(1,575,000	)		(3,000,000	)		—	(c)		—	(c)
Redemption in-kind		(5,900,000	)		(1,500,000	)		—			—			(870,000	)(c)		(2,440,000	)(c)
Shares outstanding, end of period		9,350,001			9,500,001			1,734,034			1,759,034			9,530,000	(c)		9,940,000	(c)

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(b)  Consolidated Statement of Changes in Net Assets.

(c)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 2:1 stock split effective January 13, 2022.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 119

	Long Online/Short Stores ETF						Merger ETF						Metaverse ETF
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			March 15, 2022* through May 31, 2022
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	73,214		$	2,915,793		$	75,018		$	113,968		$	(4,575	)
Net realized gain (loss)		(469,948	)		32,410,646			(3,923,207	)		1,132,701			(68,730	)
Change in net unrealized appreciation/depreciation		(34,397,557	)		3,124,549			3,044,729			275,097			(926,814	)
Change in net assets resulting from operations		(34,794,291	)		38,450,988			(803,460	)		1,521,766			(1,000,119	)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		—			(3,324,258	)		(196,076	)		(86,898	)		—
Total distributions		—			(3,324,258	)		(196,076	)		(86,898	)		—
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		809,446			49,825,022			29,568,109			34,893,532			8,821,673
Cost of shares redeemed		(44,701,406	)		(167,617,336	)		(1,015,874	)		(992,691	)		—
Change in net assets resulting from capital transactions		(43,891,960	)		(117,792,314	)		28,552,235			33,900,841			8,821,673
Change in net assets		(78,686,251	)		(82,665,584	)		27,552,699			35,335,709			7,821,554
NET ASSETS:
Beginning of period	$	100,466,846		$	183,132,430		$	42,862,865		$	7,527,156		$	—
End of period	$	21,780,595		$	100,466,846		$	70,415,564		$	42,862,865		$	7,821,554
SHARE TRANSACTIONS:
Beginning of period		1,275,001			2,665,001			1,050,001			200,001			—
Issued		—			—			—			—			20,001
Issued in-kind		10,000			580,000			725,000			875,000			200,000
Redeemed		—			—			—			—			—
Redemption in-kind		(700,000	)		(1,970,000	)		(25,000	)		(25,000	)		—
Shares outstanding, end of period		585,001			1,275,001			1,750,001			1,050,001			220,001

*  Commencement of investment operations.

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

120 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	MSCI EAFE Dividend Growers ETF						MSCI Emerging Markets Dividend Growers ETF						MSCI Europe Dividend Growers ETF
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	2,091,241		$	2,411,476		$	415,598		$	704,573		$	212,754		$	158,498
Net realized gain (loss)		3,629,092			8,311,132			44,366			76,451			22,413			482,614
Change in net unrealized appreciation/depreciation		(28,589,261	)		21,696,783			(4,096,140	)		6,869,127			(2,418,459	)		1,762,059
Change in net assets resulting from operations		(22,868,928	)		32,419,391			(3,636,176	)		7,650,151			(2,183,292	)		2,403,171
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(4,086,070	)		(1,964,651	)		(466,437	)		(753,195	)		(291,008	)		(103,844	)
Total distributions		(4,086,070	)		(1,964,651	)		(466,437	)		(753,195	)		(291,008	)		(103,844	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		6,860,550			1,184,806			—			—			6,654,416			—
Cost of shares redeemed		(11,152,753	)		(9,845,361	)		(1,110,855	)		(6,424,135	)		—			(425,921	)
Change in net assets resulting from capital transactions		(4,292,203	)		(8,660,555	)		(1,110,855	)		(6,424,135	)		6,654,416			(425,921	)
Change in net assets		(31,247,201	)		21,794,185			(5,213,468	)		472,821			4,180,116			1,873,406
NET ASSETS:
Beginning of period	$	138,649,295		$	116,855,110		$	22,637,328		$	22,164,507		$	9,559,056		$	7,685,650
End of period	$	107,402,094		$	138,649,295		$	17,423,860		$	22,637,328		$	13,739,172		$	9,559,056
SHARE TRANSACTIONS:
Beginning of period		3,010,001			3,230,001			365,001			485,001			185,001			195,001
Issued		—			—			—			—			—			—
Issued in-kind		160,000			30,000			—			—			130,000			—
Redeemed		—			—			—			—			—			—
Redemption in-kind		(290,000	)		(250,000	)		(20,000	)		(120,000	)		—			(10,000	)
Shares outstanding, end of period		2,880,001			3,010,001			345,001			365,001			315,001			185,001

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 121

	MSCI Transformational Changes ETF						Nanotechnology ETF			Nasdaq-100 Dorsey Wright Momentum ETF
	Year Ended May 31, 2022			October 14, 2020* through May 31, 2021			October 26, 2021* through May 31, 2022			Year Ended May 31, 2022			May 18, 2021* through May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	130,204		$	80,206		$	3,721		$	6,900		$	4,285
Net realized gain (loss)		(15,886	)		(15,601	)		15,907			(4,195,176	)		—
Change in net unrealized appreciation/depreciation		(7,056,364	)		2,341,604			(483,756	)		(1,274,385	)		203,504
Change in net assets resulting from operations		(6,942,046	)		2,406,209			(464,128	)		(5,462,661	)		207,789
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(116,676	)		(8,680	)		(3,067	)		(8,273	)		—
Total distributions		(116,676	)		(8,680	)		(3,067	)		(8,273	)		—
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		18,696,634			44,649,526			6,077,885			28,611,153			4,000,040
Cost of shares redeemed		(29,008,541	)		—			(3,063,872	)		(8,871,264	)		—
Change in net assets resulting from capital transactions		(10,311,907	)		44,649,526			3,014,013			19,739,889			4,000,040
Change in net assets		(17,370,629	)		47,047,055			2,546,818			14,268,955			4,207,829
NET ASSETS:
Beginning of period	$	47,047,055		$	—		$	—		$	4,207,829		$	—
End of period	$	29,676,426		$	47,047,055		$	2,546,818		$	18,476,784		$	4,207,829
SHARE TRANSACTIONS:
Beginning of period		1,075,001			—			—			100,001			—
Issued		—			275,001			100,001			80,000			100,001
Issued in-kind		425,000			800,000			50,000			580,000			—
Redeemed		—			—			—			—			—
Redemption in-kind		(650,000	)		—			(75,000	)		(220,000	)		—
Shares outstanding, end of period		850,001			1,075,001			75,001			540,001			100,001

*  Commencement of investment operations.

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

122 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	On-Demand ETF			Online Retail ETF						Pet Care ETF
	October 26, 2021* through May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(4,906	)	$	1,974,851		$	6,202,291		$	676,586		$	419,304
Net realized gain (loss)		(826,863	)		(70,267,059	)		97,743,437			61,600,379			9,950,328
Change in net unrealized appreciation/depreciation		(952,494	)		(391,990,278	)		42,034,554			(142,314,842	)		60,167,712
Change in net assets resulting from operations		(1,784,263	)		(460,282,486	)		145,980,282			(80,037,877	)		70,537,344
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(665	)		—			(8,478,651	)		(618,071	)		(288,132	)
Total distributions		(665	)		—			(8,478,651	)		(618,071	)		(288,132	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		4,990,402			245,381,275			1,014,209,600			299,440,093			184,055,796
Cost of shares redeemed		(2,118,848	)		(516,257,557	)		(230,965,847	)		(348,661,164	)		(11,314,544	)
Change in net assets resulting from capital transactions		2,871,554			(270,876,282	)		783,243,753			(49,221,071	)		172,741,252
Change in net assets		1,086,626			(731,158,768	)		920,745,384			(129,877,019	)		242,990,464
NET ASSETS:
Beginning of period	$	—		$	1,052,261,623		$	131,516,239		$	303,265,279		$	60,274,815
End of period	$	1,086,626		$	321,102,855		$	1,052,261,623		$	173,388,260		$	303,265,279
SHARE TRANSACTIONS:
Beginning of period		—			13,900,001			2,780,001			3,900,001			1,275,001
Issued		100,001			1,300,000			780,000			200,000			—
Issued in-kind		25,000			2,510,000			13,580,000			3,525,000			2,800,000
Redeemed		—			—			—			(200,000	)		—
Redemption in-kind		(75,000	)		(8,500,000	)		(3,240,000	)		(4,375,000	)		(175,000	)
Shares outstanding, end of period		50,001			9,210,001			13,900,001			3,050,001			3,900,001

*  Commencement of investment operations.

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 123

	Russell 2000 Dividend Growers ETF						Russell U.S. Dividend Growers ETF						S&P 500® Bond ETF
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	19,691,459		$	15,634,397		$	451,811		$	565,952		$	659,513		$	793,950
Net realized gain (loss)		66,236,721			(62,327,876	)		3,556,146			286,636			(851,498	)		2,152,891
Change in net unrealized appreciation/depreciation		(134,202,663	)		272,134,910			(4,153,389	)		6,815,049			(2,211,204	)		(2,302,903	)
Change in net assets resulting from operations		(48,274,483	)		225,441,431			(145,432	)		7,667,637			(2,403,189	)		643,938
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(19,248,109	)		(14,203,459	)		(498,477	)		(569,787	)		(682,694	)		(823,749	)
Total distributions		(19,248,109	)		(14,203,459	)		(498,477	)		(569,787	)		(682,694	)		(823,749	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		104,984,941			196,704,619			3,801,553			6,578,275			4,592,619			36,871,072
Cost of shares redeemed		(96,839,152	)		(72,608,041	)		(17,727,696	)		(6,804,140	)		(17,875,220	)		(30,013,661	)
Change in net assets resulting from capital transactions		8,145,789			124,096,578			(13,926,143	)		(225,865	)		(13,282,601	)		6,857,411
Change in net assets		(59,376,803	)		335,334,550			(14,570,052	)		6,871,985			(16,368,484	)		6,677,600
NET ASSETS:
Beginning of period	$	924,289,740		$	588,955,190		$	28,262,196		$	21,390,211		$	36,080,867		$	29,403,267
End of period	$	864,912,937		$	924,289,740		$	13,692,144		$	28,262,196		$	19,712,383		$	36,080,867
SHARE TRANSACTIONS:
Beginning of period		13,790,001			11,860,001			580,001			590,001			400,001			325,001
Issued		—			20,000			—			—			—			—
Issued in-kind		1,620,000			3,300,000			80,000			170,000			50,000			400,000
Redeemed		—			—			—			—			—			—
Redemption in-kind		(1,550,000	)		(1,390,000	)		(370,000	)		(180,000	)		(200,000	)		(325,000	)
Shares outstanding, end of period		13,860,001			13,790,001			290,001			580,001			250,001			400,001

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

124 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	S&P 500® Dividend Aristocrats ETF						S&P 500® Ex-Energy ETF						S&P 500® Ex-Financials ETF
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	189,617,975		$	155,886,179		$	305,794		$	263,637		$	95,410		$	72,140
Net realized gain (loss)		1,299,908,948			359,452,373			73,504			7,483,329			(9,887	)		2,194,533
Change in net unrealized appreciation/depreciation		(1,353,335,213	)		1,853,926,371			(1,256,219	)		(251,562	)		(128,300	)		(391,246	)
Change in net assets resulting from operations		136,191,710			2,369,264,923			(876,921	)		7,495,404			(42,777	)		1,875,427
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(187,521,760	)		(151,829,765	)		(297,297	)		(253,539	)		(89,363	)		(64,208	)
Total distributions		(187,521,760	)		(151,829,765	)		(297,297	)		(253,539	)		(89,363	)		(64,208	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		5,603,396,650			2,014,967,011			2,971,162			42,076,428			923,101			12,653,759
Cost of shares redeemed		(3,947,780,684	)		(1,348,307,450	)		(951,970	)		(41,085,768	)		—			(11,199,668	)
Change in net assets resulting from capital transactions		1,655,615,966			666,659,561			2,019,192			990,660			923,101			1,454,091
Change in net assets		1,604,285,916			2,884,094,719			844,974			8,232,525			790,961			3,265,310
NET ASSETS:
Beginning of period	$	8,639,243,691		$	5,755,148,972		$	25,046,847		$	16,814,322		$	7,488,365		$	4,223,055
End of period	$	10,243,529,607		$	8,639,243,691		$	25,891,821		$	25,046,847		$	8,279,326		$	7,488,365
SHARE TRANSACTIONS:
Beginning of period		93,700,001			85,900,001			275,001			255,001			85,001			65,001
Issued		10,500,000			14,100,000			—			—			—			—
Issued in-kind		50,400,000			12,450,000			30,000			490,000			10,000			150,000
Redeemed		—			—			—			—			—			—
Redemption in-kind		(43,200,000	)		(18,750,000	)		(10,000	)		(470,000	)		—			(130,000	)
Shares outstanding, end of period		111,400,001			93,700,001			295,001			275,001			95,001			85,001

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 125

	S&P 500® Ex-Health Care ETF						S&P 500® Ex-Technology ETF						S&P Kensho Cleantech ETF
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			September 29, 2021* through May 31, 2022
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	48,469		$	34,634		$	131,487		$	73,536		$	(6,721	)
Net realized gain (loss)		218			1,214,088			133,383			1,349,226			(164,525	)
Change in net unrealized appreciation/depreciation		(117,688	)		(94,632	)		(606,064	)		232,050			(683,046	)
Change in net assets resulting from operations		(69,001	)		1,154,090			(341,194	)		1,654,812			(854,292	)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(51,608	)		(27,558	)		(121,158	)		(65,132	)		—
Total distributions		(51,608	)		(27,558	)		(121,158	)		(65,132	)		—
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		—			27,126,068			4,653,007			23,960,378			6,060,722
Cost of shares redeemed		—			(26,467,721	)		(2,223,007	)		(20,876,976	)		(2,150,650	)
Change in net assets resulting from capital transactions		—			658,347			2,430,000			3,083,402			3,910,072
Change in net assets		(120,609	)		1,784,879			1,967,648			4,673,082			3,055,780
NET ASSETS:
Beginning of period	$	3,985,446		$	2,200,567		$	7,371,867		$	2,698,785		$	—
End of period	$	3,864,837		$	3,985,446		$	9,339,515		$	7,371,867		$	3,055,780
SHARE TRANSACTIONS:
Beginning of period		45,001			35,001			100,001			50,001			—
Issued		—			—			—			—			100,000
Issued in-kind		—			320,000			60,000			350,000			50,001
Redeemed		—			—			—			—			—
Redemption in-kind		—			(310,000	)		(30,000	)		(300,000	)		(50,000	)
Shares outstanding, end of period		45,001			45,001			130,001			100,001			100,001

*  Commencement of investment operations.

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

126 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	S&P Kensho Smart Factories ETF			S&P MidCap 400® Dividend Aristocrats ETF						S&P Technology Dividend Aristocrats ETF
	September 29, 2021* through May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	3,546		$	28,352,586		$	20,139,271		$	1,506,858		$	1,070,668
Net realized gain (loss)		(22,628	)		35,827,570			34,483,873			18,135,219			11,795,039
Change in net unrealized appreciation/depreciation		(650,391	)		(56,746,606	)		242,504,177			(17,461,563	)		16,634,099
Change in net assets resulting from operations		(669,473	)		7,433,550			297,127,321			2,180,514			29,499,806
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		—			(27,600,412	)		(19,199,867	)		(1,390,073	)		(955,974	)
Total distributions		—			(27,600,412	)		(19,199,867	)		(1,390,073	)		(955,974	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		4,000,440			101,242,394			227,841,829			78,827,324			75,613,972
Cost of shares redeemed		(908,074	)		(16,369,370	)		(145,655,187	)		(67,791,298	)		(46,994,940	)
Change in net assets resulting from capital transactions		3,092,366			84,873,024			82,186,642			11,036,026			28,619,032
Change in net assets		2,422,893			64,706,162			360,114,096			11,826,467			57,162,864
NET ASSETS:
Beginning of period	$	—		$	1,040,520,128		$	680,406,032		$	97,733,643		$	40,570,779
End of period	$	2,422,893		$	1,105,226,290		$	1,040,520,128		$	109,560,110		$	97,733,643
SHARE TRANSACTIONS:
Beginning of period		—			14,180,001			12,950,001			1,680,001			1,010,001
Issued		100,001			—			1,820,000			200,000			850,000
Issued in-kind		—			1,410,000			2,000,000			1,080,000			860,000
Redeemed		—			—			—			—			—
Redemption in-kind		(25,000	)		(230,000	)		(2,590,000	)		(1,100,000	)		(1,040,000	)
Shares outstanding, end of period		75,001			15,360,001			14,180,001			1,860,001			1,680,001

*  Commencement of investment operations.

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 127

	Smart Materials ETF			Supply Chain Logistics ETF
	October 26, 2021* through May 31, 2022			April 6, 2022* through May 31, 2022
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	17,586		$	9,865
Net realized gain (loss)		(125,379	)		(20,034	)
Change in net unrealized appreciation/depreciation		(215,014	)		(2,755	)
Change in net assets resulting from operations		(322,807	)		(12,924	)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(13,680	)		—
Total distributions		(13,680	)		—
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		6,974,746			4,003,953
Cost of shares redeemed		(4,870,229	)		(1,985,285	)
Change in net assets resulting from capital transactions		2,104,517			2,018,668
Change in net assets		1,768,030			2,005,744
NET ASSETS:
Beginning of period	$	—		$	—
End of period	$	1,768,030		$	2,005,744
SHARE TRANSACTIONS:
Beginning of period		—			—
Issued		100,000			100,001
Issued in-kind		75,001			—
Redeemed		—			—
Redemption in-kind		(125,000	)		(50,000	)
Shares outstanding, end of period		50,001			50,001

*  Commencement of investment operations.

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

128 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

STATEMENT OF CASH FLOW

PROSHARES TRUST CONSOLIDATED STATEMENT OF CASH FLOW :: MAY 31, 2022 :: 129

	Bitcoin Strategy ETF
	October 18, 2021* through May 31, 2022
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
Net increase (decrease) in net assets resulting from operations	$	(884,848,982	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
(Purchases) sales of short-term investments, net		(299,395,595	)
Realized (gain) loss on investments in securities		546,159
Change in unrealized (appreciation) depreciation on investments in securities		24,538
Amortization (accretion) of bond premium (discount)		(496,664	)
(Increases) decreases in operating assets:
Receivable on variation margin on futures contracts		(39,726,874	)
Increases (decreases) in operating liabilities:
Advisory fees payable		260,802
Trustees fees payable		6,741
Compliance services fees payable		3,873
Professional fees payable		1,259
Payable on variation margin on futures contracts		947,532
Other liabilities		899
Net cash provided by (used in) operating activities	$	(1,222,676,312	)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from reverse repurchase agreements		137,361,337,362
Repayments of reverse repurchase agreements		(137,361,337,362	)
Proceeds from shares issued		2,357,035,316
Payments on shares redeemed		(664,344,694	)
Net cash provided by (used in) financing activities	$	1,692,690,622
Net change in cash and cash denominated in foreign currencies		470,014,310
Cash, beginning of period		—
Cash, end of period**	$	470,014,310

*  Commencement of investment operations.

**  Cash amount reported as Cash in the Statement of Assets & Liabilities and represents Cash ($193,098,289) and Segregated cash balances with brokers for futures contracts ($276,916,021) but does not include short-term investments.

See accompanying notes to the financial statements.

130 :: May 31, 2022 :: CONSOLIDATED STATEMENT OF CASH FLOW PROSHARES TRUST

FINANCIAL HIGHLIGHTS

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 131

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Big Data Refiners ETF
September 29, 2021* through May 31, 2022	$	40.00	$	(0.12	)	$	(15.71	)	$	—	$	(15.83	)	$	—		$	—	$	—		$	—		$	24.17		(39.57	)%		(39.43	)%		0.58	%		0.58	%		(0.51	)%		(0.51	)%	$	2,417		25	%
Bitcoin Strategy ETF†
October 18, 2021* through May 31, 2022		40.00		(0.15	)		(20.20	)		0.01		(20.34	)		—			—		—			—			19.66		(50.85	)		(50.93	)		0.96			0.96			(0.88	)		(0.88	)		823,923		232
Decline of the Retail Store ETF
Year ended May 31, 2022		16.50		(0.09	)		(0.28	)		—		(0.37	)		—			—		—			—			16.13		(2.25	)		(2.12	)		0.65			0.65			(0.58	)		(0.58	)		10,079		—
Year ended May 31, 2021		34.39		(0.16	)		(17.73	)		—		(17.89	)		—			—		—			—			16.50		(52.02	)		(51.88	)		0.65			0.65			(0.64	)		(0.64	)		7,424		—
Year ended May 31, 2020		39.55		0.03			(4.96	)		—		(4.93	)		(0.21	)		—		(0.02	)#		(0.23	)		34.39		(12.50	)		(12.75	)		0.66			0.66			0.07			0.07			36,107		—
Year ended May 31, 2019		33.98		0.25			5.57	(i)		—		5.82			(0.25	)		—		—			(0.25	)		39.55		17.29			17.27			0.65			0.65			0.77			0.77			5,933		—
November 14, 2017* through May 31, 2018		40.00		0.12			(6.09	)		—		(5.97	)		(0.05	)		—		—			(0.05	)		33.98		(14.95	)		(14.94	)		0.65			0.65			0.62			0.62			22,933		—

*  Commencement of investment operations.

†  Consolidated Financial Highlights.

See accompanying notes to the financial statements.

132 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																														RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS												DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)		Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
DJ Brookfield Global Infrastructure ETF
Year ended May 31, 2022	$	46.63	$	1.16	$	3.94		$	—	$	5.10		$	(1.57	)	$	—	$	—	$	(1.57	)	$	50.16		11.21	%		11.36	%		0.45	%		0.45	%		2.45	%		2.45	%	$	152,982		9	%
Year ended May 31, 2021		40.64		1.07		6.19			—		7.26			(1.27	)		—		—		(1.27	)		46.63		18.50			18.44			0.45			0.45			2.58			2.58			177,659		10
Year ended May 31, 2020		43.97		0.97		(2.91	)		—		(1.94	)		(1.39	)		—		—		(1.39	)		40.64		(4.55	)		(4.74	)		0.46			0.46			2.24			2.24			143,446		8
Year ended May 31, 2019		41.45		1.19		2.75			—		3.94			(1.42	)		—		—		(1.42	)		43.97		9.80			9.82			0.45			0.45			2.81			2.81			99,368		14
Year ended May 31, 2018		43.14		1.09		(1.35	)		—		(0.26	)		(1.43	)		—		—		(1.43	)		41.45		(0.62	)		(0.47	)		0.45			0.45			2.58			2.58			39,380		11
Equities for Rising Rates ETF
Year ended May 31, 2022		50.02		1.21		4.02			—		5.23			(0.88	)		—		—		(0.88	)		54.37		10.65			9.03			0.35			0.35			2.31			2.31			104,931		102
Year ended May 31, 2021		29.05		0.94		20.75			—		21.69			(0.72	)		—		—		(0.72	)		50.02		75.88			78.30			0.35			0.35			2.31			2.31			7,002		105
Year ended May 31, 2020		37.88		0.88		(8.81	)		—		(7.93	)		(0.90	)		—		—		(0.90	)		29.05		(21.31	)		(22.29	)		0.35			0.35			2.31			2.31			1,162		147
Year ended May 31, 2019		49.54		0.81		(11.49	)		—		(10.68	)		(0.98	)		—		—		(0.98	)		37.88		(21.81	)		(22.25	)		0.35			0.35			1.75			1.75			3,788		89
July 24, 2017* through May 31, 2018		40.00		0.56		9.46			—		10.02			(0.48	)		—		—		(0.48	)		49.54		25.15			25.61			0.35			0.35			1.48			1.48			14,861		49

*  Commencement of investment operations.

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 133

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Global Listed Private Equity ETF
Year ended May 31, 2022	$	38.13	$	1.59		$	(5.83	)	$	—	$	(4.24	)	$	(4.32	)	$	—	$	—		$	(4.32	)	$	29.57		(12.80	)%		(12.87	)%		1.28	%		0.60	%		3.85	%		4.53	%	$	14,194		31	%
Year ended May 31, 2021		25.82		1.60			12.97			—		14.57			(2.26	)		—		—			(2.26	)		38.13		59.40			58.58			1.40			0.60			4.39			5.19			20,974		21
Year ended May 31, 2020		33.60		1.62			(6.54	)		—		(4.92	)		(2.86	)		—		—			(2.86	)		25.82		(16.27	)		(15.67	)		1.38			0.60			4.32			5.11			16,266		20
Year ended May 31, 2019		36.04		1.67			(2.67	)		—		(1.00	)		(1.44	)		—		—			(1.44	)		33.60		(2.70	)		(2.88	)		1.22			0.60			4.25			4.87			18,818		25
Year ended May 31, 2018		43.21		2.76			(1.38	)		—		1.38			(8.55	)		—		—			(8.55	)		36.04		3.54			3.27			1.97			0.60			5.59			6.95			18,922		23
Hedge Replication ETF
Year ended May 31, 2022		52.16		(0.28	)		(3.94	)		—		(4.22	)		—			—		—			—			47.94		(8.10	)		(8.17	)		1.82			0.95			(1.43	)		(0.56	)		43,862		52
Year ended May 31, 2021		45.13		(0.34	)		7.37			—		7.03			—			—		—			—			52.16		15.57			16.26			1.88			0.95			(1.62	)		(0.68	)		44,071		72
Year ended May 31, 2020		44.53		0.24			0.77			—		1.01			(0.39	)		—		(0.02	)#		(0.41	)		45.13		2.27			1.84			1.62			0.95			(0.16	)		0.52			26,854		89
Year ended May 31, 2019		45.44		0.51			(1.06	)		—		(0.55	)		(0.36	)		—		—			(0.36	)		44.53		(1.21	)		(1.39	)		1.53			0.95			0.55			1.13			31,842		106
Year ended May 31, 2018		44.03		0.12			1.29			—		1.41			—	(h)		—		—			—	(h)		45.44		3.22			3.48			1.78			0.95			(0.57	)		0.26			40,896		170

See accompanying notes to the financial statements.

134 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																															RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)		Net realized and unrealized gains (losses) on investments			Transaction fees (b)			Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
High Yield-Interest Rate Hedged
Year ended May 31, 2022	$	62.62	$	2.73	$	(1.79	)	$	0.02		$	0.96		$	(2.82	)	$	—	$	—	$	(2.82	)	$	60.76		1.56	%		1.67	%		0.50	%		0.50	%		4.41	%		4.41	%	$	145,836		45	%
Year ended May 31, 2021		58.74		2.96		4.05			—	(h)		7.01			(3.13	)		—		—		(3.13	)		62.62		12.22			12.22			0.50			0.50			4.83			4.83			108,019		55
Year ended May 31, 2020		64.39		3.53		(5.52	)		—			(1.99	)		(3.66	)		—		—		(3.66	)		58.74		(3.32	)		(3.03	)		0.51			0.51			5.62			5.62			76,360		52
Year ended May 31, 2019		66.82		4.04		(2.41	)		0.02			1.65			(4.08	)		—		—		(4.08	)		64.39		2.50			2.29			0.50			0.50			6.10			6.10			125,561		49
Year ended May 31, 2018		68.59		3.90		(1.84	)		0.03			2.09			(3.86	)		—		—		(3.86	)		66.82		3.10			2.73			0.50			0.50			5.75			5.75			172,054		42
Inflation Expectations ETF
Year ended May 31, 2022		30.10		0.82		2.85			0.01			3.68			(0.99	)		—		—		(0.99	)		32.79		12.65			12.00			0.98			0.31			2.00			2.67			63,286		—
Year ended May 31, 2021		24.12		0.51		5.66			0.01			6.18			(0.20	)		—		—		(0.20	)		30.10		25.70			25.40			1.70			0.30			0.44			1.84			44,247		60
Year ended May 31, 2020		27.12		0.40		(2.86	)		0.01			(2.45	)		(0.55	)		—		—		(0.55	)		24.12		(9.16	)		(8.73	)		1.13			0.30			0.72			1.56			7,719		21
Year ended May 31, 2019		28.66		0.59		(1.53	)		0.01			(0.93	)		(0.61	)		—		—		(0.61	)		27.12		(3.35	)		(2.69	)		1.75			0.30			0.63			2.08			7,593		120
Year ended May 31, 2018		27.81		0.54		1.11	(i)		0.01			1.66			(0.81	)		—		—		(0.81	)		28.66		6.14			3.62			1.21			0.30			1.07			1.98			10,029		46

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 135

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS														DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)			Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Investment Grade-Interest Rate Hedged
Year ended May 31, 2022	$	76.25	$	1.93		$	(5.10	)	$	—	(h)	$	(3.17	)	$	(1.94	)	$	—	$	—	$	(1.94	)	$	71.14		(4.21	)%		(3.51	)%		0.30	%		0.30	%		2.60	%		2.60	%	$	665,124		24	%
Year ended May 31, 2021		69.63		1.93			6.58			0.03			8.54			(1.92	)		—		—		(1.92	)		76.25		12.40			12.19			0.30			0.30			2.59			2.59			724,383		22
Year ended May 31, 2020		73.37		2.49			(3.66	)		—	(h)		(1.17	)		(2.57	)		—		—		(2.57	)		69.63		(1.73	)		(1.26	)		0.30			0.30			3.40			3.40			234,995		21
Year ended May 31, 2019		74.89		2.87			(1.43	)		0.01			1.45			(2.97	)		—		—		(2.97	)		73.37		1.99			1.51			0.30			0.30			3.87			3.87			295,317		22
Year ended May 31, 2018		75.75		2.74			(0.97	)		—	(h)		1.77			(2.63	)		—		—		(2.63	)		74.89		2.31			2.27			0.30			0.30			3.58			3.58			597,210		24
K-1 Free Crude Oil Strategy ETF†
Year ended May 31, 2022		59.06		(0.39	)		31.17			—			30.78			(31.12	)		—		—		(31.12	)		58.72		81.99			82.32			0.71	(n)		0.71	(n)		(0.71	)		(0.71	)		101,814		—
Year ended May 31, 2021		33.68		(0.29	)		25.67			—			25.38			—			—		—		—			59.06		75.34			77.78			0.67	(m)		0.67	(m)		(0.67	)		(0.67	)		103,884		—
Year ended May 31, 2020(j)		97.38		0.08			(62.88	)		—			(62.80	)		(0.90	)		—		—		(0.90	)		33.68		(65.09	)		(65.24	)		0.66			0.65			0.15			0.16			76,091		206	(k)
Year ended May 31, 2019(j)		121.60		1.36			(24.89	)		—			(23.53	)		(0.69	)		—		—		(0.69	)		97.38		(19.30	)		(19.85	)		0.65			0.65			1.24			1.24			11,198		—
Year ended May 31, 2018(j)		94.67		0.50			33.11			—			33.61			(6.68	)		—		—		(6.68	)		121.60		36.41			37.11			0.65			0.65			0.46			0.46			12,160		—

†  Consolidated Financial Highlights.

See accompanying notes to the financial statements.

136 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																															RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Large Cap Core Plus
Year ended May 31, 2022(o)	$	48.48	$	0.50		$	1.36		$	—	$	1.86		$	(0.46	)	$	—	$	—	$	(0.46	)	$	49.88		3.79	%		3.87	%		0.45	%		0.45	%		0.96	%		0.96	%	$	475,373		53	%
Year ended May 31, 2021(o)		35.06		0.45			13.45			—		13.90			(0.48	)		—		—		(0.48	)		48.48		39.97			39.77			0.45			0.45			1.10			1.10			481,904		58
Year ended May 31, 2020(o)		33.26		0.53			1.86			—		2.39			(0.59	)		—		—		(0.59	)		35.06		7.26			7.49			0.46			0.46			1.49			1.49			412,340		57
Year ended May 31, 2019(o)		33.77		0.51			(0.53	)		—		(0.02	)		(0.49	)		—		—		(0.49	)		33.26		(0.08	)		(0.25	)		0.45			0.45			1.51			1.51			756,295		52
Year ended May 31, 2018(o)		29.80		0.48			3.92			—		4.40			(0.43	)		—		—		(0.43	)		33.77		14.85			15.00			0.45			0.45			1.48			1.48			785,230		53
Long Online/Short Stores ETF
Year ended May 31, 2022		78.80		0.08			(41.65	)		—		(41.57	)		—			—		—		—			37.23		(52.75	)		(52.96	)		0.65			0.65			0.13			0.13			21,781		124
Year ended May 31, 2021		68.72		1.17	(l)		10.14			—		11.31			(1.23	)		—		—		(1.23	)		78.80		16.23			16.41			0.65			0.65			1.36	(l)		1.36	(l)		100,467		77
Year ended May 31, 2020		51.09		(0.17	)		17.80			—		17.63			—			—		—		—			68.72		34.52			34.29			0.65			0.65			(0.31	)		(0.31	)		183,132		89
Year ended May 31, 2019		48.31		(0.15	)		2.93			—		2.78			—			—		—		—			51.09		5.74			5.56			0.65			0.65			(0.31	)		(0.31	)		48,787		53
November 14, 2017* through May 31, 2018		40.00		(0.08	)		8.39			—		8.31			—			—		—		—			48.31		20.78			21.03			0.65			0.65			(0.32	)		(0.32	)		53,144		30

*  Commencement of investment operations.

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 137

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																															RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Merger ETF
Year ended May 31, 2022	$	40.82	$	0.05		$	(0.48	)	$	—	$	(0.43	)	$	(0.15	)	$	—	$	—	$	(0.15	)	$	40.24		(1.07	)%		(0.90	)%		1.19	%		0.75	%		(0.31	)%		0.13	%	$	70,416		262	%
Year ended May 31, 2021		37.64		0.26			3.01			—		3.27			(0.09	)		—		—		(0.09	)		40.82		8.72			8.91			1.68			0.75			(0.27	)		0.65			42,863		315
Year ended May 31, 2020		37.24		0.01			0.69			—		0.70			(0.30	)		—		—		(0.30	)		37.64		1.86			1.52			3.49			0.75			(2.73	)		0.02			7,527		249
Year ended May 31, 2019		35.58		0.32			1.85			—		2.17			(0.51	)		—		—		(0.51	)		37.24		6.16			7.58			3.49			0.75			(1.87	)		0.87			5,586		314
Year ended May 31, 2018		35.67		0.22			(0.18	)		—		0.04			(0.13	)		—		—		(0.13	)		35.58		0.11			(1.26	)		4.05			0.75			(2.68	)		0.62			4,448		296
Metaverse ETF
March 15, 2022* through May 31, 2022		40.00		(0.03	)		(4.42	)		—		(4.45	)		—			—		—		—			35.55		(11.12	)		(11.10	)		0.58			0.58			(0.32	)		(0.32	)		7,822		20
MSCI EAFE Dividend Growers ETF
Year ended May 31, 2022		46.06		0.69			(8.12	)		—		(7.43	)		(1.34	)		—		—		(1.34	)		37.29		(16.64	)		(16.70	)		0.50			0.50			1.57			1.57			107,402		44
Year ended May 31, 2021		36.18		0.79			9.73			—		10.52			(0.64	)		—		—		(0.64	)		46.06		29.37			29.46			0.50			0.50			1.90			1.90			138,649		57
Year ended May 31, 2020		35.92		0.66			0.38	(i)		—		1.04			(0.78	)		—		—		(0.78	)		36.18		2.82			2.65			0.51			0.51			1.78			1.78			116,855		81
Year ended May 31, 2019		38.53		0.80			(2.59	)		—		(1.79	)		(0.82	)		—		—		(0.82	)		35.92		(4.72	)		(4.92	)		0.50			0.50			2.19			2.19			109,559		31
Year ended May 31, 2018		37.13		0.86			1.49			—		2.35			(0.95	)		—		—		(0.95	)		38.53		6.42			6.12			0.50			0.50			2.27			2.27			115,578		32

*  Commencement of investment operations.

See accompanying notes to the financial statements.

138 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																														RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS												DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)		Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
MSCI Emerging Markets Dividend Growers ETF
Year ended May 31, 2022	$	62.02	$	1.17	$	(11.39	)	$	—	$	(10.22	)	$	(1.30	)	$	—	$	—	$	(1.30	)	$	50.50		(16.72	)%		(18.25	)%		0.60	%		0.60	%		2.06	%		2.06	%	$	17,424		67	%
Year ended May 31, 2021		45.70		1.73		16.35			—		18.08			(1.76	)		—		—		(1.76	)		62.02		40.52			41.04			0.60			0.60			3.16			3.16			22,637		78
Year ended May 31, 2020		56.45		1.23		(10.58	)		—		(9.35	)		(1.40	)		—		—		(1.40	)		45.70		(16.99	)		(16.96	)		0.61			0.61			2.29			2.29			22,165		51
Year ended May 31, 2019		57.61		1.20		(1.67	)		—		(0.47	)		(0.69	)		—		—		(0.69	)		56.45		(0.84	)		(0.43	)		0.60			0.60			2.15			2.15			20,602		79
Year ended May 31, 2018		52.18		1.11		5.60			—		6.71			(1.28	)		—		—		(1.28	)		57.61		13.02			12.43			0.60			0.60			1.93			1.93			20,163		61
MSCI Europe Dividend Growers ETF
Year ended May 31, 2022		51.67		0.85		(7.66	)		—		(6.81	)		(1.24	)		—		—		(1.24	)		43.62		(13.59	)		(13.73	)		0.55			0.55			1.67			1.67			13,739		40
Year ended May 31, 2021		39.41		0.85		11.96			—		12.81			(0.55	)		—		—		(0.55	)		51.67		32.81			33.22			0.55			0.55			1.88			1.88			9,559		57
Year ended May 31, 2020		38.72		0.68		0.95			—		1.63			(0.94	)		—		—		(0.94	)		39.41		4.18			4.35			0.56			0.56			1.68			1.68			7,686		92
Year ended May 31, 2019		41.97		0.86		(3.24	)		—		(2.38	)		(0.87	)		—		—		(0.87	)		38.72		(5.79	)		(5.77	)		0.55			0.55			2.15			2.15			9,099		28
Year ended May 31, 2018		41.08		0.93		0.93			—		1.86			(0.97	)		—		—		(0.97	)		41.97		4.62			4.16			0.55			0.55			2.24			2.24			10,493		31

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 139

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS														DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)			Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
MSCI Transformational Changes ETF
Year ended May 31, 2022	$	43.76	$	0.13		$	(8.87	)	$	—		$	(8.74	)	$	(0.11	)	$	—	$	—	$	(0.11	)	$	34.91		(20.03	)%		(20.15	)%		0.45	%		0.45	%		0.31	%		0.31	%	$	29,676		33	%
October 14, 2020* through May 31, 2021		40.00		0.12			3.66			—	(h)		3.78			(0.02	)		—		—		(0.02	)		43.76		9.47			9.42			0.45			0.45			0.46			0.46			47,047		44
Nanotechnology ETF
October 26, 2021* through May 31, 2022		40.00		0.04			(6.06	)		0.01			(6.01	)		(0.03	)		—		—		(0.03	)		33.96		(15.05	)		(15.09	)		0.58			0.58			0.18			0.18			2,547		32
Nasdaq-100 Dorsey Wright Momentum ETF
Year ended May 31, 2022		42.08		0.01			(7.82	)		—			(7.81	)		(0.05	)		—		—		(0.05	)		34.22		(18.60	)		(18.68	)		0.58			0.58			0.03			0.03			18,477		168
May 18, 2021* through May 31, 2021		40.00		0.04			2.04			—			2.08			—			—		—		—			42.08		5.20			5.25			0.58			0.58			2.90			2.90			4,208		—
On-Demand ETF
October 26, 2021* through May 31, 2022		40.00		(0.05	)		(18.22	)		0.01			(18.26	)		(0.01	)		—		—		(0.01	)		21.73		(45.66	)		(46.02	)		0.58			0.58			(0.30	)		(0.30	)		1,087		35

*  Commencement of investment operations.

See accompanying notes to the financial statements.

140 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																															RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Online Retail ETF
Year ended May 31, 2022	$	75.70	$	0.17		$	(41.01	)	$	—	$	(40.84	)	$	—		$	—	$	—	$	—		$	34.86		(53.95	)%		(53.95	)%		0.58	%		0.58	%		0.27	%		0.27	%	$	321,103		113	%
Year ended May 31, 2021		47.31		0.63			28.70			—		29.33			(0.94	)		—		—		(0.94	)		75.70		62.18			62.54			0.58			0.58			0.84			0.84			1,052,262		91
Year ended May 31, 2020		35.24		(0.09	)		12.16			—		12.07			—			—		—		—			47.31		34.25			34.08			0.58			0.58			(0.23	)		(0.23	)		131,516		81
July 13, 2018* through May 31, 2019		40.00		(0.09	)		(4.67	)		—		(4.76	)		—			—		—		—			35.24		(11.90	)		(11.98	)		0.58			0.58			(0.30	)		(0.30	)		21,144		46
Pet Care ETF
Year ended May 31, 2022		77.76		0.17			(20.92	)		—		(20.75	)		(0.16	)		—		—		(0.16	)		56.85		(26.74	)		(26.76	)		0.50			0.50			0.23			0.23			173,388		49
Year ended May 31, 2021		47.27		0.16			30.44			—		30.60			(0.11	)		—		—		(0.11	)		77.76		64.79			64.24			0.50			0.50			0.23			0.23			303,265		45
Year ended May 31, 2020		39.94		0.14			7.34			—		7.48			(0.15	)		—		—		(0.15	)		47.27		18.79			19.21			0.50			0.50			0.33			0.33			60,275		66
November 5, 2018* through May 31, 2019		40.00		0.08			(0.10	)(i)		—		(0.02	)		(0.04	)		—		—		(0.04	)		39.94		(0.04	)		(0.08	)		0.50			0.50			0.36			0.36			26,958		42

*  Commencement of investment operations.

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 141

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																														RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS												DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)		Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Russell 2000 Dividend Growers ETF
Year ended May 31, 2022	$	67.03	$	1.45	$	(4.66	)	$	—	$	(3.21	)	$	(1.42	)	$	—	$	—	$	(1.42	)	$	62.40		(4.80	)%		(4.94	)%		0.40	%		0.40	%		2.27	%		2.27	%	$	864,913		58	%
Year ended May 31, 2021		49.66		1.27		17.27			—		18.54			(1.17	)		—		—		(1.17	)		67.03		38.00			38.03			0.40			0.40			2.23			2.23			924,290		60
Year ended May 31, 2020		57.13		1.31		(7.44	)		—		(6.13	)		(1.34	)		—		—		(1.34	)		49.66		(10.96	)		(10.99	)		0.41			0.41			2.30			2.30			588,955		33
Year ended May 31, 2019		56.29		1.26		0.67			—		1.93			(1.09	)		—		—		(1.09	)		57.13		3.48			3.55			0.40			0.40			2.17			2.17			630,109		26
Year ended May 31, 2018		53.30		1.11		2.89			—		4.00			(1.01	)		—		—		(1.01	)		56.29		7.57			7.53			0.40			0.40			2.03			2.03			406,693		20
Russell U.S. Dividend Growers ETF
Year ended May 31, 2022		48.73		1.00		(1.39	)		—		(0.39	)		(1.13	)		—		—		(1.13	)		47.21		(0.79	)		(0.82	)		0.35			0.35			2.07			2.07			13,692		21
Year ended May 31, 2021		36.25		0.98		12.49			—		13.47			(0.99	)		—		—		(0.99	)		48.73		37.80			37.79			0.35			0.35			2.36			2.36			28,262		22
November 5, 2019* through May 31, 2020		40.00		0.49		(3.98	)		—		(3.49	)		(0.26	)		—		—		(0.26	)		36.25		(8.62	)		(8.53	)		0.36			0.36			2.35			2.35			21,390		8

*  Commencement of investment operations.

See accompanying notes to the financial statements.

142 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																														RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS												DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)		Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
S&P 500® Bond ETF
Year ended May 31, 2022	$	90.20	$	1.88	$	(11.31	)	$	—	$	(9.43	)	$	(1.92	)	$	—	$	—	$	(1.92	)	$	78.85		(10.65	)%		(10.38	)%		0.15	%		0.15	%		2.11	%		2.11	%	$	19,712		78	%
Year ended May 31, 2021		90.47		1.98		(0.13	)		—		1.85			(2.12	)		—		—		(2.12	)		90.20		2.01			1.52			0.15			0.15			2.16			2.16			36,081		73
Year ended May 31, 2020		83.60		2.88		6.92			0.04		9.84			(2.97	)		—		—		(2.97	)		90.47		11.97			12.38			0.15			0.15			3.30			3.30			29,403		55
Year ended May 31, 2019		80.84		3.07		2.70			0.02		5.79			(3.03	)		—		—		(3.03	)		83.60		7.40			7.21			0.15			0.15			3.82			3.82			27,169		29
May 1, 2018* through May 31, 2018		80.00		0.23		0.44			0.17		0.84			—			—		—		—			80.84		1.05			1.36			0.15			0.15			3.50			3.50			32,336		4
S&P 500® Dividend Aristocrats ETF
Year ended May 31, 2022		92.20		1.87		(0.28	)		—		1.59			(1.84	)		—		—		(1.84	)		91.95		1.72			1.67			0.35			0.35			2.01			2.01			10,243,530		18
Year ended May 31, 2021		67.00		1.78		25.16			—		26.94			(1.74	)		—		—		(1.74	)		92.20		40.88			41.10			0.35			0.35			2.26			2.26			8,639,244		21
Year ended May 31, 2020		65.14		1.58		1.81	(i)		—		3.39			(1.53	)		—		—		(1.53	)		67.00		5.22			5.11			0.35			0.35			2.28			2.28			5,755,149		29
Year ended May 31, 2019		62.21		1.42		2.94			—		4.36			(1.43	)		—		—		(1.43	)		65.14		7.10			7.07			0.35			0.35			2.17			2.17			4,520,918		20
Year ended May 31, 2018		57.46		1.37		4.54			—		5.91			(1.16	)		—		—		(1.16	)		62.21		10.34			10.34			0.35			0.35			2.23			2.23			3,493,291		22

*  Commencement of investment operations.

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 143

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																														RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS												DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)		Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
S&P 500® Ex-Energy ETF
Year ended May 31, 2022	$	91.08	$	1.05	$	(3.34	)	$	—	$	(2.29	)	$	(1.02	)	$	—	$	—	$	(1.02	)	$	87.77		(2.61	)%		(2.71	)%		0.23	%		0.21	%		1.08	%		1.09	%	$	25,892		2	%
Year ended May 31, 2021		65.94		0.96		25.12			—		26.08			(0.94	)		—		—		(0.94	)		91.08		39.88			39.84			0.27			0.27			1.21			1.21			25,047		8
Year ended May 31, 2020		58.41		1.04		7.43			—		8.47			(0.94	)		—		—		(0.94	)		65.94		14.62			14.67			0.27			0.27			1.63			1.63			16,814		4
Year ended May 31, 2019		56.44		0.93		1.92			—		2.85			(0.88	)		—		—		(0.88	)		58.41		5.10			5.03			0.27			0.27			1.60			1.60			6,717		6
Year ended May 31, 2018		50.44		0.87		5.98			—		6.85			(0.85	)		—		—		(0.85	)		56.44		13.67			13.98			0.27			0.27			1.61			1.61			7,055		4
S&P 500® Ex-Financials ETF
Year ended May 31, 2022		88.10		1.04		(1.00	)		—		0.04			(0.99	)		—		—		(0.99	)		87.15		(0.03	)		0.00	(j)		0.23			0.21			1.10			1.12			8,279		3
Year ended May 31, 2021		64.97		0.96		23.05			—		24.01			(0.88	)		—		—		(0.88	)		88.10		37.22			37.03			0.27			0.27			1.23			1.23			7,488		5
Year ended May 31, 2020		56.85		1.02		8.09			—		9.11			(0.99	)		—		—		(0.99	)		64.97		16.19			16.50			0.27			0.27			1.65			1.65			4,223		4
Year ended May 31, 2019		55.43		0.96		1.33			—		2.29			(0.87	)		—		—		(0.87	)		56.85		4.14			5.98			0.27			0.27			1.67			1.67			1,990		6
Year ended May 31, 2018		49.53		0.89		5.85			—		6.74			(0.84	)		—		—		(0.84	)		55.43		13.73			12.00			0.27			0.27			1.68			1.68			1,386		8

See accompanying notes to the financial statements.

144 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																														RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS												DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)		Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
S&P 500® Ex-Health Care ETF
Year ended May 31, 2022	$	88.56	$	1.08	$	(2.61	)	$	—	$	(1.53	)	$	(1.15	)	$	—	$	—	$	(1.15	)	$	85.88		(1.83	)%		(1.88	)%		0.23	%		0.21	%		1.15	%		1.16	%	$	3,865		3	%
Year ended May 31, 2021		62.87		1.09		25.70			—		26.79			(1.10	)		—		—		(1.10	)		88.56		43.08			43.07			0.27			0.27			1.39			1.39			3,985		29
Year ended May 31, 2020		57.57		1.11		5.28			—		6.39			(1.09	)		—		—		(1.09	)		62.87		11.21			11.27			0.27			0.27			1.79			1.79			2,201		5
Year ended May 31, 2019		56.95		0.99		0.62			—		1.61			(0.99	)		—		—		(0.99	)		57.57		2.88			2.13			0.27			0.27			1.72			1.72			1,439		6
Year ended May 31, 2018		50.44		0.94		6.42			—		7.36			(0.85	)		—		—		(0.85	)		56.95		14.68			16.29			0.27			0.27			1.73			1.73			1,424		8
S&P 500® Ex-Technology ETF
Year ended May 31, 2022		73.72		1.07		(1.94	)		—		(0.87	)		(1.01	)		—		—		(1.01	)		71.84		(1.25	)		(1.32	)		0.22			0.21			1.39			1.41			9,340		4
Year ended May 31, 2021		53.97		0.96		19.79			—		20.75			(1.00	)		—		—		(1.00	)		73.72		38.92			38.98			0.27			0.27			1.48			1.48			7,372		15
Year ended May 31, 2020		52.09		1.04		1.87	(i)		—		2.91			(1.03	)		—		—		(1.03	)		53.97		5.64			5.67			0.27			0.27			1.89			1.89			2,699		5
Year ended May 31, 2019		51.48		0.96		0.62			—		1.58			(0.97	)		—		—		(0.97	)		52.09		3.10			2.07			0.27			0.27			1.83			1.83			3,126		22
Year ended May 31, 2018		47.50		0.96		3.89			—		4.85			(0.87	)		—		—		(0.87	)		51.48		10.29			11.20			0.27			0.27			1.87			1.87			2,574		4

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 145

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS														DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)			Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
S&P Kensho Cleantech ETF
September 29, 2021* through May 31, 2022	$	40.00	$	(0.07	)	$	(9.37	)	$	—	(h)	$	(9.44	)	$	—		$	—	$	—	$	—		$	30.56		(23.61	)%		(23.60	)%		0.58	%		0.58	%		(0.27	)%		(0.27	)%	$	3,056		40	%
S&P Kensho Smart Factories ETF
September 29, 2021* through May 31, 2022		40.00		0.04			(7.74	)		—	(h)		(7.70	)		—			—		—		—			32.30		(19.24	)		(19.28	)		0.58			0.58			0.16			0.16			2,423		42
S&P MidCap 400® Dividend Aristocrats ETF
Year ended May 31, 2022		73.38		1.93			(1.47	)		—			0.46			(1.89	)		—		—		(1.89	)		71.95		0.71			0.62			0.40			0.40			2.70			2.70			1,105,226		34
Year ended May 31, 2021		52.54		1.51			20.78			—			22.29			(1.45	)		—		—		(1.45	)		73.38		43.17			43.37			0.40			0.40			2.45			2.45			1,040,520		31
Year ended May 31, 2020		55.48		1.36			(2.90	)		—			(1.54	)		(1.40	)		—		—		(1.40	)		52.54		(2.77	)		(2.83	)		0.41			0.41			2.43			2.43			680,406		37
Year ended May 31, 2019		53.89		1.06			1.53			—			2.59			(1.00	)		—		—		(1.00	)		55.48		4.84			4.81			0.40			0.40			1.89			1.89			615,828		32
Year ended May 31, 2018		51.35		1.00			2.51			—			3.51			(0.97	)		—		—		(0.97	)		53.89		6.89			6.86			0.40			0.40			1.89			1.89			379,949		29

*  Commencement of investment operations.

See accompanying notes to the financial statements.

146 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																														RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS												DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)		Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
S&P Technology Dividend Aristocrats ETF
Year ended May 31, 2022	$	58.17	$	0.84	$	0.64		$	—	$	1.48		$	(0.75	)	$	—	$	—	$	(0.75	)	$	58.90		2.48	%		2.46	%		0.45	%		0.45	%		1.37	%		1.37	%	$	109,560		24	%
Year ended May 31, 2021		40.17		0.67		17.93			—		18.60			(0.60	)		—		—		(0.60	)		58.17		46.67			46.59			0.45			0.45			1.33			1.33			97,734		43
November 5, 2019* through May 31, 2020		40.00		0.36		0.00	(h)		—		0.36			(0.19	)		—		—		(0.19	)		40.17		0.98			1.06			0.46			0.46			1.66			1.66			40,571		31
Smart Materials ETF
October 26, 2021* through May 31, 2022		40.00		0.21		(4.69	)		0.01		(4.47	)		(0.17	)		—		—		(0.17	)		35.36		(11.20	)		(11.48	)		0.58			0.58			0.93			0.93			1,768		50
Supply Chain Logistics ETF
April 6, 2022* through May 31, 2022		40.00		0.14		(0.05	)		0.02		0.11			—			—		—		—			40.11		0.29			(0.18	)		0.58			0.58			2.36			2.36			2,006		10

*  Commencement of investment operations.

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 147

ProShares Trust Notes to Financial Highlights:

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Includes transaction fees associated with the issuance and redemption of Creation Units.

(c)  Not annualized for periods less than one year.

(d)  Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder's investment in the Fund based on market value due to differences between the market price of the shares and the net asset value per share of the Fund.

(e)  Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price from any primary listing market (e.g., NYSE and NASDAQ) or participating regional exchanges or markets. The composite closing price is the last reported sale price from any of the eligible sources, regardless of volume and not an average price and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund's closing price on the listing market.

(f)  Annualized for periods less than one year.

(g)  Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the sales and purchases of fund shares during the period. In-Kind transactions are not included in the portfolio turnover calculations.

(h)  Per share amount is less than $0.005.

(i)  The amount shown for a share outstanding throughout the period is not in accordance with the aggregate net realized and unrealized gain (loss) for that period because of the timing of sales and repurchases of the Fund shares in relation to fluctuating market value of the investments in the Fund.

(j)  Per share amounts have been restated on a retroactive basis to reflect a 1:5 reverse stock split effective April 21, 2020.

(k)  During the year, the Fund invested in certain exchange traded funds for a limited period of time. The portfolio turnover rate shown above reflects the impact of that investment over the period of time during which the Fund held those exchange traded funds. If the calculation of portfolio turnover included periods in which the Fund did not hold these exchange traded funds, the portfolio turnover rate would have been 1,324%.

(l)  Reflects special dividends paid out during the period by one of the Fund's holdings. Had the Fund not received the special dividends, the net investment income (loss) per share would have been $(0.38) and the net investment income (loss) net of waivers ratio would have been (0.45)%.

(m)  Includes net futures account fees amounting to 0.02%. Excluding these fees, the ratio of expenses to average net assets would have been 0.65%.

(n)  Includes net futures account fees amounting to 0.06%. Excluding these fees, the ratio of expenses to average net assets would have been 0.65%.

(o)  Per share amounts have been restated on a retroactive basis to reflect a 2:1 stock split effective January 13, 2022.

#  Amount has been reclassified based on the tax character of the distributions for the tax year ended October 31, 2020.

See accompanying notes to the financial statements.

148 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

NOTES TO FINANCIAL STATEMENTS

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 149

1. Organization

ProShares Trust (the "Trust") is registered as an open-end management investment company under the Investment Company Act of 1940 ("1940 Act"). The Trust was formed as a Delaware statutory trust on May 29, 2002, has authorized capital of an unlimited number of shares at no par value and is comprised of 119 operational funds. These accompanying Notes to Financial Statements relate to the portfolios of the Trust included in this report (collectively, the "Funds" and individually, a "Fund"). Each Fund qualifies as an investment company as defined in the Financial Accounting Standards Codification Topic 946 — Financial Services — Investment Companies. Each Fund is considered to be "non-diversified" under the 1940 Act, except for ProShares DJ Brookfield Global Infrastructure ETF, ProShares Equities for Rising Rates ETF, ProShares High Yield-Interest Rate Hedged, ProShares Investment Grade-Interest Rate Hedged, ProShares Metaverse ETF, ProShares MSCI EAFE Dividend Growers ETF, ProShares MSCI Emerging Markets Dividend Growers ETF, ProShares MSCI Europe Dividend Growers ETF, ProShares MSCI Transformational Changes ETF, ProShares Russell 2000 Dividend Growers ETF, ProShares Russell U.S. Dividend Growers ETF, ProShares S&P 500^® Bond ETF, ProShares S&P 500^® Dividend Aristocrats ETF, ProShares S&P 500^® Ex-Energy ETF, ProShares S&P 500^® Ex-Financials ETF, ProShares S&P 500^® Ex-Health Care ETF, ProShares S&P 500^® Ex-Technology ETF and ProShares S&P MidCap 400^® Dividend Aristocrats ETF.

ProShares Managed Futures Strategy ETF, ProShares Morningstar Alternatives Solution ETF, ProShares RAFI^TM Long/Short and ProShares Short Term USD Emerging Markets Bond ETF were liquidated on May 17, 2022.

2. Significant Accounting Policies

The net asset value per share ("NAV") of each Fund, except as detailed below, is generally determined as of the close of the regular trading session of the exchange on which it is listed (is typically calculated as of 4:00 p.m. Eastern Time) on each business day. The NAV of ProShares High Yield — Interest Rate Hedged, ProShares Inflation Expectations ETF, ProShares Investment Grade — Interest Rate Hedged and ProShares S&P 500^® Bond ETF is typically calculated as of 3:00 p.m. (Eastern Time) on each business day. The NAV of ProShares K-1 Free Crude Oil Strategy ETF is typically calculated as of 2:30 p.m. (Eastern Time) on each business day when the Cboe BZX Exchange Inc. ("BZX Exchange") is open for trading. The NAV of each of ProShares MSCI EAFE Dividend Growers ETF and ProShares MSCI Europe Dividend Growers ETF is typically calculated as of 11:30 a.m. Eastern Time (this time may vary due to differences in when daylight savings time is effective between London and New York. The actual valuation time is 4:30 p.m., London Time).

The following is a summary of significant accounting policies followed by each Fund in preparation of its financial statements. These policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts. The actual results could differ from those estimates.

Investment Valuation

The Funds record their investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The securities in the portfolio of a Fund that are listed or traded on a stock exchange or the Nasdaq Stock Market, except as otherwise noted, are generally valued at the closing price, if available, or the last sale price on the exchange or system where the security is principally traded, generally using information provided by a third party pricing service, or market quotations. These valuations are typically categorized as Level 1 in the fair value hierarchy described below. If there have been no sales for that day on the exchange or system where the security is principally traded, then fair value may be determined with reference to the mean of the latest bid and asked quotes, if applicable, on the exchange or system. If there have been no sales or quotes of the security for that day on the exchange or system, the security will be valued in accordance with procedures approved by the Trust's Board of Trustees (the "Board").

Exchange traded funds held by ProShares K-1 Free Crude Oil Strategy ETF are valued at the last traded price at the time the Fund NAV is determined, and will typically be categorized as a Level 1 in the fair value hierarchy. Exchange traded funds held by other Funds are generally valued at the closing price, if available, or the last sale price as described above, and are typically categorized as Level 1 in the fair value hierarchy.

Securities regularly traded in the over-the-counter ("OTC") markets, including securities listed on an exchange but that are primarily traded OTC, other than those traded on the NASDAQ Stock Market, are valued on the basis of the mean between the bid and asked quotes furnished by primary market makers for those instruments. Fixed-income securities are valued according to prices as furnished by an independent pricing service, generally at the mean of the bid and asked quotes for U.S. Treasury securities and at the bid or evaluated bid price for corporate bonds. Centrally cleared index-based swaps are generally valued at the mean between the bid and asked prices as furnished by an independent pricing service. In each of these situations, valuations are typically categorized as Level 2 in the fair value hierarchy.

Exchange traded bond, commodity and currency futures contracts are generally valued at the official futures settlement price, except for currency futures contracts held by Hedge Replication ETF which are generally valued at their last sale price prior to the time at which the NAV of the Fund is determined. These valuations are typically categorized as Level 1 in the fair value hierarchy. If there was no sale on that day, fair valuation procedures as described below may be applied. Non-exchange traded derivatives (e.g. non-exchange traded swap agreements) are generally valued using independent sources and/or agreement with counterparties or other procedures approved by the Board and are typically categorized as Level 2 in the fair value hierarchy.

When ProShare Advisors LLC (the "Advisor") determines that the price of a security is not readily available or deemed unreliable (e.g., an approved pricing service does not provide a price, a furnished price is in error, certain prices become stale, or an event occurs that materially affects the furnished price), the Advisor may, in good faith, establish a

150 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

fair value for that security in accordance with procedures established by and under the general supervision and responsibility of the Board. Fair value pricing may require subjective determinations about the value of a security. While the Trust's policy is intended to result in a calculation of a Fund's NAV that fairly reflects security values as of the time of pricing, the Trust cannot ensure that fair values determined by the Advisor or persons acting at their direction would accurately reflect the price that a Fund could obtain for a security if it were to dispose of that security as of the time of pricing (for instance, in a forced or distressed sale). The prices used by a Fund may differ from the value that would be realized if the securities were sold and the differences could be material to the financial statements. Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level 2 or Level 3 in the fair value hierarchy.

The Funds disclose the fair value of their investments in a hierarchy that distinguishes between: (1) market participant assumptions which are developed based on market data obtained from sources independent of the Funds (observable inputs) and (2) the Funds' own assumptions about market participant assumptions which are developed based on the best information available under the circumstances

(unobservable inputs). The three levels defined by the hierarchy are as follows:

•  Level 1 — Quoted prices in active markets for identical assets.

•  Level 2 — Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

•  Level 3 — Significant unobservable inputs (including assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, short-term debt securities maturing in sixty days or less may be valued at amortized cost. Generally, amortized cost approximates the current fair value of a security, but since the valuation is not obtained from a quoted price in an active market, such securities are typically reflected as Level 2. Fair value measurements may also require additional disclosure when the volume and level of activity for the asset or liability have significantly decreased, as well as when circumstances indicate that a transaction is not orderly.

The following is a summary of the valuations as of May 31, 2022, for each Fund based upon the three levels defined above:

Please refer to the Schedules of Portfolio Investments to view equity and debt securities segregated by industry type.

	LEVEL 1 - Quoted Prices							LEVEL 2 - Other Significant Observable Inputs													LEVEL 3 - Significant Unobservable Inputs			Total
	Common Stocks/ Shares of Beneficial Interest		Securities Lending Reinvestments		Futures Contracts*			Rights/ Warrants		U.S. Treasury Obligations		Corporate Bonds		Repurchase Agreements		Swap Agreements*			Forward Currency Contracts*		Common Stocks/ Shares of Beneficial Interest			Investment Securities, including Repurchase Agreements		Other Financial Instruments, including Futures Contracts, Swap Agreements, and Forward Currency Contracts*
Big Data Refiners ETF	$	2,413,611	$	153,820		—			—		—		—		—		—			—		—		$	2,567,431		—
Bitcoin Strategy ETF		—		—	$	(1,905,772	)		—	$	299,321,562		—		—		—			—		—			299,321,562	$	(1,905,772	)
Decline of the Retail Store ETF		—		—		—			—		—		—	$	8,114,718	$	654,628			—		—			8,114,718		654,628
DJ Brookfield Global Infrastructure ETF		152,165,705		3,153,905		—			—		—		—		274,050		—			—		—			155,593,660		—
Equities for Rising Rates ETF		104,587,779		—		—			—		—		—		80,595		—			—		—			104,668,374		—
Global Listed Private Equity ETF		14,116,815		38,824		—			—		—		—		63,472		—			—		—			14,219,111		—
Hedge Replication ETF		8,972,183		9		121,549		$	157		32,467,844		—		2,063,136		(1,571,510	)		—		—			43,503,329		(1,449,961	)
High Yield-Interest Rate Hedged		—		3,173,875		676,468			—		—	$	139,347,940		773,935		—			—		—			143,295,750		676,468
Inflation Expectations ETF		—		—		—			—		—		—		57,971,129		(2,165,666	)		—		—			57,971,129		(2,165,666	)
Investment Grade-Interest Rate Hedged		—		40,700		6,417,333			—		—		630,545,552		4,554,779		—			—		—			635,141,031		6,417,333
K-1 Free Crude Oil Strategy ETF		—		—		17,552,949			—		—		—		—		—			—		—			—		17,552,949
Large Cap Core Plus		447,652,594		2,630,055		—			—		—		—		25,669,361		(2,914,521	)		—		—			475,952,010		(2,914,521	)
Long Online /Short Stores ETF		19,227,695		1,474,600		—			—		—		—		1,716,841		(1,217,793	)		—		—	(a)		22,419,136		(1,217,793	)
Merger ETF		60,194,951		—		—			—		—		—		6,876,217		4,018,063		$	301,886		—			67,071,168		4,319,949
Metaverse ETF		7,802,647		—		—			—		—		—		—		—			—		—			7,802,647		—
MSCI EAFE Dividend Growers ETF		106,185,987		1,818,961		—			—		—		—		629,486		—			—		—			108,634,434		—
MSCI Emerging Markets Dividend Growers ETF		17,401,756		—		—			—		—		3,253		—		—			—		—	(a)		17,405,009		—

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 151

	LEVEL 1 - Quoted Prices						LEVEL 2 - Other Significant Observable Inputs												LEVEL 3 - Significant Unobservable Inputs			Total
	Common Stocks/ Shares of Beneficial Interest		Securities Lending Reinvestments		Futures Contracts*		Rights/ Warrants		U.S. Treasury Obligations		Corporate Bonds		Repurchase Agreements		Swap Agreements*		Forward Currency Contracts*		Common Stocks/ Shares of Beneficial Interest			Investment Securities, including Repurchase Agreements		Other Financial Instruments, including Futures Contracts, Swap Agreements, and Forward Currency Contracts*
MSCI Europe Dividend Growers ETF	$	13,618,628	$	101,880		—		—		—		—	$	56,986		—		—		—		$	13,777,494		—
MSCI Transformational Changes ETF		29,549,009		—		—		—		—		—		—		—		—		—			29,549,009		—
Nanotechnology ETF		2,541,982		28,710		—		—		—		—		—		—		—		—			2,570,692		—
Nasdaq-100 Dorsey Wright Momentum ETF		18,448,935		—		—		—		—		—		18,506		—		—		—			18,467,441		—
On-Demand ETF		1,084,061		2,449		—		—		—		—		—		—		—		—			1,086,510		—
Online Retail ETF		320,612,010		24,777,454		—		—		—		—		62,973		—		—		—	(a)		345,452,437		—
Pet Care ETF		172,979,038		—		—		—		—		—		244,009		—		—		—			173,223,047		—
Russell 2000 Dividend Growers ETF		862,927,502		8,704,260		—		—		—		—		810,560		—		—		—			872,442,322		—
Russell U.S. Dividend Growers ETF		13,662,210		—		—		—		—		—		7,831		—		—		—			13,670,041		—
S&P 500® Bond ETF		—		—		—		—		—	$	19,411,076		544,103		—		—		—			19,955,179		—
S&P 500® Dividend Aristocrats ETF		10,218,957,429		—		—		—		—		—		5,034,083		—		—		—			10,223,991,512		—
S&P 500® Ex-Energy ETF		25,857,108		9,686		—		—		—		—		5,352		—		—		—			25,872,146		—
S&P 500® Ex-Financials ETF		8,264,304		—		—		—		—		—		3,100		—		—		—			8,267,404		—
S&P 500® Ex-Health Care ETF		3,857,299		117		—		—		—		—		2,273		—		—		—			3,859,689		—
S&P 500® Ex-Technology ETF		9,323,975		302		—		—		—		—		1,226		—		—		—			9,325,503		—
S&P Kensho Cleantech ETF		3,055,025		368,658		—		—		—		—		—		—		—		—			3,423,683		—
S&P Kensho Smart Factories ETF		2,414,907		137,035		—		—		—		—		—		—		—		—			2,551,942		—
S&P MidCap 400® Dividend Aristocrats ETF		1,102,212,198		107,000		—		—		—		—		1,689,415		—		—		—			1,104,008,613		—
S&P Technology Dividend Aristocrats ETF		109,323,674		2,299,747		—		—		—		—		96,094		—		—		—			111,719,515		—
Smart Materials ETF		1,759,997		19,614		—		—		—		—		—		—		—		—			1,779,611		—
Supply Chain Logistics ETF		1,998,298		—		—		—		—		—		—		—		—		—			1,998,298		—

*  These investments are recorded in the financial statements at the unrealized gain or loss on the investment.

(a)  Security has zero value.

There were no other Level 3 securities held at period end, except those securities classified as Level 3 in the Schedules of Portfolio Investments of ProShares Long Online/Short Stores ETF, ProShares MSCI Emerging Markets Dividend Growers ETF and ProShares Online Retails ETF which are considered quantitatively insignificant for additional disclosure.

Foreign Currency Translation

Each Fund's accounting records are maintained in U.S. dollars. Assets and liabilities denominated in foreign currencies and commitments under forward foreign currency exchange contracts are translated into U.S. dollars as of the close of London world markets except that such translations with respect to the ProShares Big Data Refiners ETF, ProShares DJ Brookfield Global Infrastructure ETF, ProShares Global Listed Private Equity ETF, ProShares Merger ETF, ProShares Metaverse ETF, ProShares MSCI Emerging Markets Dividend Growers ETF, ProShares MSCI Transformational Changes ETF, ProShares Nanotechnology ETF, ProShares On-Demand ETF, ProShares Pet Care ETF, ProShares S&P Kensho Cleantech ETF, ProShares S&P Kensho Smart Factories ETF, ProShares Smart Materials ETF and ProShares Supply Chain Logistics ETF each utilize the last quoted New York rates prior to 4:00 p.m. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

152 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

Repurchase Agreements

Each of 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 e-affecting repurchase transactions generally with major global financial institutions whose creditworthiness is monitored by the Advisor. 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 Funds may invest in repurchase agreements through joint account arrangements; in such cases, each Fund holds a pro rata share of the collateral and interest income based upon the dollar amount of the repurchase agreements entered into by each Fund. 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 Advisor.

On May 31, 2022, the Funds had interest in joint repurchase agreements with the following counterparties, for the time periods and rates indicated. Amounts shown in the table below represent Principal Amount, Cost and Value for each respective repurchase agreement.

Fund Name	Bank of America Securities, Inc., 0.77%, dated 05/31/2022 due 06/01/2022 (a)		Barclays Capital, Inc., 0.50%, dated 05/31/2022 due 06/01/2022 (b)		Barclays Capital, Inc., 0.55%, dated 05/31/2022 due 06/01/2022 (c)		Barclays Capital, Inc., 0.65%, dated 05/31/2022 due 06/01/2022 (d)		Barclays Capital, Inc., 0.76%, dated 05/31/2022 due 06/01/2022 (e)		BNP Paribas Securities Corp., 0.59%, dated 05/31/2022 due 06/01/2022 (f)		BNP Paribas Securities Corp., 0.77%, dated 05/31/2022 due 06/01/2022 (g)		ING Financial Markets LLC, 0.77%, dated 05/31/2022 due 06/01/2022 (h)		Total
Decline of the Retail Store ETF	$	533,906	$	99,154	$	457,633	$	762,722	$	914,620	$	762,722	$	3,889,883	$	694,078	$	8,114,718
DJ Brookfield Global Infrastructure ETF		18,031		3,349		15,455		25,759		30,887		25,759		131,369		23,441		274,050
Equities for Rising Rates ETF		5,303		985		4,545		7,575		9,084		7,575		38,634		6,894		80,595
Global Listed Private Equity ETF		4,176		776		3,580		5,966		7,154		5,966		30,425		5,429		63,472
Hedge Replication ETF		135,743		25,209		116,352		193,919		232,539		193,919		988,988		176,467		2,063,136
High Yield-Interest Rate Hedged		50,921		9,457		43,646		72,744		87,232		72,744		370,994		66,197		773,935
Inflation Expectations ETF		3,814,193		708,350		3,269,309		5,448,848		6,534,007		5,448,848		27,789,124		4,958,450		57,971,129
Investment Grade-Interest Rate Hedged		299,680		55,655		256,869		428,115		513,376		428,115		2,183,386		389,583		4,554,779
Large Cap Core Plus		1,688,908		313,654		1,447,635		2,412,726		2,893,229		2,412,726		12,304,902		2,195,581		25,669,361
Long Online/Short Stores ETF		112,959		20,978		96,822		161,370		193,508		161,370		822,987		146,847		1,716,841
Merger ETF		452,419		84,021		387,787		646,312		775,028		646,312		3,296,193		588,145		6,876,217
MSCI EAFE Dividend Growers ETF		41,417		7,692		35,500		59,167		70,950		59,167		301,751		53,842		629,486
MSCI Europe Dividend Growers ETF		3,749		696		3,214		5,356		6,424		5,356		27,317		4,874		56,986
Nasdaq-100 Dorsey Wright Momentum ETF		1,218		226		1,044		1,739		2,086		1,739		8,871		1,583		18,506
Online Retail ETF		4,143		769		3,551		5,919		7,098		5,919		30,187		5,387		62,973
Pet Care ETF		16,055		2,982		13,761		22,935		27,502		22,935		116,968		20,871		244,009
Russell 2000 Dividend Growers ETF		53,330		9,904		45,712		76,187		91,359		76,187		388,551		69,330		810,560
Russell U.S. Dividend Growers ETF		515		96		442		736		882		736		3,754		670		7,831
S&P 500® Bond ETF		35,799		6,648		30,685		51,142		61,326		51,142		260,823		46,538		544,103
S&P 500® Dividend Aristocrats ETF		331,216		61,512		283,899		473,166		567,398		473,166		2,413,145		430,581		5,034,083
S&P 500® Ex-Energy ETF		352		65		302		503		603		503		2,566		458		5,352
S&P 500® Ex-Financials ETF		204		38		175		291		350		291		1,486		265		3,100
S&P 500® Ex-Health Care ETF		150		28		128		214		256		214		1,089		194		2,273
S&P 500® Ex-Technology ETF		81		15		69		115		138		115		588		105		1,226
S&P MidCap 400® Dividend Aristocrats ETF		111,156		20,643		95,275		158,792		190,416		158,792		809,840		144,501		1,689,415
S&P Technology Dividend Aristocrats ETF		6,322		1,174		5,419		9,032		10,831		9,032		46,064		8,220		96,094
	$	7,721,946	$	1,434,076	$	6,618,809	$	11,031,350	$	13,228,283	$	11,031,350	$	56,259,885	$	10,038,531	$	117,364,230

Each Repurchase Agreement was fully collateralized by U.S. government and/or agency securities at May 31, 2022 as follows:

(a)  U.S. Treasury Bonds, 0%, due 11/15/2022 to 5/15/2052, which had an aggregate value at the Trust level of $357,000,024.

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 153

(b)  U.S. Treasury Bonds, 2.75% to 4.5%, due 8/15/2039 to 11/15/2047, which had an aggregate value at the Trust level of $66,300,000.

(c)  U.S. Treasury Bonds, 1.38% to 3%, due 2/15/2047 to 8/15/2050; U.S. Treasury Notes, 0.63% to 1.25%, due 8/31/2024 to 5/15/2030, which had an aggregate value at the Trust level of $306,000,010.

(d)  U.S. Treasury Notes, 0.25% to 0.38%, due 1/15/2025 to 7/15/2025, which had an aggregate value at the Trust level of $510,000,118.

(e)  U.S. Treasury Notes, 0.13% to 2.38%, due 7/15/2022 to 10/31/2027, which had an aggregate value at the Trust level of $611,568,562.

(f)  U.S. Treasury Bonds, 0% to 1.88%, due 2/15/2027 to 11/15/2051; U.S. Treasury Notes, 0.38% to 2.75%, due 11/15/2024 to 1/15/2029, which had an aggregate value at the Trust level of $510,000,000.

(g)  U.S. Treasury Bills, 0%, due 11/25/2022; U.S. Treasury Bonds, 0% to 5%, due 2/15/2027 to 11/15/2051; U.S. Treasury Notes, 0.38% to 2.75%, due 7/15/2023 to 5/31/2029, which had an aggregate value at the Trust level of $2,601,000,015.

(h)  Federal Farm Credit Bank, 1.12%, due 11/16/2022; Federal Home Loan Bank, 0.5% to 1.2%, due 5/20/2024 to 6/13/2025; Federal Home Loan Mortgage Corp., 0%, due 9/15/2029 to 3/15/2031; Federal National Mortgage Association, 0% to 6.63%, due 9/6/2024 to 11/15/2030; U.S. Treasury Bills, 0%, due 11/3/2022 to 5/18/2023; U.S. Treasury Bonds, 0.63% to 5.5%, due 8/15/2028 to 8/15/2046; U.S. Treasury Notes, 0.13% to 2.88%, due 11/15/2022 to 1/15/2032, which had an aggregate value at the Trust level of $464,103,342.

Reverse Repurchase Agreements

Bitcoin Strategy ETF may enter into reverse repurchase agreements as part of its investment strategy, which may be viewed as a form of borrowing. Reverse repurchase agreements involve sales by the Fund of portfolio assets for cash concurrently with an agreement by the Fund to repurchase those same assets at a later date at a fixed price. Generally, the effect of such a transaction is that the Fund can recover all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase agreement, while the Fund will be able to keep the interest income associated with those portfolio securities. Such transactions are advantageous only if the interest cost to the Fund of the reverse repurchase transaction is less than the cost of obtaining the cash otherwise. For the ProShares Bitcoin Strategy ETF, the interest on reverse repurchase agreements is part of the unitary fee and is not a direct fund expense. Opportunities to achieve this advantage may not always be available, and the Fund intends to use the reverse repurchase technique only when it will be to the Fund's advantage to do so. The Fund will segregate with its custodian bank cash or liquid instruments equal in value to the Fund's obligations with respect to reverse repurchase agreements.

As of May 31, 2022, the Fund had no outstanding reverse repurchase agreements. The weighted average daily balance of the reverse repurchase agreements during the period October 18, 2021 (commencement of operations) to May 31, 2022 was $894,609,949.

Equity Securities

Certain Funds may invest in equity securities, including in shares of foreign or U.S. common stock, Real Estate Investment Trusts, Depositary Receipts, and shares of other Investment Companies, including other exchange traded funds ("ETFs").

Real Estate Investment Trusts ("REITs") and Business Development Companies ("BDCs")

REITs and BDCs report information on the source of their distributions annually. A portion of distributions received from REITs and BDCs during the period is estimated to be dividend income, realized gain or return of capital. These estimates are adjusted when the actual source of distributions is disclosed by the REITs and BDCs.

Debt Instruments

Certain Funds may invest in debt instruments, including U.S. government securities; Foreign and U.S. investment grade corporate debt securities. Additionally, certain Funds may invest in (lower rated) debt

instruments (also known as "junk bonds") that are rated below "investment grade" by Moody's, Standard and Poor's and/or Fitch, Inc.

Securities Lending

Certain Funds may lend securities to brokers, dealers and financial organizations in exchange for collateral in the amount of at least 102% of the value of U.S. dollar-denominated securities loaned or at least 105% of the value of non-U.S. dollar-denominated securities loaned, marked to market daily. Each security loaned will be secured continuously by collateral in the form of cash, Money Market Instruments or U.S. Government securities. When a Fund lends its securities, it continues to receive payments equal to the dividends and interest paid on the securities loaned and simultaneously may earn interest on the reinvestment of the cash collateral. Any cash collateral received by the Fund in connection with these loans may be reinvested in a variety of short-term investments. Any securities collateral received by the Fund in connection with these loans may not be sold or pledged by the Fund and, accordingly, are not reflected in the Fund's assets and liabilities. The Funds may incur fees and expenses in connection with the reinvestment of cash collateral. For security loans collateralized by cash, borrowers may be entitled to receive a fee based on the amount of collateral. The Funds are typically compensated by the difference between the amount earned on the reinvestment of cash collateral and any fees paid to the borrower. Although voting and other rights attendant to securities loaned pass to the borrower, such loans may be recalled so that the securities may be voted on by the Fund if a material event affecting the Fund's investment in the securities on loan is to occur. Security loans are subject to termination by the Fund or the borrower at any time. Not all Funds may participate in securities lending at any given time. No securities loan shall be made on behalf of a Fund if, as a result, the aggregate value of all securities loaned by the particular Fund exceeds one-third of the value of such Fund's total assets (including the value of the collateral received).

Securities lending involves exposure to certain risks, including "gap" risk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and any fees a Fund has agreed to pay a borrower), operational risk (i.e., the risk of losses resulting from problems in the settlement and the accounting process), legal, counterparty and credit risk. If a securities lending counterparty were to default, a Fund would be subject to the risk of a possible delay in receiving collateral or in recovering the loaned securities, or to a possible loss of rights in the collateral. In the event a borrower does not return a Fund's securities as agreed, the Fund may experience losses if the proceeds received from liquidating the collateral do not at least equal the value of the loaned

154 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

security at the time the collateral is liquidated, plus the transaction costs incurred in purchasing replacement securities. This event could trigger adverse tax consequences for a Fund. The investment of cash collateral deposited by the borrower is subject to inherent market risks such as interest rate risk, credit risk, liquidity risk, and other risks that are present in the market. A Fund could lose money if its short-term reinvestment of the collateral declines in value over the period of the loan. The market value of the loaned securities is determined at the close of each business day of the Fund and any additional required collateral is delivered to the Fund, or excess collateral returned by the Fund, on the next business day.

U.S. Treasury Inflation-Protected Securities

U.S. Treasury Inflation-Protected Securities ("TIPs") are inflation-protected public obligations of the U.S. Treasury. Inflation-protected bonds are fixed-income securities whose interest and principal payments are periodically adjusted for inflation. As the index measuring inflation changes, the interest and principal payments of inflation-protected bonds will be adjusted accordingly. Because of the inflation-adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed rate bonds.

Accounting for Derivatives Instruments

In seeking to achieve the investment objectives of Funds whose objective is tied to an index or benchmark, the Advisor uses a passive approach to investing that is designed to track the performance of the Fund's underlying index or benchmark. Each such Fund attempts to achieve its investment objective by investing all, or substantially all, of its assets in investments that make up its index or in financial instruments that provide similar exposure.

In connection with its management of certain series of the Trust included in this report (i.e. ProShares Bitcoin Strategy ETF and ProShares K-1 Free Crude Oil Strategy ETF (the "Commodity Pools")), the Advisor has registered as a commodity pool operator (a "CPO") and the Commodity Pools are commodity pools under the Commodity Exchange Act (the "CEA"). Accordingly, the Advisor is subject to registration and regulation as a CPO under the CEA, and must comply with various regulatory requirements under the CEA and the rules and regulations of the Commodity Futures Trading Commission ("CFTC") and the National Futures Association ("NFA"), including investor protection requirements, antifraud provisions, disclosure requirements and reporting and record keeping requirements. The Advisor is also subject to periodic inspections and audits by the CFTC and NFA. Compliance with these regulatory requirements could adversely affect the Commodity Pools' total return. In this regard, any further amendment to the CEA or its related regulations that subject the Advisor or the Commodity Pools to additional regulation may have adverse impacts on the Commodity Pools' operations and expenses.

All open derivative positions at period end are reflected on each respective Fund's Schedule of Portfolio Investments. Certain Funds utilized a varying level of derivative instruments in conjunction with investment securities in seeking to meet their investment objective during the period. While the volume of open positions may vary on a daily basis as each Fund transacts derivative contracts in order to achieve the appropriate exposure to meet its investment objective, with the

exception of the Funds listed below, 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.

	Average quarterly exposure to derivatives (notional amounts in comparison to net assets)
Inflation Expectations ETF		213	%
Merger ETF		64	%

For financial reporting purposes, the Trust can offset financial assets and financial liabilities that are subject to master netting arrangements or similar agreements in the Statement of Assets and Liabilities. Funds holding forward currency contracts and/or non-exchange traded swap agreements present the gross amounts of these assets and liabilities on their Schedule of Portfolio Investments. Information concerning the value of and amounts due under Repurchase and Reverse Repurchase Agreement transactions may be found on each Fund's Schedule of Portfolio Investments. Information concerning the counterparties to each Repurchase Agreement and levels of collateralization may be found above, under the caption "Repurchase Agreements."

Following is a description of the Funds' use of derivative instruments, the types of derivatives utilized by the Funds during the reporting period, as well as the primary underlying risk exposures related to each instrument type.

Futures Contracts

Each Fund may purchase or sell futures contracts and options thereon as a substitute for a comparable market position in the underlying securities or to satisfy regulatory requirements. A physical-settlement futures contract generally obligates the seller to deliver (and the purchaser to take delivery of) the specified asset on the expiration date of the contract. A cash-settled futures contract obligates the seller to deliver (and the purchaser to accept) an amount of cash equal to a specific dollar amount (the contract multiplier) multiplied by the difference between the final settlement price of a specific futures contract and the price at which the agreement is made. No physical delivery of the underlying asset is made.

The Funds generally engage in closing or offsetting transactions before final settlement of a futures contract, wherein a second identical futures contract is sold to offset a long position (or bought to offset a short position). In such cases, the obligation is to deliver (or take delivery of) cash equal to a specific dollar amount (the contract multiplier) multiplied by the difference between the price of the offsetting transaction and the price at which the original contract was entered into. If the original position entered into is a long position (futures contract purchased) there will be a gain (loss) if the offsetting sell transaction is carried out at a higher (lower) price, inclusive of commissions. If the original position entered into is a short position (futures contract sold) there will be a gain (loss) if the offsetting buy transaction is carried out at a lower (higher) price, inclusive of commissions.

Whether a Fund realizes a gain or loss from futures activities depends generally upon movements in the underlying currency, commodity, security or index. The extent of the Fund's loss from an unhedged short position in futures contracts or from writing options on futures

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 155

contracts is potentially unlimited. Each Fund will engage in transactions in futures contracts and related options that are traded on a U.S. exchange or board of trade or that have been approved for sale in the U.S. by the CFTC.

Upon entering into a futures contract, each Fund will be required to deposit with the broker an amount of cash or cash equivalents in the range of approximately 5% to 10% of the contract amount for equity, index and commodity futures and in the range of approximately 1% to 3% of the contract amount for bond and currency futures (these amounts are subject to change by the exchange on which the contract is traded). This amount, known as "initial margin," is in the nature of a performance bond or good faith deposit on the contract and is returned to the Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. Subsequent payments, known as "variation margin," to and from the broker will be made as the price of the security, currency, commodity or index underlying the futures contract fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as "marking-to-market." At any time prior to expiration of a futures contract, a Fund may elect to close its position by taking an opposite position, which will operate to terminate the Fund's existing position in the contract.

The primary risks associated with the use of futures contracts are imperfect correlation between movements in the price of the futures and the market value of the underlying assets, and the possibility of an illiquid market for a futures contract. Although each Fund intends to sell futures contracts only if there is an active market for such contracts, no assurance can be given that a liquid market will exist for any particular contract at any particular time. 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 periods during the day. Futures contract 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 that 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. In addition, although the counterparty to a futures contract is often a clearing organization, backed by a group of financial institutions, there may be instances in which the counterparty could fail to perform its obligations, causing significant losses to a Fund.

Forward Currency Contracts

Certain Funds may invest in forward currency contracts for investment or risk management purposes. A forward currency contract is an obligation to buy or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into on the interbank market conducted directly between currency traders (usually large commercial banks) and their customers.

At or before the maturity of a forward currency contract, a Fund may either sell a portfolio security and make delivery of the currency, or retain the security and terminate its contractual obligation to deliver the currency by buying an "offsetting" contract obligating it to buy, on the same maturity date, the same amount of the currency. If the Fund engages in an offsetting transaction, it may later enter into a new forward currency contract to sell the currency.

If a Fund engages in offsetting transactions, the Fund will incur a gain or loss, to the extent that there has been movement in forward currency contract prices. If forward prices go down during the period between the date a Fund enters into a forward currency contract for the sale of a currency and the date it enters into an offsetting contract for the purchase of the currency, the Fund will realize a gain to the extent that the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to buy. If forward prices go up, the Fund will suffer a loss to the extent the price of the currency it has agreed to buy exceeds the price of the currency it has agreed to sell.

Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in U.S. dollars without the delivery of foreign currency.

Swap Agreements

Certain Funds may enter into swap agreements to gain exposure to an underlying asset without actually purchasing such asset (or shorting such asset), or to hedge a position, including in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a day to more than one year. In a standard "swap" transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on a particular pre-determined investment or instrument. The gross return to be exchanged or "swapped" between the parties is calculated with respect to a "notional amount," e.g., the return on or change in value of a particular dollar amount invested in a "basket" of securities or an ETF representing a particular index or group of securities.

Most swap agreements entered into by a Fund calculate and settle the obligations of the parties to the agreement on a "net basis" with a single payment. Consequently, a 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 the positions held by each party to the agreement (the "net amount").

When investing in swap agreements, the Funds may hold or gain exposure to only a representative sample of the securities in an index, or to a component of the index.

On a typical long swap, the counterparty will generally agree to pay the Fund the amount, if any, by which the notional amount of the swap agreement would have increased in value had it been invested in the particular underlying assets (e.g., an ETF, or securities comprising an index), plus any dividends or interest that would have been received on those assets. The Fund will agree to pay to the counterparty a floating rate of interest on the notional amount of the swap agreement plus the amount, if any, by which the notional amount would have decreased in value had it been invested in such assets plus, in certain

156 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

circumstances, commissions or trading spreads on the notional amount. Therefore, the return to the Fund on a long swap should be the gain or loss on the notional amount plus dividends or interest on the assets less the interest paid by the Fund on the notional amount. As a trading technique, the Advisor may substitute physical securities with a swap agreement having investment characteristics substantially similar to the underlying securities.

Some Funds may also enter into swap agreements that provide the opposite return of their index or a security. These swaps are similar to the long swaps disclosed above except that the counterparty pays interest to each Fund on the notional amount outstanding and that dividends or interest on the underlying instruments reduce the value of the swap. In addition, in certain instances, each Fund will agree to pay to the counterparty commissions or trading spreads on the notional amount. These amounts are netted with any unrealized gain or loss to determine the value of the swap.

A Fund's current obligations under most swap agreements (total return swaps, equity/index swaps, interest rate swaps) will be accrued daily (offset against any amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by segregating or earmarking cash and/or securities determined to be liquid, but typically no payments will be made until the settlement date.

A Fund will not enter into uncleared swap agreements (i.e., not cleared by a central counterparty) unless the Advisor believes that the counterparty to the transaction is creditworthy. The counterparty to an uncleared swap agreement will typically be a major global financial institution. A 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. If such a default occurs, a Fund will have contractual remedies pursuant to the swap agreements, but such remedies may be subject to bankruptcy and insolvency laws that could affect the Fund's rights as a creditor.

In the normal course of business, a Fund enters into International Swaps and Derivatives Association ("ISDA") agreements with certain counterparties for derivative transactions. These agreements contain, among other conditions, events of default and termination events, and various covenants and representations. Certain of the Fund's ISDA agreements contain provisions that require the Fund to maintain a pre-determined level of net assets, and/or provide limits regarding the decline of the Fund's NAV over specific periods of time, which may or may not be exclusive of redemptions. If the Fund were to trigger such provisions and have open derivative positions at that time, counterparties to the ISDA agreements could elect to terminate such ISDA agreements and request immediate payment in an amount equal to the net liability positions, if any, under the relevant ISDA agreement. Pursuant to the terms of its ISDA agreements, the Fund will have already collateralized its liability under such agreements, in some cases only in excess of certain threshold amounts. The Funds seek to mitigate 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 certain minimum thresholds, although the Funds may not always be successful. To the extent any such collateral is insufficient or there are delays in accessing the collateral, the Funds will be exposed to risks, including possible delays in recovering amounts as a result of bankruptcy proceedings.

The use of swaps is a highly specialized activity which involves investment techniques and risks in addition to, and in some cases different from, those associated with ordinary portfolio securities transactions. The primary risks associated with the use of swap agreements are mispricing or improper valuation, imperfect correlation between movements in the notional amount and the price of the underlying investments, and the inability of counterparties or clearing organizations to perform. A Fund may use a combination of swaps on an underlying index and swaps on an ETF that is designed to track the performance of that index, or it may solely use swaps on an ETF to achieve its desired investment exposure. The performance of an ETF may not track the performance of its underlying index due to embedded costs and other factors. Thus, to the extent a Fund invests in swaps that use an ETF as the reference asset, that Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with its index as it would if the Fund used only swaps on the underlying index. The Advisor, under supervision from the Board, is responsible for determining and monitoring the liquidity of the Funds' transactions in swap agreements.

All of the outstanding swap agreements held by the Funds on May 31, 2022 contractually terminate within 20 months but may be terminated without penalty by either party daily. Upon termination, the Fund is entitled to receive or pay the "unrealized appreciation or depreciation" amount existing at the date of termination.

The Financial Accounting Standards Board, pursuant to Accounting Standards Codification 815-10 ("ASC 815-10"), requires companies (including the Trust) to disclose information intended to enable financial statement users to understand how derivative instruments affect the Statements of Assets and Liabilities as well as the effect of derivative instruments on the Statements of Operations during the reporting period, in the context of each entity's risk exposure. ASC 815-10 provides examples of risk exposure, including interest rate, foreign exchange, equity, commodity and credit.

As the Funds' investment objective is to provide investment results, before fees and expenses, that correspond to the return of its underlying index on a daily basis, the derivatives utilized are aligned to the same primary risk. The primary risk exposure for those Funds benchmarked to an equity index is equity risk, for Funds benchmarked to a fixed-income index the primary risk is interest rate risk and for the foreign currency contracts held by ProShares Merger ETF and for the currency futures contracts held by ProShares Hedge Replication ETF, the primary risk is foreign currency risk. The primary risk for ProShares Bitcoin Strategy ETF and ProShares K-1 Free Crude Oil Strategy ETF is commodity market risk.

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 157

The following tables indicate the location of derivative-related items on the Statements of Assets and Liabilities as well as the effect of derivative instruments on the Statements of Operations during the reporting period.

Fair Value of Derivative Instruments as of May 31, 2022

Asset Derivatives					Liabilities Derivatives
Derivatives not accounted for as hedging instruments under ASC 815	Statements of Assets and Liabilities Location	Fund	Unrealized Appreciation*		Statements of Assets and Liabilities Location	Fund	Unrealized Depreciation*
Commodity futures, Equity and Bond index futures contracts/ Non-exchange traded swap agreements/ Forward currency contracts	Net assets consist of: Net unrealized appreciation (depreciation) on: futures contracts*; Assets: Unrealized appreciation on non-exchange traded swap agreements and forward currency contracts				Net assets consist of: Net unrealized appreciation (depreciation) on: futures contracts*; Liabilities: Unrealized depreciation on non-exchange traded swap agreements and forward currency contracts
		Bitcoin Strategy ETF	$	14,096,016		Bitcoin Strategy ETF	$	16,001,788
		Decline of the Retail Store ETF		817,692		Decline of the Retail Store ETF		163,064
		Hedge Replication ETF		122,609		Hedge Replication ETF		1,572,570
		High Yield-Interest Rate Hedged		676,468		High Yield-Interest Rate Hedged		—
		Inflation Expectations ETF		—		Inflation Expectations ETF		2,165,666
		Investment Grade-Interest Rate Hedged		6,417,333		Investment Grade-Interest Rate Hedged		—
		K-1 Free Crude Oil Strategy ETF		17,552,949		K-1 Free Crude Oil Strategy ETF		—
		Large Cap Core Plus		12,401,371		Large Cap Core Plus		15,315,892
		Long Online /Short Stores ETF		2,066,498		Long Online /Short Stores ETF		3,284,291
		Merger ETF		5,278,569		Merger ETF		958,620

*  Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Portfolio Investments. For these securities, only the variation margin is reported within the asset and liability sections of the Statements of Assets and Liabilities.

158 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

The Effect of Derivative Instruments on the Statements of Operations for the Year Ended May 31, 2022

Derivatives not accounted for as hedging instruments under ASC 815	Location of Gain or (Loss) on Derivatives on the Statements of Operations	Fund	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation) on Derivatives
Commodity futures, Equity and Bond index futures contracts/ Non-exchange traded swap agreements/ Forward currency contracts	Net realized gain (loss) on Expiration or closing of: futures contracts, non-exchange traded swap agreements and Settlement of forward foreign currency contracts; Change in net unrealized appreciation (depreciation) on: Futures contracts, Non-exchange traded swap agreements and Foreign currency translations	Bitcoin Strategy ETF	$	(876,330,142	)	$	(1,905,772	)
		Decline of the Retail Store ETF		(3,308,481	)		3,118,325
		Hedge Replication ETF		2,112,012			(3,875,855	)
		High Yield-Interest Rate Hedged		9,653,918			618,936
		Inflation Expectations ETF		4,201,521			(1,738,923	)
		Investment Grade-Interest Rate Hedged		76,256,106			5,689,362
		K-1 Free Crude Oil Strategy ETF		30,959,766			17,064,949
		Large Cap Core Plus		13,594,042			(4,407,622	)
		Long Online /Short Stores ETF		(7,161,869	)		1,942,362
		Merger ETF		(1,189,253	)		5,498,627

Taxes and Distributions

Each of the Funds intends to qualify or continue to qualify as a regulated investment company and distribute substantially all of its net investment income and capital gains to shareholders. Accordingly, no provision for Federal income taxes is required in the financial statements.

As of May 31, 2022, management of the Funds has reviewed all open tax years and major jurisdictions (the last four tax year ends including the interim tax periods 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 12 months.

Distributions to shareholders from net investment income and net capital gain, if any, are declared and paid at least annually. The amount of distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales, 1256 mark-to-market, partnerships, passive foreign investment companies mark-to-market, constructive sales adjustments and qualified late-year loss deferrals) do not require a reclassification. The Funds may utilize equalization accounting for tax purposes and designate earnings and profits, including net realized gains distributed to shareholders on redemption of shares, as a part of the dividends paid deduction for income tax purposes. While subject to management's discretion, any available tax equalization is typically applied first to short-term capital gains, next to long-term capital gains and then to ordinary income. To the extent distributions exceed net investment income and net realized capital gains for tax purposes, they are reported as a tax return of capital.

The Funds' tax year end is October 31st and the tax character of current year distributions and current components of accumulated earnings (deficit) will be determined at the end of the current tax year.

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 159

The tax character of distributions paid for the most recent tax years ended October 31, 2021 and October 31, 2020, were as follows:

	Year Ended October 31, 2021								Year Ended October 31, 2020
Fund	Distributions paid from ordinary income		Distributions paid from net long-term capital gains		Tax return of capital		Total Distributions		Distributions paid from ordinary income		Distributions paid from net long-term capital gains		Tax return of capital		Total Distributions
Decline of the Retail Store ETF		—		—		—		—	$	29,634		—	$	11,175	$	40,809
DJ Brookfield Global Infrastructure ETF	$	4,579,364		—		—	$	4,579,364		4,404,834		—		—		4,404,834
Equities for Rising Rates ETF		94,619		—		—		94,619		40,353		—		—		40,353
Global Listed Private Equity ETF		2,165,196		—		—		2,165,196		1,668,775		—		—		1,668,775
Hedge Replication ETF		—		—		—		—		86,291		—		11,239		97,530
High Yield-Interest Rate Hedged		4,609,154		—		—		4,609,154		5,287,272		—		—		5,287,272
Inflation Expectations ETF		904,369		—		—		904,369		252,609		—		—		252,609
Investment Grade-Interest Rate Hedged		15,727,767		—		—		15,727,767		7,733,811		—		—		7,733,811
K-1 Free Crude Oil Strategy ETF		10,954,243		—		—		10,954,243		30,754		—		—		30,754
Large Cap Core Plus		4,296,408		—		—		4,296,408		8,415,580		—		—		8,415,580
Long Online/Short Stores ETF		2,129,774		—		—		2,129,774		1,194,484		—		—		1,194,484
Merger ETF		235,774		—		—		235,774		27,031		—		—		27,031
MSCI EAFE Dividend Growers ETF		2,322,875		—		—		2,322,875		2,082,024		—		—		2,082,024
MSCI Emerging Markets Dividend Growers ETF		428,638		—		—		428,638		811,191		—		—		811,191
MSCI Europe Dividend Growers ETF		148,837		—		—		148,837		128,617		—		—		128,617
MSCI Transformational Changes ETF		90,521		—		—		90,521		—		—		—		—
Nasdaq-100 Dorsey Wright Momentum ETF		8,273		—		—		8,273		—		—		—		—
Online Retail ETF		6,686,189		—		—		6,686,189		1,792,462		—		—		1,792,462
Pet Care ETF		489,582		—		—		489,582		155,960		—		—		155,960
Russell 2000 Dividend Growers ETF		17,029,913		—		—		17,029,913		14,822,286		—		—		14,822,286
Russell U.S. Dividend Growers ETF		590,148		—		—		590,148		395,376		—		—		395,376
S&P 500® Bond ETF		768,742		—		—		768,742		898,083		—		—		898,083
S&P 500® Dividend Aristocrats ETF		166,605,956		—		—		166,605,956		138,661,646		—		—		138,661,646
S&P 500® Ex-Energy ETF		273,752		—		—		273,752		213,486		—		—		213,486
S&P 500® Ex-Financials ETF		76,616		—		—		76,616		46,836		—		—		46,836
S&P 500® Ex-Health Care ETF		39,649		—		—		39,649		31,221		—		—		31,221

160 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

	Year Ended October 31, 2021								Year Ended October 31, 2020
Fund	Distributions paid from ordinary income		Distributions paid from net long-term capital gains		Tax return of capital		Total Distributions		Distributions paid from ordinary income		Distributions paid from net long-term capital gains		Tax return of capital		Total Distributions
S&P 500® Ex-Technology ETF	$	91,165		—		—	$	91,165	$	60,424		—		—	$	60,424
S&P MidCap 400® Dividend Aristocrats ETF		24,692,475		—		—		24,692,475		17,300,177		—		—		17,300,177
S&P Technology Dividend Aristocrats ETF		1,219,048		—		—		1,219,048		507,704		—		—		507,704

At October 31, 2021 (the Funds' most recent tax year end), the components of accumulated earnings (deficit) on a tax basis were as follows:

Fund	Undistributed Ordinary Income		Undistributed Long-Term Capital Gain		Accumulated Capital and Other Losses			Unrealized Appreciation/ (Depreciation)
Big Data Refiners ETF		—		—	$	(1,750	)	$	262,859
Bitcoin Strategy ETF		—		—		(336,680	)		(49,699,506	)
Decline of the Retail Store ETF		—		—		(26,968,684	)		(2,867,261	)
DJ Brookfield Global Infrastructure ETF	$	672,059		—		(6,694,536	)		5,324,210
Equities for Rising Rates ETF		10,268		—		(1,378,478	)		1,129,907
Global Listed Private Equity ETF		834,404		—		(3,793,730	)		1,644,929
Hedge Replication ETF		—		—		(68,686	)		3,413,304
High Yield-Interest Rate Hedged		498,941		—		(43,441,020	)		(97,870	)
Inflation Expectations ETF		92,514		—		(10,978,759	)		2,032,772
Investment Grade-Interest Rate Hedged		1,983,207		—		(55,039,812	)		13,962,740
K-1 Free Crude Oil Strategy ETF		24,240,927		—		—			11,553,890
Large Cap Core Plus		—		—		(9,043,901	)		145,345,260
Long Online/Short Stores ETF		—		—		(36,590,713	)		(8,165,990	)
Merger ETF		—		—		(1,508,009	)		3,019,033
MSCI EAFE Dividend Growers ETF		2,021,841		—		(701,483	)		24,361,058
MSCI Emerging Markets Dividend Growers ETF		11,818		—		(2,635,470	)		1,075,487
MSCI Europe Dividend Growers ETF		140,566		—		(820,808	)		2,336,983
MSCI Transformational Changes ETF		19,972		—		(98,467	)		2,680,284
Nanotechnology ETF		—		—		(179	)		84,089
Nasdaq-100 Dorsey Wright Momentum ETF		—		—		(661,574	)		2,286,673
On-Demand ETF		665		—		(315	)		(84,031	)
Online Retail ETF		—		—		(2,038,140	)		(105,493,442	)
Pet Care ETF		147,579		—		—			14,584,471
Russell 2000 Dividend Growers ETF		1,277,893		—		(66,286,492	)		85,987,503
Russell U.S. Dividend Growers ETF		39,149		—		(257,562	)		2,060,305
S&P 500® Bond ETF		51,576		—		(15,311	)		129,458
S&P 500® Dividend Aristocrats ETF		16,164,108		—		—			1,162,902,745
S&P 500® Ex-Energy ETF		20,738		—		(149,987	)		2,776,821
S&P 500® Ex-Financials ETF		5,089		—		(34,768	)		904,728
S&P 500® Ex-Health Care ETF		2,826		—		—			443,023
S&P 500® Ex-Technology ETF		7,257		—		(67,847	)		529,953
S&P Kensho Cleantech ETF		—		—		(2,294	)		957,646
S&P Kensho Smart Factories ETF		—		—		(1,901	)		286,369

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 161

Fund	Undistributed Ordinary Income		Undistributed Long-Term Capital Gain		Accumulated Capital and Other Losses			Unrealized Appreciation/ (Depreciation)
S&P MidCap 400® Dividend Aristocrats ETF	$	3,051,029		—	$	(1,347,334	)	$	161,896,398
S&P Technology Dividend Aristocrats ETF		62,122		—		—			10,966,739
Smart Materials ETF		2,258		—		(319	)		(611	)

Temporary differences are generally due to differing book and tax treatments for the timing of the recognition of gains and losses on certain investment transactions and the timing and the deductibility of certain expenses. Permanent differences, primarily due to gain (loss) on in-kind redemptions, reclassification on sale of derivatives, designation of taxable distributions in excess, utilization of earnings and profits distributed to the shareholders on redemption of shares and nondeductible expenses, resulted in reclassifications as of October 31, 2021 (the Funds' most recent tax year end), among the Funds' components of net assets.

As of October 31, 2021 (the Funds' most recent tax year end), the Funds had capital loss carry forwards ("CLCFs") available to offset future realized gains, if any, to the extent provided for by regulations and to thereby reduce the amount of future taxable capital gain distributions. Under current tax law, CLCFs retain their character as either short-term or long-term capital losses, and are not subject to expiration.

At October 31, 2021 (the Funds' most recent tax year end), the following Funds had available CLCFs:

	No Expiration Date
Decline of the Retail Store ETF	$	26,922,782
DJ Brookfield Global Infrastructure ETF		6,694,536
Equities for Rising Rates ETF		1,378,478
Global Listed Private Equity ETF		3,793,730
High Yield-Interest Rate Hedged		43,441,020
Inflation Expectations ETF		10,978,759
Investment Grade-Interest Rate Hedged		55,039,812
Large Cap Core Plus		9,043,901
Long Online/Short Stores ETF		36,153,035
Merger ETF		1,508,009
MSCI EAFE Dividend Growers ETF		701,483
MSCI Emerging Markets Dividend Growers ETF		2,635,470
MSCI Europe Dividend Growers ETF		820,808
MSCI Transformational Changes ETF		98,467
Nasdaq-100 Dorsey Wright Momentum ETF		661,574
Russell 2000 Dividend Growers ETF		66,286,492
Russell U.S. Dividend Growers ETF		257,562
S&P 500® Bond ETF		15,311
S&P 500® Ex-Energy ETF		149,987
S&P 500® Ex-Financials ETF		34,768
S&P 500® Ex-Technology ETF		67,847
S&P Kensho Cleantech ETF		199
S&P MidCap 400® Dividend Aristocrats ETF		1,347,334

At October 31, 2021 (the Funds' most recent tax year end), the following Funds utilized CLCFs and/or elected to defer late-year ordinary losses to November 1, 2021:

Fund	CLCFs Utilized		Ordinary Late Year Loss Deferrals
Big Data Refiners ETF		—	$	1,750
Bitcoin Strategy ETF		—		336,680
Decline of the Retail Store ETF		—		45,902
Equities for Rising Rates ETF	$	174,807		—
Hedge Replication ETF		358,056		68,686
High Yield-Interest Rate Hedged		2,501,814		—

162 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

Fund	CLCFs Utilized		Ordinary Late Year Loss Deferrals
Investment Grade-Interest Rate Hedged	$	9,810,623		—
Large Cap Core Plus		24,871,037		—
Long Online/Short Stores ETF		3,080,688	$	437,678
Merger ETF		5,595		—
MSCI EAFE Dividend Growers ETF		7,993,399		—
MSCI Emerging Markets Dividend Growers ETF		955,373		—
MSCI Europe Dividend Growers ETF		423,856		—
Nanotechnology ETF		—		179
On-Demand ETF		—		315
Online Retail ETF		274,581		2,038,140
Pet Care ETF		188,239		—
Russell 2000 Dividend Growers ETF		40,895,364		—
Russell U.S. Dividend Growers ETF		493,768		—
S&P 500® Dividend Aristocrats ETF		52,067,419		—
S&P 500® Ex-Energy ETF		21,588		—
S&P 500® Ex-Health Care ETF		20,051		—
S&P 500® Ex-Technology ETF		9,031		—
S&P Kensho Cleantech ETF		—		2,095
S&P Kensho Smart Factories ETF		—		1,901
S&P MidCap 400® Dividend Aristocrats ETF		22,388,684		—
Smart Materials ETF		—		319

3. Investment Transactions, Income and Expense Allocations

Throughout the reporting period, investment transactions are generally accounted for no later than one business day following the trade date. For financial reporting purposes, investment transactions on the last business day of the reporting period are accounted for on the trade date.

Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or discount. Dividend income is recorded on the ex-dividend date except for certain foreign dividends that may be recorded as soon as such information becomes available. Non-cash dividend income received in the form of securities in-lieu of cash are recorded at the fair value of the securities received. Gains or losses realized on sales of securities are determined using the specific identification method by comparing the identified cost of the security lot sold with the net sales proceeds.

Expenses directly attributable to a Fund are charged to that Fund, while expenses which are attributable to more than one Fund or jointly with an affiliate, are allocated among the respective Funds and/or affiliates based upon relative net assets or another reasonable basis.

4. Advisory and Management Service Fees and Transactions with Affiliates

The Advisor serves as the investment adviser to each Fund subject to an expense limitation, as outlined in the table below (the "Capped Funds"), pursuant to an Investment Advisory Agreement. For its investment advisory services, each Capped Fund pays the Advisor a monthly fee, accrued daily at an annualized rate based on its average daily net assets. Pursuant to a separate Management Services Agreement, the Advisor performs certain administrative services on behalf of the Capped Funds, such as negotiating, coordinating and implementing the Trust's contractual obligations with the Funds' service providers; monitoring, overseeing and reviewing the performance of such service providers to ensure adherence to applicable contractual obligations; and preparing or coordinating reports and presentations to the Board of Trustees with respect to such service providers. For these and other services, each Capped Fund pays the Advisor monthly management services fees, accrued daily at an annualized rate based on its average daily net assets.

The Advisor has contractually agreed to waive advisory and management services fees, and if necessary, reimburse certain other expenses, in order to limit the annual operating expenses of each Capped Fund. These expense limitations remain in effect until the dates specified in the table below, after which they may be terminated or revised.

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 163

For the year ended May 31, 2022, advisory and management services fees, waivers, reimbursements, and expense limitations were as follows:

Fund	Investment Advisory Fee Rate			Management Services Fee Rate			Advisory Fees Waived		Management Services Fees Waived		Expense Reimbursements		Expense Limitation			Expense Limitation Effective Through
Global Listed Private Equity ETF		0.50	%		0.10	%	$	110,884	$	22,177	$	17,207		0.60	%	September 30, 2022
Hedge Replication ETF*		0.75			0.10			343,326		45,776		7,154		0.95		September 30, 2022
Inflation Expectations ETF		0.55			0.10			235,909		42,892		7,636		0.30		September 30, 2022
Merger ETF*		0.75			0.10			254,074		—		—		0.75		September 30, 2022
S&P 500® Ex-Energy ETF		0.13			—			3,892		—		—		0.09		September 30, 2023
S&P 500® Ex-Financials ETF		0.13			—			1,219		—		—		0.09		September 30, 2023
S&P 500® Ex-Health Care ETF		0.13			—			570		—		—		0.09		September 30, 2023
S&P 500® Ex-Technology ETF		0.13			—			1,406		—		—		0.09		September 30, 2023

*  In addition to the expense limitations disclosed above, the Advisor has entered into an Advisory Fee Waiver Agreement for each Fund that reduces the annualized advisory fee rate subject to the following breakpoints: 0.75% of the first $4.0 billion of average daily net assets of the Fund, 0.70% of the next $1.5 billion, 0.65% of the next $1.5 billion, 0.60% of the next $1.5 billion and 0.55% of average daily net assets of the Fund over $8.5 billion. To the extent that a Fund achieves an asset breakpoint, the Advisor will waive fees in order to match the corresponding reduction in the tiered advisory fee limit. Any such waivers are reflected as a component of "Expenses waived and/or reimbursed by Advisor" on the Statements of Operations, and are not subject to subsequent recoupment by the Advisor.

For each Fund, amounts waived or reimbursed by the Advisor may be recouped by the Advisor within five years of the end of the applicable contractual period to the extent that such recoupments would not cause a Fund's annualized operating expenses to exceed the lesser of (1) the expense limitation in effect at the time of waiver, and (2) the expense limitation in effect at the time of recoupment. Any amounts recouped by the Advisor during the period are reflected in the Statements of Operations as "Recoupment of prior expenses waived and/or reimbursed by Advisor". As of May 31, 2022, the amounts eligible for recoupment and the date of expiration are as follows:

	Expires September 30,												Total Amount Eligible for
Fund	2022		2023		2024		2025		2026		2027		Recoupment
Global Listed Private Equity ETF	$	128,000	$	136,169	$	124,461	$	153,246	$	149,156	$	100,602	$	791,634
Hedge Replication ETF		259,681		347,042		212,474		210,955		347,389		286,506		1,664,047
Inflation Expectations ETF		296,029		159,591		202,598		213,190		209,329		194,079		1,274,816
Merger ETF		129,121		139,569		141,587		151,118		181,794		184,442		927,631

The Advisor also serves as the investment adviser to each Fund not subject to an expense limitation as outlined below (the "Unitary Fee Funds") pursuant to an Investment Advisory and Management Agreement. The Unitary Fee Funds pay the Advisor a monthly fee, accrued daily at an annualized rate based on average daily net assets for investment advisory and management services. The Advisor is responsible for substantially all other expenses of the Unitary Fee Funds except, generally, interest expenses (except that the Advisor will pay net expenses incurred in connection with investments in reverse repurchase agreements in ProShares Bitcoin Strategy ETF), taxes, brokerage and other transaction costs (except that the Advisor will pay account or similar fees charged by futures commission merchants in ProShares Bitcoin Strategy ETF), legal expenses fees and expenses related to securities lending, compensation and expenses of the Independent Trustees, compensation and expenses of the counsel to the Independent Trustees, compensation and expenses of the Trust's chief compliance officer and his or her staff, legal fees and expenses in connection with litigation, future distribution fees or expenses (if any), and extraordinary expenses.

The following funds have a unitary fee: ProShares Big Data Refiners ETF (0.58%), ProShares Bitcoin Strategy ETF (0.95%), ProShares Decline of the Retail Store ETF (0.65%), ProShares DJ Brookfield Global Infrastructure ETF (0.45%), ProShares Equities for Rising Rates ETF (0.35%), ProShares High Yield-Interest Rate Hedged (0.50%), ProShares Investment Grade — Interest Rate Hedged (0.30%), ProShares K-1 Free Crude Oil Strategy ETF (0.65%), ProShares Large Cap Core Plus (0.45%), ProShares Long Online/Short Stores ETF (0.65%), ProShares Metaverse ETF (0.58%), ProShares MSCI EAFE Dividend Growers ETF (0.50%), ProShares MSCI Emerging Markets Dividend Growers ETF (0.60%), ProShares MSCI Europe Dividend Growers ETF (0.55%), ProShares MSCI Transformational Changes ETF (0.45%), ProShares Nanotechnology (0.58%), ProShares Nasdaq-100 Dorsey Wright Momentum ETF (0.58%), ProShares On-Demand ETF (0.58%), ProShares Online Retail ETF (0.58%), ProShares Pet Care ETF (0.50%), ProShares Russell 2000 Dividend Growers ETF (0.40%), ProShares Russell U.S. Dividend Growers ETF (0.35%), ProShares S&P 500^® Bond ETF (0.15%), ProShares S&P 500^® Dividend Aristocrats ETF (0.35%), ProShares S&P 500^® Ex-Energy ETF (0.13%), ProShares S&P 500^® Ex-Financials ETF (0.13%), ProShares S&P 500^® Ex-Health Care ETF (0.13%), ProShares S&P 500^® Ex-Technology ETF (0.13%), ProShares S&P Kensho Cleantech ETF (0.58%), ProShares Kensho Smart Factories ETF (0.58%), ProShares S&P MidCap 400^® Dividend Aristocrats ETF (0.40%), ProShares S&P Technology Dividend Aristocrats ETF (0.45%), ProShares Smart Materials (0.58%) and ProShares Supply Chain Logistics ETF (0.58%).

164 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

Prior to February 1, 2022, each of the ProShares S&P 500^® Ex-Energy ETF, ProShares S&P 500^® Ex-Financials ETF, ProShares S&P 500^® Ex-Health Care ETF and ProShares S&P 500^® Ex-Technology ETF (the "Ex-Sector Funds") had a unitary fee of 0.27%. Effective February 1, 2022, the unitary fee for the Ex-Sector Funds was changed to 0.13%. Additionally, the advisor has agreed to waive investment advisory and management services fees of each Ex-Sector Fund to the extent total annual operating expenses before waivers and expense reimbursements, as a percentage of average daily net assets, exceed 0.09% through September 30, 2023. These waivers are non-recoupable. After such date, the expense limitation may be terminated or revised by the Advisor.

Employees of the Advisor serve in the roles of Interested Trustee, President, Chief Legal Officer and Secretary of the Trust. These individuals receive no compensation directly from the Trust. Another employee of the Advisor serves as Chief Compliance Officer and Anti-Money Laundering Officer. This individual's related compensation, along with the compensation of staff who administer the Funds' compliance program, and certain other expenses are reimbursed to the Advisor by the Funds and are reflected on the Statements of Operations as "Compliance services fees".

5. Administration Fees

JPMorgan Chase Bank, N.A. acts as the Trust's administrator (the "Administrator"). The Administrator provides certain administrative services to the Funds, including fund accounting, fund administration and certain compliance services, pursuant to a Fund Services Agreement. For these services, each Fund shall pay the Administrator monthly, a fee accrued daily and based on average net assets. Each Fund may also reimburse the Administrator for such out-of-pocket expenses as incurred by the Administrator in the performance of its duties. Such fees are reflected on the Statements of Operations as "Administration Fees". Certain employees of the Administrator are also officers of the Trust.

6. Custodian Fees

JPMorgan Chase Bank, N.A. acts as custodian for the Funds in accordance with a Custody Agreement. The custodian holds cash, securities and other assets of the Funds as required by the 1940 Act. Custodian fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses. Such fees are reflected on the Statements of Operations as "Custodian Fees".

7. Listing, Data and Related Fees

The Funds may incur costs relating to their initial and ongoing listing on an exchange and for the calculation and dissemination of Indicative Optimized Portfolio Values (IOPVs). Additionally, a Fund may enter into a license agreement for the right to use an Index and the related Trade Mark(s) and to receive data related to the index from the index provider. The portion of such costs attributed to each Fund is reflected on the Statements of Operations as "Listing, Data and related fees".

8. Trustees Fees

The Trust, together with other affiliated trusts, pay each Independent Trustee an aggregate fee consisting of a $325,000 annual retainer (paid in quarterly increments) for services provided as a Board member. Prior to July 1, 2021, each Independent trustee was paid a $185,000 annual retainer for services provided as a Board member, plus a quarterly in-person meeting fee of $10,000, an in-person special meeting fee of $3,000 and a telephonic meeting fee of $3,000. Such fees are allocated between the Funds and other affiliated funds. Each Fund's share of these fees, together with reimbursable expenses of the Trustees, is reflected on the Statements of Operations as "Trustees Fees".

9. Distribution and Service Plan

SEI Investments Distribution Co. serves as the Funds' distributor. The Trust has adopted a Distribution and Service (12b-1) Plan pursuant to which each Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's average daily net assets. No 12b-1 fees are currently paid by the Funds, and there are currently no plans to impose these fees.

10. Issuance and Redemption of Fund Shares

Each Fund issues and redeems its shares only to Authorized Participants (typically broker-dealers) in exchange for the deposit or delivery of a basket of assets (securities and/or cash), in large blocks known as Creation Units, each of which is comprised of a specified number of shares.

To the extent the Funds permit the contribution of securities in exchange for the purchase of shares (contribution in-kind), shares may be issued in advance of receipt by the Fund of all or a portion of the applicable Deposit Securities. In these circumstances, the Fund may require the Authorized Participant to maintain with the Trust an amount up to 115% and/or 125% of the daily mark-to-market value of the missing Deposit Securities.

Retail investors may only purchase and sell Fund shares on a national securities exchange through a broker-dealer and such transactions may be subject to customary commission rates imposed by the broker-dealer.

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 165

Authorized Participants may pay transaction fees to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units. Transaction fees related to unsettled Creation Unit transactions are included in the receivable for capital shares issued on the Statements of Assets and Liabilities. Transaction fees assessed during the period, which are included in the proceeds from shares issued on the Statements of Changes in Net Assets, were as follows:

	Year Ended May 31, 2022		Year Ended May 31, 2021
Bitcoin Strategy ETF	$	506,152		—
High Yield-Interest Rate Hedged		42,950	$	3,041
Inflation Expectations ETF		11,191		6,116
Investment Grade-Interest Rate Hedged		31,840		183,484
MSCI Transformational Changes ETF		—		2,220
Nanotechnology ETF		1,200		—
On-Demand ETF		1,200		—
S&P Kensho Cleantech ETF		400		—
S&P Kensho Smart Factories ETF		400		—
Smart Materials ETF		1,200		—
Supply Chain Logistics ETF		1,600		—

11. Investment Transactions

For the year ended May 31, 2022, the cost of securities purchased and proceeds from sales of securities (U.S. government securities for the Inflation Expectations ETF), excluding short-term securities, derivatives and in-kind transactions, were:

Fund	Purchases		Sales
Big Data Refiners ETF	$	4,852,600	$	868,121
Bitcoin Strategy ETF		2,169,405,187		968,964,666
DJ Brookfield Global Infrastructure ETF		12,566,732		12,167,768
Equities for Rising Rates ETF		36,016,984		34,715,430
Global Listed Private Equity ETF		6,629,169		8,274,849
Hedge Replication ETF		11,510,470		5,221,881
High Yield-Interest Rate Hedged		84,646,292		59,634,878
Inflation Expectations ETF		—		30,825,400
Investment Grade-Interest Rate Hedged		276,901,022		207,333,751
Large Cap Core Plus		260,343,325		248,891,804
Long Online/Short Stores ETF		65,189,751		66,190,418
Merger ETF		138,349,797		134,987,946
Metaverse ETF		2,109,434		1,306,131
MSCI EAFE Dividend Growers ETF		57,662,516		59,305,299
MSCI Emerging Markets Dividend Growers ETF		13,266,260		13,896,965
MSCI Europe Dividend Growers ETF		5,046,273		5,056,366
MSCI Transformational Changes ETF		13,948,639		14,102,292
Nanotechnology ETF		5,047,020		1,092,058
Nasdaq-100 Dorsey Wright Momentum ETF		38,233,694		34,796,739
On-Demand ETF		4,819,579		990,886
Online Retail ETF		901,070,123		815,337,930
Pet Care ETF		142,330,131		143,499,481
Russell 2000 Dividend Growers ETF		501,001,769		500,489,722
Russell U.S. Dividend Growers ETF		4,593,634		4,762,686
S&P 500® Bond ETF		24,146,921		24,066,119
S&P 500® Dividend Aristocrats ETF		2,613,019,858		1,660,413,241
S&P 500® Ex-Energy ETF		747,103		681,952
S&P 500® Ex-Financials ETF		247,294		237,372
S&P 500® Ex-Health Care ETF		121,889		126,493

166 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

Fund	Purchases		Sales
S&P 500® Ex-Technology ETF	$	394,096	$	332,603
S&P Kensho Cleantech ETF		5,467,360		1,474,562
S&P Kensho Smart Factories ETF		5,391,787		1,398,042
S&P MidCap 400® Dividend Aristocrats ETF		357,618,716		357,489,132
S&P Technology Dividend Aristocrats ETF		37,938,082		25,910,364
Smart Materials ETF		5,196,210		1,534,845
Supply Chain Logistics ETF		3,996,762		262,598

12. In-Kind Transactions

During the period presented in this report, certain Funds delivered portfolio securities in exchange for the redemption of shares (redemption-in-kind). Cash and securities were transferred for redemptions at fair value. For financial reporting purposes, the Funds recorded net realized gains and losses in connection with each transaction.

For the year ended May 31, 2022, the fair value of the securities transferred for redemptions, and the net realized gains (losses) recorded in connection with the transactions were as follows:

Fund	Fair Value		Net Realized Gains (Losses)
Big Data Refiners ETF	$	1,109,935	$	117,452
DJ Brookfield Global Infrastructure ETF		64,605,377		14,938,469
Equities for Rising Rates ETF		12,498,814		1,686,944
Global Listed Private Equity ETF		8,591,189		1,040,459
Hedge Replication ETF		3,980,556		1,456,286
High Yield-Interest Rate Hedged		39,600,760		(1,939,481	)
Inflation Expectations ETF		9,251,629		917,775
Investment Grade-Interest Rate Hedged		422,774,799		(23,041,091	)
Large Cap Core Plus		43,005,331		13,211,003
Long Online/Short Stores ETF		44,014,602		5,854,007
Merger ETF		985,664		60,351
MSCI EAFE Dividend Growers ETF		10,649,953		1,240,845
MSCI Emerging Markets Dividend Growers ETF		596,808		53,609
MSCI Transformational Changes ETF		28,485,437		3,719,572
Nanotechnology ETF		2,967,039		143,811
Nasdaq-100 Dorsey Wright Momentum ETF		8,787,719		701,403
On-Demand ETF		1,892,348		(551,712	)
Online Retail ETF		510,574,958		31,476,275
Pet Care ETF		327,461,100		79,179,991
Russell 2000 Dividend Growers ETF		95,895,513		16,884,226
Russell U.S. Dividend Growers ETF		17,537,846		3,103,063
S&P 500® Bond ETF		17,584,159		(365,083	)
S&P 500® Dividend Aristocrats ETF		3,939,138,788		1,342,649,855
S&P 500® Ex-Energy ETF		939,196		98,453
S&P 500® Ex-Technology ETF		2,179,096		153,801
S&P Kensho Cleantech ETF		2,144,088		249,412
S&P Kensho Smart Factories ETF		905,820		(96,563	)
S&P MidCap 400® Dividend Aristocrats ETF		16,365,687		4,843,031
S&P Technology Dividend Aristocrats ETF		67,037,820		17,936,536
Smart Materials ETF		4,038,365		8,370
Supply Chain Logistics ETF		1,715,627		(14,193	)

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 167

In addition, during the period, certain Funds received securities in exchange for subscriptions of shares (subscriptions-in-kind). For the year ended May 31, 2022, the fair value of the securities received for subscriptions were as follows:

Fund	Fair Value
Big Data Refiners ETF	$	964,320
DJ Brookfield Global Infrastructure ETF		27,210,033
Equities for Rising Rates ETF		107,035,711
Global Listed Private Equity ETF		7,713,022
High Yield-Interest Rate Hedged		65,225,097
Inflation Expectations ETF		8,685,513
Investment Grade-Interest Rate Hedged		449,540,906
Large Cap Core Plus		21,312,230
Long Online/Short Stores ETF		793,205
Merger ETF		25,831,529
Metaverse ETF		7,994,887
MSCI EAFE Dividend Growers ETF		6,164,934
MSCI Europe Dividend Growers ETF		6,574,395
MSCI Transformational Changes ETF		18,284,976
Nanotechnology ETF		2,021,548
Nasdaq-100 Dorsey Wright Momentum ETF		25,069,274
On-Demand ETF		928,788
Online Retail ETF		155,048,075
Pet Care ETF		279,223,957
Russell 2000 Dividend Growers ETF		103,909,825
Russell U.S. Dividend Growers ETF		3,763,255
S&P 500® Bond ETF		4,483,431
S&P 500® Dividend Aristocrats ETF		4,645,540,958
S&P 500® Ex-Energy ETF		2,911,429
S&P 500® Ex-Financials ETF		912,281
S&P 500® Ex-Technology ETF		4,566,094
S&P Kensho Cleantech ETF		2,053,887
S&P MidCap 400® Dividend Aristocrats ETF		101,232,114
S&P Technology Dividend Aristocrats ETF		66,111,798
Smart Materials ETF		2,478,559

13. Basis of Consolidation

The accompanying Consolidated Schedules of Portfolio Investments, Consolidated Statements of Assets and Liabilities, Consolidated Statements of Operations, Consolidated Statements of Changes in Net Assets, and Consolidated Financial Highlights of ProShares Bitcoin Strategy ETF and ProShares K-1 Free Crude Oil Strategy ETF, and the Consolidated Cash Flow Statement for ProShares Bitcoin Strategy ETF include the accounts of ProShares Cayman Bitcoin Strategy Portfolio, a wholly-owned subsidiary of ProShares Bitcoin Strategy ETF and ProShares Cayman Crude Oil Strategy Portfolio, a wholly-owned subsidiary of ProShares K-1 Free Crude Oil Strategy ETF organized under the laws of the Cayman Islands (together, the "Subsidiaries" and each, a "Subsidiary"), which primarily invest in commodity-related instruments. The Subsidiaries enable the Funds to hold these commodity-related instruments and satisfy regulated investment company tax requirements. Each Fund will invest a significant portion of its total assets in its Subsidiary. As of May 31, 2022, the net assets of ProShares Cayman Bitcoin Strategy Portfolio were 39.1% of the net assets of ProShares Bitcoin Strategy ETF and the net assets of ProShares Cayman Crude Oil Strategy Portfolio were 25.8% of the net assets of ProShares K-1 Free Crude Oil Strategy ETF. Intercompany accounts and transactions, if any, have been eliminated. The Subsidiaries are subject to the same investment policies and restrictions that apply to ProShares Bitcoin Strategy ETF and ProShares K-1 Free Crude Oil Strategy ETF, except that the Subsidiaries may invest without limitation in commodity-related instruments.

14. Share Splits

Effective January 13, 2022, ProShares Large Cap Core Plus underwent a 2-for-1 share split.

The effect of the share split transactions was to multiply the number of outstanding shares of the Fund by the split factor, with a corresponding decrease in the net asset value per share. These transactions did not change the net assets of the Fund or the value of a shareholder's investment.

168 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

The historical share transactions presented in the Statements of Changes in Net Assets and per share data presented in the Financial Highlights have been adjusted retroactively to give effect to the share splits.

15. Risk

Some risks apply to all Funds, while others are specific to the investment strategy of certain Funds. Each Fund may be subject to other risks in addition to these identified risks. This section discusses certain common principal risks encountered by the Funds.

•  Risks Associated with the Use of Derivatives

Certain Funds may obtain investment exposure through derivatives (including investing in futures contracts, options on futures contracts, securities and indexes, forward contracts, swap agreements and similar instruments). Investing in derivatives may be considered aggressive and may expose a Fund to risks different from, or possibly greater than, the risks associated with investing directly in securities underlying the derivative, including: 1) the risk that there may be imperfect correlation between the price of financial instruments and movements in the prices of the underlying reference asset(s); 2) the risk that an instrument is mispriced; 3) credit or counterparty risk on the amount each Fund expects to receive from a counterparty; 4) the risk that securities prices, interest rates and currency markets will move adversely and a Fund will incur significant losses; 5) the risk that the cost of holding a financial instrument might exceed its total return; and 6) the possible absence of a liquid secondary market for a particular instrument and possible exchange-imposed price fluctuation limits, either of which may make it difficult or impossible to adjust a Fund's position in a particular instrument when desired. The occurrence of any of these factors may prevent the Fund from achieving its investment objective. Because derivatives often require limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested.

Certain Funds may use a combination of swaps on an underlying index or swaps on an ETF that is designed to track the performance of that index. The performance of an ETF may not track the performance of its underlying index due to embedded costs and other factors. Thus, to the extent a Fund invests in swaps that use an ETF as the reference asset, that Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with its index as it would if the Fund used only swaps on the underlying index.

Moreover, with respect to the use of swap agreements, if an index has a dramatic intraday move that causes a material decline in a Fund's net assets, the terms of a swap agreement between the Fund and its counterparty may permit the counterparty to immediately close out the transaction with the Fund. In that event, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve the desired exposure consistent with the Fund's investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. Any costs associated with using derivatives will also have the effect of lowering the Fund's return.

•  Bitcoin Risk

The Bitcoin Strategy ETF does not invest directly in Bitcoin. The Fund invests primarily in Bitcoin futures.

Bitcoin is a relatively new innovation and the market for Bitcoin is subject to rapid price swings, changes and uncertainty. The further development of the Bitcoin Network and the acceptance and use of Bitcoin are subject to a variety of factors that are difficult to evaluate. The slowing, stopping or reversing of the development of the Bitcoin Network or the acceptance of Bitcoin may adversely affect the price of Bitcoin. Bitcoin is subject to the risk of fraud, theft, manipulation or security failures, operational or other problems that impact Bitcoin trading venues. Additionally, if one or a coordinated group of miners were to gain control of 51% of the Bitcoin Network, they would have the ability to manipulate transactions, halt payments and fraudulently obtain Bitcoin. A significant portion of Bitcoin is held by a small number of holders sometimes referred to as "whales". These holders have the ability to manipulate the price of Bitcoin. Unlike the exchanges for more traditional assets, such as equity securities and futures contracts, Bitcoin and Bitcoin trading venues are largely unregulated. As a result of the lack of regulation, individuals or groups may engage in fraud or market manipulation and investors may be more exposed to the risk of theft, fraud and market manipulation than when investing in more traditional asset classes. Over the past several years, a number of Bitcoin trading venues have been closed due to fraud, failure or security breaches. Investors in Bitcoin may have little or no recourse should such theft, fraud or manipulation occur and could suffer significant losses. Legal or regulatory changes may negatively impact the operation of the Bitcoin Network or restrict the use of Bitcoin. The realization of any of these risks could result in a decline in the acceptance of Bitcoin and consequently a reduction in the value of Bitcoin, Bitcoin futures, and the Fund. The Bitcoin Network is collectively maintained by (1) a decentralized group of participants who run computer software that results in the recording and validation of transactions (commonly referred to as "miners"), (2) developers who propose improvements to the Bitcoin Protocol and the software that enforces the protocol and (3) users who choose which version of the bitcoin software to run. From time to time, the developers suggest changes to the bitcoin software. If a sufficient number of users and miners elect not to adopt the changes, a new digital asset, operating on the earlier version of the bitcoin software, may be created. This is often referred to as a "fork." The creation of a "fork" or a substantial giveaway of Bitcoin (sometimes referred to as an "air drop") may result in a significant and unexpected decline in the value of Bitcoin, Bitcoin futures, and the Fund.

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 169

•  Bitcoin Futures Risk

The market for bitcoin futures may be less developed, and potentially less liquid and more volatile, than more established futures markets. While the bitcoin futures market has grown substantially since bitcoin futures commenced trading, there can be no assurance that this growth will continue. Bitcoin futures are subject to collateral requirements and daily limits that may limit the Fund's ability to achieve the desired exposure. If the Fund is unable to meet its investment objective, the Fund's returns may be lower than expected. Additionally, these collateral requirements may require the Fund to liquidate its position when it otherwise would not do so.

When a bitcoin futures contract is nearing expiration, the Fund will generally sell it and use the proceeds to buy a bitcoin futures contract with a later expiration date. This is commonly referred to as "rolling". The costs associated with rolling bitcoin futures typically are substantially higher than the costs associated with other futures contracts and may have a significant adverse impact on the performance of the Fund.

•  Borrowing Risk

The Bitcoin Strategy ETF may borrow for investment purposes using reverse repurchase agreements. Borrowing may cause a Fund to liquidate positions under adverse market conditions to satisfy its repayment obligations. Borrowing increases the risk of loss and may increase the volatility of the Fund.

•  Long/Short Risk

Certain Funds seek long exposure to certain securities and short exposure to certain other securities. There is no guarantee that the returns on a Fund's long or short positions will produce high, or even positive, returns. In addition, Funds subject to this risk may gain enhanced long exposure to certain securities (i.e., obtain investment exposure that exceeds the amount directly invested in those assets, a form of leverage) and, under such circumstances, will lose more money in market environments that are adverse to its long positions than funds that do not employ such leverage.

•  Concentration Risk

Certain Funds may typically concentrate their investments in issuers of one or more particular industries to the same extent that their underlying indexes are so concentrated and to the extent permitted by applicable regulatory guidance. There is a risk that those issuers (or industry sectors) will perform poorly and negatively impact a Fund. Concentration risk results from maintaining exposure (long or short) to issuers conducting business in a specific industry. The risk of concentrating investments in a limited number of issuers in a particular industry is that a Fund will be more susceptible to the risks associated with that industry than a Fund that does not concentrate its investments.

•  Correlation Risk

There is no guarantee that a Fund whose investment objective, before fees and expenses, seeks correlation with an index will achieve a high degree of correlation with its index or the inverse thereof. Failure to achieve a high degree of correlation may prevent a Fund from achieving its investment objective. The percentage change of the Fund's NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the percentage change of the Fund's index on such day. A number of other factors may adversely affect a Fund's correlation with its index, including material over- or under-exposure, fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, infrequent trading in the securities underlying its index, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which a Fund invests. While each Fund generally attempts to track the performance of the Index by investing all, or substantially all, of its assets in the securities that make up the Index in approximately the same proportion as their weighting in the Index, at times a Fund may not have investment exposure to all securities in its index, or, with respect to equity funds, its weighting of investment exposure to such securities, financial investments or industries may be different from that of the index. In addition, a Fund may invest in securities or financial investments not included in the index or in financial instruments. Each Fund may take or refrain from taking positions in order to improve tax efficiency or comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund's correlation with its index. A Fund may also be subject to large movements of assets into and out of the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index potentially resulting in the Fund being over- or underexposed to its index and may be impacted by index reconstitutions and index rebalancing events. Additionally, a Fund's underlying investments may trade on markets that may or may not be open on the same day as the Fund. Furthermore, a Fund's currency holdings may be valued at a different time than the level of its index. In addition, the Funds with a foreign currency hedging strategy may also be unable to perfectly match the Index and will introduce additional costs, both sources of additional correlation risk. Any of these factors could decrease correlation between the performance of a Fund and the index and may hinder a Fund's ability to meet its investment objective.

•  Counterparty Risk

A Fund will be subject to credit risk (i.e., the risk that a counterparty is unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount the Fund expects to receive from counterparties to financial instruments (including derivatives and repurchase agreements) entered into by the Fund. The Funds generally structure the agreements such that either party can

170 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

terminate the contract without penalty prior to the termination date. If a counterparty terminates a contract, a Fund may not be able to invest in other derivatives to achieve the desired exposure, or achieving such exposure may be more expensive. A Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations under such an agreement.

At May 31, 2022, ProShares Decline of the Retail Store ETF and ProShares Merger ETF had net unrealized appreciation on swaps with a single counterparty which exceeded 5% of each Fund's net assets.

•  Geographic Concentration Risk

Certain Funds that focus their investments in companies economically tied to particular foreign countries or geographic regions may be particularly susceptible to political, social, economic or regulatory events affecting those countries or regions. The performance of such Funds may be more volatile than a more geographically diversified fund.

•  Foreign Currency Risk

Certain of the Funds' investments may be denominated in foreign currencies. Investments denominated in foreign currencies are exposed to more risk than those investments denominated in U.S. dollars. The value of an investment denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Regulatory fees or higher custody fees maybe imposed on foreign currency holdings.

•  Liquidity Risk

In certain circumstances, such as the disruption of the orderly markets for the securities and/or financial instruments in which a Fund invests, the Fund might not be able to acquire or dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Advisor. Markets for the securities and/or financial instruments in which a Fund invests may be disrupted by a number of events, including but not limited to economic crises, natural disasters, new legislation, or regulatory changes inside or outside of the U.S. For example, regulation limiting the ability of certain financial institutions to invest in certain securities would likely reduce the liquidity of those securities. These situations may prevent a Fund from limiting losses, realizing gains or achieving a high correlation with its index.

The market for the Bitcoin futures contracts is still developing and may be subject to periods of illiquidity. During such times it may be difficult or impossible to buy or sell a position at the desired price. Market disruptions or volatility can also make it difficult to find a counterparty willing to transact at a reasonable price and sufficient size. Illiquid markets may cause losses, which could be significant. The large size of the positions which the Fund may acquire increases the risk of illiquidity, may make its positions more difficult to liquidate, and increase the losses incurred while trying to do so.

•  Debt Instrument Risk

Certain Funds invest in, or seek exposure to, debt instruments. Debt instruments may have varying levels of sensitivity to changes in interest rates and other factors. In addition, changes in the credit quality of the issuer of a debt instrument (including a default) can also affect the price of a debt instrument, as can an issuer's default on its payment obligations. These factors may cause the value of an investment in a Fund to change.

•  Breakeven Inflation Investing Risk

ProShares Inflation Expectations ETF seeks investment results, before fees and expenses that track the performance of the FTSE 30-Year TIPS (Treasury Rate-Hedged) Index. The FTSE 30-Year TIPS (Treasury Rate-Hedged) Index tracks the performance of long positions in the most recently issued 30-year Treasury Inflation-Protected Securities ("TIPS") bond and duration-adjusted short positions in U.S. Treasury bonds of, in aggregate, approximate equivalent duration dollars to the TIPS. The FTSE 30-Year TIPS (Treasury Rate-Hedged) Index seeks to achieve an overall duration dollar amount of zero. The difference in yield (or spread) between these bonds (Treasury yield minus TIPS yield) is commonly referred to as a "breakeven rate of inflation" ("BEI") and is considered to be a measure of the market's expectations for inflation over the relevant period. The level of the FTSE 30-Year TIPS (Treasury Rate-Hedged) Index (and the Fund) will fluctuate based on changes in the value of the underlying bonds, which will likely not be the same on a percentage basis as changes in the BEI. The FTSE 30-Year TIPS (Treasury Rate-Hedged) Index is not designed to measure or predict the realized rate of inflation, nor does it seek to replicate the returns of any price index or measure of actual consumer price levels. Changes in the BEI are based on the TIPS and U.S. Treasury markets, interest rate and inflation expectations, and fiscal and monetary policy. There is no guarantee that these factors will combine to produce any particular directional changes in the FTSE 30-Year TIPS (Treasury Rate-Hedged) Index over time, or that the Fund will retain any appreciation in value over extended periods of time, or that the returns of the FTSE 30-Year TIPS (Treasury Rate-Hedged) Index or the Fund will track or outpace the realized rate of inflation, or any price index or measure of actual consumer price levels. It is possible that the returns of the FTSE 30-Year TIPS (Treasury Rate-Hedged) Index or the Fund will not correlate to (or may be the opposite of) the change in the realized rate of inflation, or any price index, or measure of actual consumer price levels. Furthermore, while the BEI provides exposure to inflation expectations, it may also be influenced by other factors, including premiums related to liquidity for certain bonds as well as premiums surrounding the uncertainty

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 171

of future inflation. These other factors may impact the level of the FTSE 30-Year TIPS (Treasury Rate-Hedged) Index or the value of the Fund in unexpected ways and may cancel out or even reverse the impact of changes in inflation expectations. As a result, an investment in the Fund may not serve as an effective hedge against inflation.

•  Subsidiary Investment Risk

Changes in the laws of the United States and/or the Cayman Islands, under which the ProShares Bitcoin Strategy ETF and ProShares K-1 Free Crude Oil Strategy ETF and their Subsidiaries are organized, respectively, could result in the inability of the Funds to operate as intended and could negatively affect the Funds and their shareholders. The Subsidiaries are not registered under the 1940 Act and are not subject to all the investor protections of the 1940 Act. Thus, the Funds, as an investor in the Subsidiaries, will not have all the protections offered to investors in registered investment companies.

•  Risks Associated with the Use of Crude Oil Futures Contracts

ProShares K-1 Free Crude Oil Strategy ETF obtains investment exposure through commodity futures and does not invest directly in physical commodities. ProShares K-1 Free Crude Oil Strategy ETF does not invest in nor seek exposure to the current "spot" or cash price of physical crude oil. Crude oil futures contracts typically perform very differently from, and commonly underperform, the spot price of crude oil due to current (and futures expectations of) factors such as storage costs, supply and demand and geopolitical risks. Investing in futures contracts may be considered aggressive and may expose the Fund to greater risks than investing directly in securities or other instruments. These risks include counterparty risk and liquidity risk (each as discussed below). Because futures contracts often require limited initial investment, the use of futures contracts also may expose the Fund to losses in excess of those amounts initially invested.

•  Active Management Risk

The performance of actively managed funds (ProShares Bitcoin Strategy ETF) reflect, in part, the ability of the Advisor to select investments and make investment decisions that are suited to achieving a Fund's investment objective. The Advisor's judgments about a Fund's investments may prove to be incorrect. If the investments selected and strategies employed by a Fund fail to produce the intended results, the Fund could underperform other funds with a similar investment objective and/or strategies.

•  Commodity Market Risk

The value of Commodity Futures typically is based in great part upon the price movements of a physical commodity and the market's expectations for such moves in the future. The prices of Commodity Futures may fluctuate quickly and dramatically and may not correlate to price movements in other asset classes. Global events such as government interventions, treaties and trading, inter- or intrastate conflict, weather or other natural disasters, changes in supply or production, changes in activity of crude oil commodity producing companies, countries and/or organizations, and changes in speculators' and/or investor's demand can cause extreme levels of volatility. Furthermore, since commodities are generally denominated in USD, a strengthening US dollar can also cause significant declines in commodity prices. An active trading market may not exist for certain commodities. Each of these factors and events could have a significant negative impact on a Fund.

•  Rolling Futures Contract Risk

ProShares Bitcoin Strategy ETF (through its investment in the Subsidiary) and ProShares K-1 Free Crude Oil Strategy ETF (through its investment in the Subsidiary) have exposure to futures contracts and are subject to risks related to "rolling" of such contracts. A Fund does not intend to hold futures contracts through their expiration date, but instead intends to "roll" its futures positions. Rolling occurs when a Fund closes out of futures contracts as they near their expiration date and is replaced with contracts that have a later expiration date. When the market for these futures contracts is such that the prices are higher in the more distant delivery months than in the nearer delivery months, the sale during the course of the rolling process of the more nearby contract would take place at a price that is lower than the price of the more distant contract. This pattern of higher futures contract prices for longer expiration contracts is often referred to as "contango." Alternatively, when the market for futures contracts is such that the prices are higher in the nearer months than in the more distant months, the sale during the course of the rolling process of the more nearby contract would take place at a price that is higher than the price of the more distant contract. This pattern of higher futures prices for shorter expiration futures contracts is referred to as "backwardation." Extended periods of contango or backwardation have occurred in the past and can in the future cause significant losses for a Fund. The Advisor will utilize active management techniques (with respect to ProShares Bitcoin Strategy ETF) to seek to mitigate the negative impact or, in certain cases, benefit from the contango or backwardation present in the various futures contract markets, but there can be no guarantee that it will be successful in doing so.

172 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

•  Risks Specific to the Crude Oil Markets

Several factors may affect the price of crude oil and, in turn, the WTI crude oil futures contracts and other assets, if any, owned by a Fund, including, but not limited to:

?  Significant increases or decreases in the available supply of crude oil due to natural or technological factors. Natural factors would include depletion of known cost-effective sources for crude oil or the impact of severe weather on the ability to produce or distribute crude oil. Technological factors would include increases in availability created by new or improved extraction, refining and processing equipment and methods or decreases caused by failure or unavailability of major refining and processing equipment (for example, shutting down or constructing oil refineries).

?  A significant change in the attitude of speculators and investors towards crude oil. Should the speculative community take a negative or positive view towards crude oil, it could cause a change in world prices of crude oil, which could have a corresponding positive or negative impact on the price of a Fund's shares.

?  Large purchases or sales of crude oil by the official sector. Governments and large institutions have large commodities holdings or may establish major commodities positions. For example, nations with centralized or nationalized oil production and organizations such as the Organization of Petroleum Exporting Countries control large physical quantities of crude oil. If one or more of these institutions decides to buy or sell crude oil in amounts large enough to cause a change in world prices, the price of a Fund's shares will be affected.

?  Political factors such as imposition of regulations or entry into trade treaties, as well as political disruptions caused by societal breakdown, insurrection and/or war may greatly influence crude oil supply and prices.

•  Exposure to Retailing Industry Risk

Retailing Industry Risk is the risk faced by companies in the retailing industry, including: changes in domestic and international economies, consumer confidence, disposable household income and spending, and consumer tastes and preferences; intense competition; changing demographics; marketing and public perception; dependence on third-party suppliers and distribution systems; intellectual property infringement; legislative or regulatory changes and increased government supervision; thin capitalization; dependence on a relatively few number of high volume sales days to achieve overall results; and dependence on outside financing, which may be difficult to obtain.

•  Online Retail Companies Risk

Companies that operate in the online marketplace and retail segments are subject to fluctuating consumer demand. Unlike traditional brick and mortar retailers, online marketplaces and retailers must assume shipping costs or pass such costs to consumers. Consumer access to price information for the same or similar products may cause companies that operate in the online marketplace and retail segments to reduce profit margins in order to compete. Due to the nature of their business models, companies that operate in the online marketplace and retail segments may also be subject to heightened cybersecurity risk, including the risk of theft or damage to vital hardware, software and information systems. The loss or public dissemination of sensitive customer information or other proprietary data may negatively affect the financial performance of such companies to a greater extent than traditional brick and mortar retailers. As a result of such companies being web-based and the fact that they process, store, and transmit large amounts of data, including personal information, for their customers, failure to prevent or mitigate data loss or other security breaches, including breaches of vendors' technology and systems, could expose companies that operate in the online marketplace and retail segments or their customers to a risk of loss or misuse of such information, adversely affect their operating results, result in litigation or potential liability, and otherwise harm their businesses. Investing in Online Retailers may be attractive to investors who believe the trend of rising online sales will continue; however, there is no guarantee this trend will continue. Each of these factors could have a negative impact on the performance of the companies in the Index and the performance of the Fund.

•  Metaverse Companies Risk

The metaverse is a developing technology and is subject to risks associated with a developing technology which include, but are not limited to, small or limited markets for their securities, changes in business cycles, world economic growth, technological progress, rapid obsolescence, and government regulation. Companies in metaverse-related businesses, especially smaller, start-up companies, tend to be more volatile than securities of companies that do not rely heavily on technology. Rapid change to technologies that affect a company's products could have a material adverse effect on such company's operating results. These companies may rely on a combination of patents, copyrights, trademarks and trade secret laws to establish and protect their proprietary rights in their products and technologies. Such companies typically face intense competition and loss or impairment of intellectual property rights. There is no guarantee that the products or services produced by companies in metaverse related businesses will be successful.

•  Media and Entertainment Industry Risk

Media and entertainment companies within the Communication Services industry are impacted by the high costs of research and development of new content and services in an effort to stay relevant in a highly competitive industry. In addition, media and entertainment companies are challenged by the changing tastes, topical interests and discretionary income of their targeted consumers. With the advancement of

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 173

streaming technology, sales of content through physical formats (such as DVD and Blu-ray) and traditional content delivery services (such as cable TV providers and satellite dish operators) are declining in popularity as consumers increasingly opt to purchase digital content that is customizable, less expensive and takes up less physical space. The media and entertainment industry is regulated and changes to rules regarding advertising and the content produced by media and entertainment companies can increase overall production and distribution costs.

•  Semiconductors and Semiconductor Equipment Industry Risk

The risks of investments in the industry include: intense competition, both domestically and internationally, including competition from subsidized foreign competitors with lower production costs; wide fluctuations in securities prices due to risks of rapid obsolescence of products; economic performance of the customers of semiconductor companies; their research costs and the risks that their products may not prove commercially successful; capital equipment expenditures that could be substantial and suffer from rapid obsolescence; and thin capitalization and limited product lines, markets, financial resources or personnel. The semiconductors sector may also be affected by risks that affect the broader technology sector, including: government regulation; dramatic and often unpredictable changes in growth rates and competition for qualified personnel; heavy dependence on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability; and a small number of companies representing a large portion of the technology sector as a whole.

•  Software and Services Industry Risk

The risks of investments in the industry include: competitive pressures, such as aggressive pricing (including fixed-rate pricing), technological developments (including product-specific technological change), changing domestic demand, and the ability to attract and retain skilled employees; availability and price of components; dependence on intellectual property rights, and potential loss or impairment of those rights; research and development costs; rapid product obsolescence; cyclical market patterns; evolving industry standards; and frequent new product introductions requiring timely and successful introduction of new products and the ability to service such products. The software and services industry may also be affected by risks that affect the broader information technology industry.

•  Natural Disaster/Epidemic Risk

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility 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, 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. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under these circumstances, the Fund may have difficulty achieving its investment objectives which may adversely impact Fund performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Fund's investment advisor, third party service providers and counterparties), 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 substantial market volatility, exchange trading suspensions and closures, changes in the availability of and the margin requirements for certain instruments, and can impact the ability of the Fund to complete redemptions and otherwise affect Fund performance and Fund trading in the secondary market. A widespread crisis would also affect the global economy in ways that cannot necessarily be foreseen. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these could have a significant impact on a Fund's performance, resulting in losses to your investment.

•  Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock

The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19 (including any variants). These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to quickly become outdated or inaccurate, resulting in significant losses. Additionally, other public health issues, war, military conflicts, sanctions, acts of terrorism, sustained elevated inflation, supply chain issues or other events could have a significant negative impact on global financial markets and economies. Russia's recent military incursions in Ukraine have led to, and may lead to additional sanctions being levied by the United States, European Union and other countries against Russia. Russia's military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the value of the Fund's investments, even beyond any direct exposure the Fund may have to the region or to adjoining geographic regions. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could have a severe adverse effect on the region, including significant negative impacts on

174 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

the economy and the markets for certain securities and commodities, such as oil and natural gas. How long such tensions and related events will last cannot be predicted. These tensions and any related events could have significant impact on the Fund performance and the value of an investment in the Fund.

16. Indemnifications

Under the Trust's organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business the Trust enters into contracts that contain a variety of general indemnifications. The Trust's maximum exposure under these arrangements cannot be known; however, the Trust expects risk of significant loss to be remote.

17. Subsequent Events

Subsequent events occurring after the date of this report have been evaluated for potential impact, for purposes of recognition or disclosure in the financial statements, through the date the report was issued.

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 175

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of ProShares Trust and Shareholders of each of the thirty-eight funds listed below

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments (or summary schedules of portfolio investments for the Funds indicated with an asterisk below), of each of the funds listed below (thirty-eight of the funds constituting ProShares Trust, hereafter collectively referred to as the "Funds") as of May 31, 2022, the related statements of operations, of changes in net assets and, for Bitcoin Strategy ETF, of cash flows for each of the periods listed below, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of May 31, 2022, the results of each of their operations, the changes in each of their net assets, for Bitcoin Strategy ETF, its cash flows for each of the periods listed below, and each of the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America.

Big Data Refiners ETF (b)

Bitcoin Strategy ETF (c)

Decline of the Retail Store ETF (a)

DJ Brookfield Global Infrastructure ETF (a)

Equities for Rising Rates ETF (a)

Global Listed Private Equity ETF (a)

Hedge Replication ETF* (a)

High Yield-Interest Rate Hedged (a)

Inflation Expectations ETF (a)

Investment Grade — Interest Rate Hedged (a)

K-1 Free Crude Oil Strategy ETF (a)

Large Cap Core Plus* (a)

Long Online/Short Stores ETF (a)

Merger ETF (a)

Metaverse ETF (d)

MSCI EAFE Dividend Growers ETF (a)

MSCI Emerging Markets Dividend Growers ETF (a)

MSCI Europe Dividend Growers ETF (a)

MSCI Transformational Changes ETF (e)

Nanotechnology ETF (f)

Nasdaq-100 Dorsey Wright Momentum ETF (g)

On-Demand ETF (f)

Online Retail ETF (a)

Pet Care ETF (a)

Russell 2000 Dividend Growers ETF (a)

Russell U.S. Dividend Growers ETF (a)

S&P 500^® Bond ETF (a)

S&P 500^® Dividend Aristocrats ETF (a)

S&P 500^® Ex-Energy ETF* (a)

S&P 500^® Ex-Financials ETF* (a)

S&P 500^® Ex-Health Care ETF* (a)

S&P 500^® Ex-Technology ETF* (a)

S&P Kensho Cleantech ETF (b)

S&P Kensho Smart Factories ETF (b)

S&P MidCap 400^® Dividend Aristocrats ETF (a)

S&P Technology Dividend Aristocrats ETF (a)

Smart Materials ETF (f)

Supply Chain Logistics ETF (h)

(a)  Statement of operations for the year ended May 31, 2022, and statement of changes in net assets for each of the two years in the period ended May 31, 2022.

(b)  Statement of operations and statement of changes in net assets for the period September 29, 2021 (commencement of investment operations) through May 31, 2022.

(c)  Statement of operations, statement of changes in net assets and statement of cash flows for the period October 18, 2021 (commencement of investment operations) through May 31, 2022.

(d)  Statement of operations and statement of changes in net assets for the period March 15, 2022 (commencement of investment operations) through May 31, 2022.

(e)  Statement of operations for the year ended May 31, 2022 and statement of changes in net assets for the year ended May 31, 2022 and for the period October 14, 2020 (commencement of investment operations) through May 31, 2021.

(f)  Statement of operations and statement of changes in net assets for the period October 26, 2021 (commencement of investment operations) through May 31, 2022.

(g)  Statement of operations for the year ended May 31, 2022 and statement of changes in net assets for the year ended May 31, 2022 and for the period May 18, 2021 (commencement of investment operations) through May 31, 2021.

(h)  Statement of operations and statement of changes in net assets for the period April 6, 2022 (commencement of investment operations) through May 31, 2022.

Basis for Opinions

These financial statements are the responsibility of the Funds' management. Our responsibility is to express an opinion on the Funds' financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant

176 :: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PROSHARES TRUST

estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of May 31, 2022 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/PricewaterhouseCoopers LLP

Baltimore, Maryland
July 27, 2022

We have served as the auditor of one or more investment companies in ProFunds and ProShares Trust group since 1997.

PROSHARES TRUSTREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM :: 177

At a meeting held on March 10, 2022, the Board of Trustees (the "Board") of ProShares Trust (the "Trust") considered the initial approval of the Investment Advisory and Management Agreement (the "Unitary Fee Agreement") between the Trust and ProShare Advisors LLC (the "Advisor") with respect to the ProShares Metaverse Theme ETF (the "New ETF").

In response to a request from the Independent Trustees, the Advisor provided information for the Board to consider relating to the approval of the Unitary Fee Agreement, including information that addressed, among other things: (i) the nature, extent, and quality of the services that were provided or proposed to be provided by the Advisor; (ii) the costs of the services to be provided and the profits realized by the Advisor; (iii) the investment performance of the Advisor in managing other index-based ETF portfolios; (iv) the extent to which economies of scale might be realized as the New ETF grows and whether fee levels reflect economies of scale, if any, for the benefit of the New ETF's shareholders; and (v) other benefits to the Advisor and/or its affiliates from the relationship to the New ETF. It was noted that certain of this information had been previously provided as part of the Annual 15c Response.

The Independent Trustees consulted with Independent Trustee Counsel concerning their responsibilities under state and federal law with respect to their consideration of the approval of the Unitary Fee Agreement and other agreements with respect to the New ETF. It was noted that the Independent Trustees requested, and received, information from the Advisor concerning the New ETF.

In response to the request from the Independent Trustees, the Advisor provided information and reports relevant to the approval of the Unitary Fee Agreement, including, among other things: (i) information about the advisory services to be provided by the Advisor with respect to the New ETF; (ii) the Advisor's Form ADV; (iii) biographies of the employees of the Advisor who are primarily responsible for providing investment advisory services to the New ETF; (iv) information regarding the proposed contractual fees with respect to the New ETF; (v) comparative industry fee data; (vi) information regarding the Advisor's trade allocation and best execution policies and procedures; (vii) information about the financial condition of the Advisor; (viii) information regarding how the Advisor expects to monitor the New ETF's compliance with regulatory requirements and Trust procedures; and (ix) the Advisor's reputation, expertise and resources.

In evaluating this information, the Board was advised by legal counsel to the New ETF, and the Independent Trustees were advised separately by Independent Trustee Counsel. In its deliberations, the Board did not identify any single factor as all-important or controlling and individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent and Quality of the Advisor's Services

The Board reviewed the nature, extent and quality of the investment advisory services to be performed by the Advisor with respect to the New ETF. The Board focused on the quality of the personnel and operations at the Advisor and the systems and processes required to manage the New ETF effectively. In particular, the Board considered the following:

•  the investment objective of the New ETF and the Advisor's description of the skills needed to manage the New ETF;

•  the key features of the New ETF, including investment strategies of the New ETF, as well as the possible employment of optimization/sampling techniques necessary to manage the New ETF and develop creation and redemption baskets;

•  the size and experience of the Advisor's portfolio staff and the Advisor's ability to recruit, train and retain personnel with relevant experience and the specific expertise necessary to manage the New ETF;

•  the structure of the portfolio staff compensation program and the incentives it is intended to provide;

•  the collateral, credit and cash management functions at the Advisor;

•  significant investment in personnel and state-of-the-art technology that the Advisor has made over the course of several years; and

•  information regarding allocation of brokerage on behalf of other ETFs managed by the Advisor and the Advisor's practices regarding the selection of counterparties for the New ETF's portfolio transactions.

The Board considered that the Advisor will oversee the operations of the New ETF, including oversight of the New ETF's service providers, and will provide compliance services to the New ETF.

Based upon its review, the Board, including all of the Independent Trustees, concluded that (i) the investment advisory services to be provided by the Advisor with respect to the New ETF were expected to be of high quality, (ii) the Advisor has successfully achieved the investment goals of the existing operational Funds in the Trust, and (iii) it was generally satisfied with the nature, quality and extent of services expected to be provided to the New ETF.

Comparison of Services and Fees

The Advisor presented information about the fairness and reasonableness of the fees proposed to be payable to the Advisor in light of the services to be provided to the New ETF by or at the expense of the Advisor, the costs of these services and the comparability to the fees paid by other investment companies, including ETFs, offering strategies similar in nature and extent to the New ETF. The Board discussed the methodology used to prepare the comparative fee data for the New ETF and the potential limitations of such data. The Advisor presented information about the significant drivers of cost.

178 :: BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTSPROSHARES TRUST

The Board reviewed information prepared by the independent consultant comparing management and expense information for the New ETF to that of a peer groups of funds (the "Peer Group") determined by the consultant as well as to the relevant fund category determined by the consultant. The Board reviewed Peer Group and category information prepared by the consultant comparing the contractual advisory fee rate to be paid by the New ETF to other funds with investment objectives most similar to the New ETF. The Board noted the difficulty in compiling the Peer Group because, by design, the New ETF is unique and, therefore, few (if any) funds with substantially similar objectives and strategies may be available. It was noted that the index that the New ETF will track is also new. Notwithstanding this difficulty, the Board found the comparative information it received to be useful in its evaluation of the reasonableness of the Advisor's proposed fees. The Board noted that the proposed fees for the New ETF are the same as the universe average and are slightly below the universe median.

The Board recognized that it is difficult to make comparisons of fees across fund complexes because there may be variations in the services that are included in the fees paid by other funds. The Board concluded that the New ETF's unitary fee rate was reasonable given the services proposed to be provided and the fees charged by other funds in the Peer Group.

Profitability

The Board noted that the New ETF had not yet started operations, so that it could not yet evaluate the Advisor's profitability related to the New ETF. It was noted that each year, as part of its annual contract renewal process, the Trustees discuss the Advisor's profit margin, including the methodology used in the Advisor's profitability analysis, and receive information provided by the Advisor relating to its financial condition and overall profitability related to its management of the funds in the fund complex.

The Independent Trustees met in Executive Session with Independent Trustee Counsel to discuss and evaluate the information provided by the Advisor and the independent consultant.

The Board considered and discussed with representatives of the Advisor the significant drivers of cost incurred by or expected to be incurred by the Advisor in managing the New ETF, including, but not limited to, intellectual capital, regulatory compliance and entrepreneurial risk, and considered the costs that investors likely would incur if they independently sought to achieve the objectives of the New ETF.

Investment Performance of the Fund and the Advisor

The Trustees noted that the New ETF had not yet commenced operations and, therefore, there was no performance information for the New ETF to consider. The Trustees noted, however, the Advisor's performance record in managing other ETFs that seek to track the performance of a securities index.

Economies of Scale

The Board considered the New ETF's fee arrangements with the Advisor and noted that under the Unitary Fee Agreement the fee would stay the same as asset levels increased. The Board also noted that the Advisor was obligated to pay certain of the New ETF's operating expenses and that the Advisor would be contractually obligated to pay actual costs above the Unitary Fee (other than excluded costs) and that the Unitary Fee Agreement will provide an effective cap on the New ETF's normal operating expenses. The Board also noted the Advisor's representation that such an arrangement provided important distribution benefits for the New ETF and addressed competitive pressures within the ETF industry.

Other Benefits

The Board also considered any indirect, or "fall-out," benefits of the Advisor or its affiliates to be derived from the relationship to the New ETF but concluded that such benefits were not material to their considerations.

Conclusions

The Board, including all of the Independent Trustees, concluded that in light of all the circumstances, the terms of the Unitary Fee Agreement for the New ETF were fair and reasonable and approved the Unitary Fee Agreement.

PROSHARES TRUSTBOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS :: 179

At a meeting held on February 8, 2022, the Board of Trustees (the "Board") of ProShares Trust (the "Trust") considered the initial approval of the Investment Advisory and Management Agreement (the "Unitary Fee Agreement") between the Trust and ProShare Advisors LLC (the "Advisor") with respect to the ProShares Supply Chain Logistics ETF (the "New ETF").

In response to a request from the Independent Trustees, the Advisor provided information for the Board to consider relating to the approval of the Unitary Fee Agreement, including information that addressed, among other things: (i) the nature, extent, and quality of the services that were provided or proposed to be provided by the Advisor; (ii) the costs of the services to be provided and the profits realized by the Advisor; (iii) the investment performance of the Advisor in managing other index-based ETF portfolios; (iv) the extent to which economies of scale might be realized as the New ETF grows and whether fee levels reflect economies of scale, if any, for the benefit of the New ETF's shareholders; and (v) other benefits to the Advisor and/or its affiliates from the relationship to the New ETF. It was noted that certain of this information had been previously provided as part of the Annual 15c Response.

The Independent Trustees consulted with Independent Trustee Counsel concerning their responsibilities under state and federal law with respect to their consideration of the approval of the Unitary Fee Agreement and other agreements with respect to the New ETF. It was noted that the Independent Trustees requested, and received, information from the Advisor concerning the New ETF.

In response to the request from the Independent Trustees, the Advisor provided information and reports relevant to the approval of the Unitary Fee Agreement, including, among other things: (i) information about the advisory services to be provided by the Advisor with respect to the New ETF; (ii) the Advisor's Form ADV; (iii) biographies of the employees of the Advisor who are primarily responsible for providing investment advisory services to the New ETF; (iv) information regarding the proposed contractual fees with respect to the New ETF; (v) comparative industry fee data; (vi) information regarding the Advisor's trade allocation and best execution policies and procedures; (vii) information about the financial condition of the Advisor; (viii) information regarding how the Advisor expects to monitor the New ETF's compliance with regulatory requirements and Trust procedures; and (ix) the Advisor's reputation, expertise and resources.

In evaluating this information, the Board was advised by legal counsel to the New ETF, and the Independent Trustees were advised separately by Independent Trustee Counsel. In its deliberations, the Board did not identify any single factor as all-important or controlling and individual Trustees did not necessarily attribute the same weight or importance to each factor.

Nature, Extent and Quality of the Advisor's Services

The Board reviewed the nature, extent and quality of the investment advisory services to be performed by the Advisor with respect to the New ETF. The Board focused on the quality of the personnel and operations at the Advisor and the systems and processes required to manage the New ETF effectively. In particular, the Board considered the following:

•  the investment objective of the New ETF and the Advisor's description of the skills needed to manage the New ETF;

•  the key features of the New ETF, including investment strategies of the New ETF, as well as the possible employment of optimization/sampling techniques necessary to manage the New ETF and develop creation and redemption baskets;

•  the size and experience of the Advisor's portfolio staff and the Advisor's ability to recruit, train and retain personnel with relevant experience and the specific expertise necessary to manage the New ETF;

•  the structure of the portfolio staff compensation program and the incentives it is intended to provide;

•  the collateral, credit and cash management functions at the Advisor;

•  significant investment in personnel and state-of-the-art technology that the Advisor has made over the course of several years; and

•  information regarding allocation of Existing Fund brokerage and the selection of counterparties for New ETF portfolio transactions.

The Board considered that the Advisor will oversee the operations of the New ETF, including oversight of the New ETF's service providers, and will provide compliance services to the New ETF.

Based upon its review, the Board, including all of the Independent Trustees, concluded that (i) the investment advisory services to be provided by the Advisor with respect to the New ETF were expected to be of high quality, (ii) the Advisor has successfully achieved the investment goals of the existing operational Funds in the Trust, and (iii) it was generally satisfied with the nature, quality and extent of services expected to be provided to the New ETF.

Comparison of Services and Fees

The Advisor presented information about the fairness and reasonableness of the fees proposed to be payable to the Advisor in light of the services to be provided to the New ETF by or at the expense of the Advisor, the costs of these services and the comparability to the fees paid by other investment companies, including ETFs, offering strategies similar in nature and extent to the New ETF. The Board discussed the methodology used to prepare the comparative fee data for the New ETF and the potential limitations of such data. The Advisor presented information about the significant drivers of cost.

The Board considered the structure of the proposed unitary advisory and management fee, including the nature of the services and costs that were included in the fee and those that were excluded. The Board reviewed information prepared by the independent consultant comparing

180 :: BOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTSPROSHARES TRUST

management and expense information for the New ETF to that of a peer group (the "Peer Group") determined by the consultant as well as to the relevant fund category determined by the consultant. The Board reviewed Peer Group and category information prepared by the consultant comparing the contractual advisory fee rate to be paid by the New ETF to other funds with investment objectives most similar to the New ETF. The Board noted the difficulty in compiling the Peer Group because, by design, the New ETF is unique and, therefore, few (if any) funds with substantially similar objectives and strategies may be available. It was noted that the index that the New ETF will track is also new. Notwithstanding this difficulty, the Board found the comparative information it received to be useful in its evaluation of the reasonableness of the Advisor's proposed fees.

The Board recognized that it is difficult to make comparisons of fees across fund complexes because there may be variations in the services that are included in the fees paid by other ETFs. The Board concluded that the New ETF's unitary fee rates were reasonable given the services proposed to be provided and the fees charged by the Peer Group.

Profitability

The Board noted that the New ETF had not yet started operations, so that it could not yet evaluate the Advisor's profitability related to the New ETF. It was noted that each year, as part of its annual contract renewal process, the Trustees discuss the Advisor's profit margin, including the methodology used in the Advisor's profitability analysis.

The Independent Trustees met in Executive Session with Independent Trustee Counsel to discuss and evaluate the information provided by the Advisor and the independent consultant. Among other things, the Trustees received information provided by the Advisor regarding its financial condition and overall profitability related to its management of the Funds in the fund complex.

The Board considered and discussed with representatives of the Advisor the significant drivers of cost incurred by or expected to be incurred by the Advisor in managing the New ETF, including, but not limited to, intellectual capital, regulatory compliance and entrepreneurial risk, and considered the costs that investors likely would incur if they independently sought to achieve the objectives of the New ETF.

Investment Performance of the Fund and the Advisor

The Trustees noted that the New ETF had not yet commenced operations and, therefore, there was no performance information for the New ETF to consider. The Trustees noted, however, the Advisor's performance record in managing other ETFs that seek to track the performance of a securities index.

Economies of Scale

The Board considered the New ETF's fee arrangements with the Advisor and noted that under the Unitary Fee Agreement the advisory fee would stay the same as asset levels increased. The Board also noted that the Advisor was obligated to pay certain of the New ETF's operating expenses and that the Advisor would be contractually obligated to pay actual costs above the Unitary Fee (other than excluded costs) and that the Unitary Fee Agreement provided an effective cap on the New ETF's normal operating expenses. The Board also noted the Advisor's representation that such an arrangement provided important distribution benefits for the New ETF and addressed competitive pressures within the ETF industry, particularly with other "strategic" funds such as the New ETF.

Other Benefits

The Independent Trustees also considered any indirect, or "fall-out," benefits of the Advisor or its affiliates to be derived from the relationship to the New ETF but concluded that such benefits were relatively insignificant.

Conclusions

The Board, including all of the Independent Trustees, concluded that it was in the best interests of the New ETF and its prospective shareholders to approve the Unitary Fee Agreement and that the terms of the Unitary Fee Agreement for the New ETF were fair and reasonable.

PROSHARES TRUSTBOARD APPROVAL OF INVESTMENT ADVISORY AGREEMENTS :: 181

Federal Tax Information

Pursuant to Section 853 of the Internal Revenue Code, the Funds may elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. In addition, these funds have derived net income from foreign countries. For the tax year ended October 31, 2021, the following funds had foreign tax credit and foreign source income:

Fund	Foreign Tax Credit		Foreign Source Income
Global Listed Private Equity ETF	$	16,667	$	243,816
MSCI EAFE Dividend Growers ETF		290,838		2,798,097
MSCI Emerging Markets Dividend Growers ETF		120,250		319,115
MSCI Europe Dividend Growers ETF		17,896		200,473

Funds with Short-Term Capital Gain Designation

For the tax year ended October 31, 2021, the Trust does not have any ordinary distributions paid during the Trust's tax year that are from qualified short-term capital gain. The funds designate up to the maximum amount of Qualified Short-Term Gains.

Funds with Equalization

For the tax year ended October 31, 2021, the following Funds utilized equalization to offset long-term capital gains with the amounts stated below:

Fund	Long-Term
Hedge Replication ETF	$	215,367
Online Retail ETF		122,958
Pet Care ETF		89,272
S&P 500® Ex-Health Care ETF		38,529
S&P Technology Dividend Aristocrats ETF		294,435

Proxy Voting Information

A description of the Trust's (1) proxy voting policies, (2) proxy voting procedures and (3) information regarding how the Trust voted any proxies related to portfolio securities for the prior twelve-month period ended June 30, is available by August 31 of each year, without charge, upon request by contacting the Fund directly at 1-866-PRO-5125 or on the Securities and Exchange Commission ("SEC") Website (http://www.sec.gov).

Quarterly Portfolio Holdings Information

The Funds will file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT (Form N-Q for filings prior to March 1, 2019). The Funds' Form N-PORT will be available on the SEC's Website at http://www.sec.gov. The Funds' Form N-PORT may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Premium/Discount Information

Information about the differences between the daily market price on the secondary markets for shares of a Fund and the Fund's net asset value may be found on the website at www.ProShares.com

182 :: MISC. INFORMATION (UNAUDITED)PROSHARES TRUST

Name, Address and Birth Date	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios* in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Independent Trustees
William D. Fertig c/o ProFunds 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 9/56	Trustee	Indefinite; June 2011 to present	Context Capital Management (Alternative Asset Management): Chief Investment Officer (September 2002 to present)	ProShares (119) ProFunds (116)	Context Capital
Russell S. Reynolds, III c/o ProFunds 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 7/57	Trustee	Indefinite; November 2005 to present	RSR Partners and predecessor company (Retained Executive Recruitment and Corporate Governance Consulting): Managing Director (February 1993 to present)	ProShares (119) ProFunds (116)	RSR Partners, Inc.
Michael C. Wachs c/o ProFunds 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 10/61	Trustee	Indefinite; November 2005 to present	Linden Lane Capital Partners LLC (Real Estate Investment and Development): Managing Principal (2010 to present)	ProShares (119) ProFunds (116)	NAIOP (the Commercial Real Estate Development Association)
Interested Trustee and Chairman of the Board
Michael L. Sapir** 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 5/58	Trustee and Chairman	Indefinite; 2002 to present	Chairman and Chief Executive Officer of the ProShare Advisors (November 2005 to present); ProFund Advisors LLC (April 1997 to present); and ProShare Capital Management LLC (August 2008 to present)	ProShares (119) ProFunds (116)

*  Represents number of operational portfolios in Fund complex overseen by Trustee.

**  Mr. Sapir is an "interested person," as defined by the 1940 Act, because of his ownership interest in ProShare Advisors.

The Statement of Additional Information ("SAI") includes additional information about the Trust's Trustees and is available, without charge, upon request by contacting the Fund directly at 1-866-PRO-5125.

PROSHARES TRUST TRUSTEES AND EXECUTIVE OFFICERS OF PROSHARES TRUST (UNAUDITED) :: 183

Name, Address and Birth Date	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Officers
Todd B. Johnson 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 1/64	President	Indefinite; January 2014 to present	Chief Investment Officer of the Proshare Advisors (December 2008 to present); ProFund Advisors LLC (December 2008 to present); and ProShare Capital Management LLC (February 2009 to present)
Maria PC Sell 3 Canal Plaza, Suite 100 Portland, ME 04101 Birth Date: 2/78	Treasurer	Indefinite; June 2022 to present	Director, Fund Officer Services, Foreside Financial Group, LLC (June 2021 to present); Assistant Treasurer, ProShares Trust (September 2021 to June 2022); Franklin Templeton: Director, Fund Administration and Reporting (April 2014 to April 2021)
Victor M. Frye, Esq. 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 10/58	Chief Compliance Officer and AML Officer	Indefinite; November 2005 to present	Counsel and Chief Compliance Officer of the ProShare Advisors (December 2004 to present) and ProFund Advisors LLC (October 2002 to present); Secretary of ProFunds Distributors, Inc. (April 2008 to present)
Richard F. Morris 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 8/67	Chief Legal Officer and Secretary	Indefinite; December 2015 to present	General Counsel of ProShareAdvisors; ProFund Advisors LLC; and ProShare Capital Management LLC (December 2015 to present); Chief Legal Officer of ProFunds Distributors, Inc. (December 2015 to present)

184 :: TRUSTEES AND EXECUTIVE OFFICERS OF PROSHARES TRUST (UNAUDITED) PROSHARES TRUST

ProShares Trust

7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814

866.PRO.5125 866.776.5125

ProShares.com

Certain Strategic ETFs seek returns that are 1x the return of an index or other benchmark (target) for a single day and over time. Other Strategic ETFs seek returns that are -1x the return of an index or other benchmark (target) for a single day, as measured from one NAV calculation to the next. Due to the compounding of daily returns, those ETFs' returns over periods other than one day will likely differ in amount and possibly direction from the target return for the same period. These effects may be more pronounced in funds with inverse multiple and in funds with volatile benchmarks. Investors should monitor their holdings consistent with their strategies, as frequently as daily. For more on correlation, leverage and other risks, please read the prospectus.

This report is submitted for the general information of the shareholders of ProShares. It is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus. To obtain the most recent month end performance information for each ETF, visit ProShares.com.

"S&P Merger Arbitrage", "S&P 500^® Dividend Aristocrats^®", "S&P Strategic Futures Index", "S&P MidCap 400^® Dividend Aristocrats^®", "S&P Technology Dividend Aristocrats^®", certain "S&P Select Industry Indices", "S&P 500^® Ex-Energy Index", "S&P 500^® Ex-Financials & Real Estate Index", "S&P 500^® Ex-Health Care Index", "S&P 500^® Ex-Information Technology Index" and "Dow Jones Brookfield Global Infrastructure Composite Index" are products of S&P Dow Jones Indices LLC and its affiliates. The "Russell 2000^® Dividend Growth Index" and "Russell 3000^® Dividend Elite Index" are a trademark of Russell Investment Group. "MSCI EAFE Dividend Masters Index", "MSCI Europe Dividend Masters Index" and "MSCI Emerging Markets Dividend Masters Index" are service marks of MSCI. "Credit Suisse 130/30 Large Cap Index^TM" is a trademark of Credit Suisse Securities (USA) LLC or one of its affiliates. "Merrill Lynch Factor Model — Exchange Series", "Merrill Lynch Factor Model^®" and "Merrill Lynch International^TM" are intellectual property of Merrill Lynch, Pierce, Fenner & Smith Incorporated^TM or its affiliates ("BofAML"). "Solactive^®" is a trademark of Solactive AG, "CITI" is a trademark and service mark of Citigroup Inc. or its affiliates, and is used and registered throughout the world. "LPX^® Direct Listed Private Equity Index" and "LPX^®" are registered trademarks of LPX GmbH. "Deutsche Bank" and "DBIQ Short Duration Emerging Market Bond Index^SM" are service marks of Deutsche Bank AG. "Bloomberg^®", "Bloomberg Commodity Index^SM" and the names identifying each of the individual Bloomberg Commodity Subindexes are trademarks or service marks of Bloomberg Finance L.P. and its affiliates (collectively, "Bloomberg"). "FTSE Developed Europe All Cap Index" is a trademark of the FTSE International Limited ("FTSE"). All have been licensed for use by ProShares. "FTSE^®" is a trademark of the London Stock Exchange plc and The Financial Times Limited and is used by FTSE International Limited ("FTSE") under license. ProShares have not been passed on by these entities or their subsidiaries or affiliates as to their legality or suitability. ProShares are not sponsored, endorsed, sold or promoted by these entities or their subsidiaries or affiliates, and they make no representation regarding the advisability of investing in ProShares. THESE ENTITIES AND THEIR SUBSIDIARIES AND AFFILIATES MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO PROSHARES.

© 2021 ProShare Advisors LLC. All rights reserved.   PSSAN0522

ANNUAL REPORT

MAY 31, 2022

Geared

Short 7-10 Year Treasury  TBX

Short 20+ Year Treasury  TBF

Short Dow30^SM  DOG

Short Financials  SEF

Short FTSE China 50  YXI

Short High Yield  SJB

Short MidCap400  MYY

Short MSCI EAFE  EFZ

Short MSCI Emerging Markets  EUM

Short QQQ  PSQ

Short Real Estate  REK

Short Russell2000  RWM

Short S&P500^®  SH

Short SmallCap600  SBB

Ultra 7-10 Year Treasury  UST

Ultra 20+ Year Treasury  UBT

Ultra Basic Materials  UYM

Ultra Consumer Goods  UGE

Ultra Consumer Services  UCC

Ultra Dow30^SM  DDM

Ultra Financials  UYG

Ultra FTSE China 50  XPP

Ultra FTSE Europe  UPV

Ultra Health Care  RXL

Ultra High Yield  UJB

Ultra Industrials  UXI

Ultra MidCap400  MVV

Ultra MSCI Brazil Capped  UBR

Ultra MSCI EAFE  EFO

Ultra MSCI Emerging Markets  EET

Ultra MSCI Japan  EZJ

Ultra Nasdaq Biotechnology  BIB

Ultra Nasdaq Cloud Computing  SKYU

Ultra Nasdaq Cybersecurity  UCYB

Ultra Oil & Gas  DIG

Ultra QQQ  QLD

Ultra Real Estate  URE

Ultra Russell2000  UWM

Ultra S&P500^®  SSO

Ultra Semiconductors  USD

Ultra SmallCap600  SAA

Ultra Technology  ROM

Ultra Telecommunications  LTL

Ultra Utilities  UPW

UltraPro Dow30^SM  UDOW

UltraPro MidCap400  UMDD

UltraPro QQQ  TQQQ

UltraPro Russell2000  URTY

UltraPro S&P500^®  UPRO

UltraPro Short 20+ Year Treasury  TTT

UltraPro Short Dow30^SM  SDOW

UltraPro Short MidCap400  SMDD

UltraPro Short QQQ  SQQQ

UltraPro Short Russell2000  SRTY

UltraPro Short S&P500^®  SPXU

UltraShort 7-10 Year Treasury  PST

UltraShort 20+ Year Treasury  TBT

UltraShort Basic Materials  SMN

UltraShort Consumer Goods  SZK

UltraShort Consumer Services  SCC

UltraShort Dow30^SM  DXD

UltraShort Financials  SKF

UltraShort FTSE China 50  FXP

UltraShort FTSE Europe  EPV

UltraShort Health Care  RXD

UltraShort Industrials  SIJ

UltraShort MidCap400  MZZ

UltraShort MSCI Brazil Capped  BZQ

UltraShort MSCI EAFE  EFU

UltraShort MSCI Emerging Markets  EEV

UltraShort MSCI Japan  EWV

UltraShort Nasdaq Biotechnology  BIS

UltraShort Oil & Gas  DUG

UltraShort QQQ  QID

UltraShort Real Estate  SRS

UltraShort Russell2000  TWM

UltraShort S&P500^®  SDS

UltraShort Semiconductors  SSG

UltraShort SmallCap600  SDD

UltraShort Technology  REW

UltraShort Utilities  SDP

PROSHARES TRUST  Distributor: SEI Investments Distribution Co.

TABLE OF CONTENTS

I	Shareholder Letter
II	Management Discussion of Fund Performance
LXXXVII	Expense Examples
1	Schedule of Portfolio Investments
174	Statements of Assets and Liabilities
189	Statements of Operations
204	Statements of Changes in Net Assets

232	Financial Highlights
262	Notes to Financial Statements
297	Report of Independent Registered Public Accounting Firm
299	Miscellaneous Information
300	Trustees and Executive Officers of ProShares Trust

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DEAR SHAREHOLDER:

During these times of geopolitical and economic uncertainty, I want to reaffirm our commitment to providing you, our investors, with products and services to help you meet your investment objectives. ProShares remains focused on ensuring the effective management of our funds. The following is the ProShares Trust Annual Report for the 12 months ended May 31, 2022.

U.S. Stocks Decline Sharply After a Strong Year

U.S. stock performance during the reporting period could effectively be split into two parts. Buoyed by the federal stimulus packages, near-zero interest rates, the robust rollout of COVID-19 vaccines, and strong corporate earnings, U.S. stocks ended 2021 on a winning streak. The S&P 500^® rose 28.7% for the year, clocking in its third-best yearly performance of the century. The Dow^® and Nasdaq-100 Index^® gained 20.95% and 27.51%, respectively. The first months of 2022, however, saw a sharp reversal of this trend as volatility returned amid mounting inflationary pressures, rising interest rates, tightening monetary policy, and Russia's invasion of Ukraine. The S&P 500 hit correction territory for the first time since the official declaration of a global pandemic by the World Health Organization in March 2020, declining by more than 10% at its lowest points in February relative to its January peak. With the notable exception of commodities like oil and gas, whose prices have surged amid sanctions against Russia, nearly all asset classes experienced selloffs in the past five months. The technology sector, in particular, has seen a sharp turnaround after its strong performance during the first half of the period.

The large-cap S&P 500 declined 0.3% over the reporting period, and the Dow lost 2.7%. The Nasdaq-100 declined 7.0%. The S&P MidCap 400^® dropped 6.5%, and the small-cap Russell 2000^® Index declined 17.0%. Of the 11 Dow Jones U.S. Industry Index sectors, four sectors rose. The best performers were oil & gas (72.8%), utilities (17.3%), and health care (4.6%). The biggest laggards were consumer services (-19.8%) and industrials (-12.8%), with technology, financials, and telecom also declining by over 3%.

Boom in International Equities Comes to an End

Equities in developed markets outside the United States followed a similar pattern, rising in the second half of 2021 before dropping as Russia's invasion of Ukraine sent shockwaves throughout the world economy. Emerging markets, however, largely declined throughout the 12 months, driven by a selloff in China amid a regulatory crackdown. Most major international indexes posted negative returns over the reporting period: The MSCI EAFE Index^®, which tracks developed markets outside North America, fell 10.7%. The MSCI Europe Index^® dropped 9.9%, while the MSCI Japan Index^® lost 13.5%. The MSCI Emerging Markets Index^® fell 18.9%, and the FTSE China 50 Index^® declined 28.1%.

U.S. Fixed-Income Markets Decline Sharply

Bonds struggled in the latter half of 2021 as the market acknowledged the beginning of the Fed's tapering program and interest rates began to rise. In response to the fastest inflation in 40 years, the Fed raised interest rates by 25 basis points in March and 50 basis points in May. This spurred a selloff in the bond markets, overriding investors' typical flight-to-quality in times of geopolitical distress. Over the 12 months, the Barclays U.S. Aggregate Bond Index^® declined 8.2%. The Ryan Labs Treasury 30-Year and 10-Year Indexes lost 18.7% and 10.8%, respectively. Investment-grade corporate bonds, as measured by the Markit iBoxx $ Liquid Investment Grade Index^®, declined 11.5%, while their high-yield peers lost 4.9%, based on the Markit iBoxx $ Liquid High Yield Index^®.

Economy Slows

Geopolitical headwinds jolted the world economy, adding to the mounting inflationary pressures and supply chain disruptions from the pandemic. After increasing at a steady clip in the second half of 2021, U.S. GDP contracted at an estimated annual rate of 1.5% in the first quarter of 2022. The labor market, however, remains strong, with a national unemployment rate of 3.6% for May. The U.S. dollar rose 9.7%, based on the Bloomberg Dollar Spot Index.

Investors Find Opportunities Amid Complex Markets

Investors in ProShares' leveraged ETFs based on the NASDAQ-100 Index saw broad opportunities during the first half of the period. Yet, when the market turned in 2022, ProShares investors were presented with opportunities across a number of inverse ETFs and in other funds designed to outperform amid rising rates or volatile environments.

In October, ProShares launched Bitcoin Strategy ETF (BITO), the industry's first U.S. bitcoin-linked ETF. BITO provides investors with a way to gain bitcoin futures exposure through their existing brokerage accounts — with the transparency, liquidity, and additional benefits of an ETF structure. Net flows into ProShares increased overall ($15.2 billion) over the reporting period.

During these uncertain times, many investors turn to ProShares ETFs because our strong lineup of funds offers short and leveraged market exposure across a broad array of market segments. This enables investors to choose the investments that most effectively align with their market views. We thank you for the trust and confidence you have placed in us by choosing ProShares and appreciate the opportunity to continue serving your investment needs.

Sincerely,

Michael L. Sapir
Chairman of the Board of Trustees

PROSHARES.COM :: I

MANAGEMENT DISCUSSION
OF FUND PERFORMANCE

II :: MAY 31, 2022 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

Investment Strategies and Techniques — Geared Funds:

Eighty one (81) ProShares Geared exchange-traded funds ("ETFs") were in existence for the entire period covered by this annual report (each ProShares Geared ETF, a "Fund" and, collectively, the "Funds").

Each Fund seeks daily investment results, before fees and expenses, that correspond to the performance of a daily benchmark such as the multiple (i.e., 3x or 2x), the inverse (-1x) or an inverse multiple (i.e., -3x or -2x) of an underlying index for a single day, not for any other period. This means the Funds seek investment results for a single day only, as measured from the time a Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation, not for longer periods. The return of a Fund for a period longer than a single day will be the result of each day's returns compounded over the period, which will very likely differ from the Fund's stated leveraged, inverse, or inverse leveraged multiple times the return of the Fund's index for that period. During periods of higher market volatility, the volatility of a Fund's index may affect the Fund's return as much as or more than the return of the index.

ProShare Advisors LLC ("PSA"), the Funds' investment adviser, uses a passive approach in seeking to achieve the investment objective of each Fund. Using this approach, PSA determines the type, quantity and mix of investment positions that a Fund should hold to approximate the daily performance of its index.

When managing the Funds, PSA does not invest the assets of the Funds in securities or financial instruments based on its view of the investment merit of a particular security, instrument, or company. In addition, PSA does not conduct conventional investment research or analysis, forecast market movements, trends or market conditions, or take defensive positions in managing assets of the Funds.

The Funds make significant use of investment techniques that may be considered aggressive, including the use of swap agreements, futures contracts, and similar instruments (collectively, "derivatives"). Funds using derivatives are exposed to risks different from, or possibly greater than, the risks associated with investing directly in securities, including one or more of the following: counterparty risk (i.e., the risk that a counterparty is unable or unwilling to make timely payments to meet its contractual obligations) on the amount a Fund expects to receive from a derivatives counterparty, liquidity risk (i.e., the risk that a Fund might not be able to acquire or dispose of certain holdings quickly or at prices that represent true market value in the judgment of PSA), and increased correlation risk (i.e., the risk that a Fund may not be able to achieve a high degree of correlation with its index or a multiple or inverse thereof). If a counterparty becomes bankrupt, or fails to perform its obligations, the value of an investment in a Fund may decline. With respect to swaps and forward contracts, the Funds seek to mitigate counterparty risk by generally requiring derivatives counterparties to post collateral for the benefit of each Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owes the Fund, subject to certain minimum thresholds.

The Funds primarily enter into derivatives with counterparties that are major global financial institutions. Any costs associated with using derivatives will have the effect of lowering a Fund's return.

Factors that Materially Affected the Performance of Each Fund during the Year Ended May 31, 2022¹:

Primary factors affecting Fund performance, before fees and expenses, include the following: the total return of the securities and derivatives (if any) held by a Fund, including the performance of the reference assets to which any derivatives are linked, financing rates paid or earned by a Fund associated with cash and, in certain cases, derivative positions; stock dividends, premiums and bond yields paid or earned by a Fund (including those included in the total return of derivatives contracts); the types of derivative contracts (if any) used by a Fund and their correlation to the relevant index or asset fees, expenses, and transaction costs; the volatility of a Fund's index (and its impact on compounding); and other miscellaneous factors.

•  Index Performance: The performance of each Fund's index and, in turn, the factors and market conditions affecting that index are principal factors driving Fund performance.²

•  Compounding of Daily Returns and Volatility: Each Fund seeks daily investment results, before fees and expenses, that correspond to the performance of a daily benchmark such as the multiple (i.e., 3x or 2x), the inverse (-1x) or an inverse multiple (i.e., -3x or -2x) of its underlying index for a single day only, not for any other period. For longer periods, performance may be greater than or less than a Fund's one-day multiple times the index performance over the period, before fees and expenses. This is due to the effects of compounding, which exists in all investments, but has a more significant impact on geared funds. In general, during periods of higher index volatility, compounding will cause Fund performance for periods longer than a single day to be more or less than the multiple of the return of the index. This effect becomes more pronounced as volatility increases. Conversely, in periods of lower index volatility (particularly when combined with higher index returns), Fund returns over longer periods can be higher than the multiple of the return of the index. Actual results for a particular period, before fees and expenses, are also dependent on the following factors: a) period of time; b) financing rates associated with derivatives; c) other Fund expenses; d) dividends and interest paid with respect to the securities in the index, e) the index's volatility; and f) the index's performance. Longer holding periods, higher index volatility, inverse exposure and/or greater leverage each exacerbates the impact of compounding on a Fund's performance. During periods of higher index volatility, the volatility of an index may affect a Fund's return as much as or more than the return of its index. Daily volatility for the U.S. equity markets increased from a year ago. The volatility for the S&P 500 for the year ended May 31, 2022, was 18.10%, which was slightly higher than the prior year's volatility of 17.28%. The volatility of each index utilized by a Fund is shown below.

1  Past performance is not a guarantee of future results.

2  Indexes do not actually hold a portfolio of securities and/or financial instruments. Indexes do not incur fees, expenses and transaction costs. Fees, expenses and transaction costs incurred by the Funds negatively impact the performance of the Funds relative to their respective indexes. Performance of each Fund will generally differ from the performance of the Fund's index.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: MAY 31, 2022 :: III

Underlying Index	One Year Index Volatility
MSCI Brazil 25/50 Index®		27.84	%
NASDAQ Biotechnology Index®		25.44	%
FTSE China 50 Index®		35.56	%
Dow Jones U.S. Oil & GasSM Index		29.93	%
Dow Jones U.S. SemiconductorsSM Index		37.53	%
Dow Jones U.S. Basic MaterialsSM Index		20.95	%
ISE Cloud Computing Total Return Index		33.15	%
Russell 2000® Index		23.87	%
Dow Jones U.S. FinancialsSM Index		19.40	%
S&P SmallCap 600® Index		21.84	%
FTSE Developed Europe All-Cap Index®		19.82	%
MSCI Japan Index®		17.57	%
S&P MidCap 400® Index		20.78	%
Dow Jones U.S. TechnologySM Index		27.46	%
Dow Jones U.S. Real EstateSM Index		18.45	%
Dow Jones U.S. IndustrialsSM Index		18.10	%
NASDAQ-100® Index		25.13	%
Dow Jones U.S. Select TelecommunicationsSM Index		17.05	%
Dow Jones U.S. Health CareSM Index		15.55	%
MSCI Emerging Markets Index®		17.62	%
MSCI EAFE Index®		15.65	%
S&P 500® Index		18.10	%
Dow Jones U.S. Consumer ServicesSM Index		22.86	%
Dow Jones Industrial AverageSM		15.59	%
ICE U.S. Treasury 20+ Year Bond Index		15.95	%
Dow Jones U.S. UtilitiesSM Index		15.12	%
Dow Jones U.S. Consumer GoodsSM Index		19.89	%
NASDAQ CTA Cybersecurity Index		26.12	%
ICE U.S. Treasury 7-10 Year Bond Index		7.14	%
Markit iBoxx® $ Liquid High Yield Index		4.87	%

•  Financing Rates Associated with Derivatives: The performance of each Fund was impacted by the related financing costs. Financial instruments such as futures contracts carry implied financing costs. Swap financing rates are negotiated between the Funds and their counterparties, and are set at the Fed Funds rate ("FEDL01") plus or minus a negotiated spread. This rate was changed from the one week/one month London Interbank Offered Rate ("LIBOR") in the third and fourth quarters of 2021. The Fed Funds rate appreciated from 0.05% to 0.83% during the fiscal year. Each Fund with long exposure via derivatives was generally negatively affected by financing rates. Conversely, most Funds with short/inverse derivative exposure generally benefited from financing rates. However, in low interest rate environments, LIBOR adjusted by the spread may actually result in a Fund with short/inverse exposure also being negatively affected by financing rates.

•  Stock Dividends and Bond Yields: The performance of Funds that provide long or leveraged long exposure was positively impacted by capturing the dividend, premium or income yield of the underlying assets to which they have exposure. The performance of Funds that provide inverse or leveraged inverse exposure was negatively impacted by virtue of effectively having to pay out the dividend, premium or income yield (or a multiple thereof, as applicable) associated with the assets to which they have short exposure.

•  Fees, Expenses, and Transaction Costs: Fees and expenses are listed in the financial statements of each Fund and may generally be higher, and thus have a more negative impact on Fund performance compared to many traditional index-based funds. Daily repositioning of each Fund's portfolio to maintain exposure consistent with its investment objective, high levels of shareholder creation and redemption activity, and use of leverage may lead to commensurate increases in portfolio transactions and transaction costs, which negatively impact the daily NAV of each Fund. Transaction costs are not reflected in the Funds' expense ratio. Transaction costs are generally higher for Funds whose indexes are more volatile, that seek to return a larger daily multiple of its index's return, that seek to return an inverse or inverse multiple of its index's return, that invest in foreign securities, and for Funds that hold or have exposure to assets that are comparatively less liquid than assets held by other Funds.

•  Miscellaneous factors: Each Fund holds a mix of securities and/or derivatives that is designed to provide returns that seek to achieve its investment objective. Certain Funds may obtain exposure to only a representative sample of the securities of their index and may not have investment exposure to all securities of the index or may have weightings that are different from that of its index. Certain Funds may also obtain exposure to securities not contained in their respective index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse or a multiple of the Index.

IV :: MAY 31, 2022 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

In addition, certain Funds invested in swap agreements that were based on ETFs that are designed to track the performance of the Fund's index rather than swap agreements that were based on the Fund's index. Because the closing price of an ETF may not perfectly track the performance of its index, there are deviations between the return of a swap whose reference asset is an ETF and the return of a swap based directly on the Fund's index. Thus, the performance of a Fund investing significantly in swap agreements based on an ETF may correlate less with its index than a Fund investing in swap agreements based directly on the Fund's index.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: MAY 31, 2022 :: V

ProShares Short 7-10 Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the ICE U.S. Treasury 7-10 Year Bond Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 7.67%¹. For the same period, the Index had a total return of –8.59%² with a volatility of 7.14%. For the period, the Fund had an average daily volume of 145,860 shares and an average daily statistical correlation of over 0.99 the inverse of the return of the Index.³

The Fund invests in financial instruments that ProShare Advisors LLC (the "Advisor") believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by ICE Data Indices, LLC. The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity of greater than or equal to seven years and less than or equal to ten years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected from financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Short 7-10 Year Treasury from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through October 13, 2016 reflects the performance of the Bloomberg Barclays U.S. 7-10 Year Treasury Bond Index. Index performance beginning on October 14, 2016 reflects the performance of the ICE U.S. Treasury 7-10 Year Bond Index.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Short 7-10 Year Treasury		7.67	%		-0.52	%		-1.77	%
ICE U.S. Treasury 7-10 Year Bond Index		-8.59	%		0.96	%		1.33	%

Expense Ratios**

Fund	Gross			Net
ProShares Short 7-10 Year Treasury		1.10	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(99	%)
Futures Contracts		(1	%)
Total Exposure		(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

ICE U.S. Treasury 7-10 Year Bond Index – Composition

	% of Index
7-10 Year U.S. Treasury		100	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

VI :: TBX SHORT 7-10 YEAR TREASURY :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Short 20+ Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the ICE U.S. Treasury 20+ Year Bond Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 12.81%¹. For the same period, the Index had a total return of –14.42%² and a volatility of 15.95%. For the period, the Fund had an average daily volume of 2,063,782 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by ICE Data Indices, LLC. The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity of greater than or equal to twenty years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected from financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Short 20+ Treasury from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through October 13, 2016 reflects the performance of the Bloomberg Barclays U.S. 20+ Year Treasury Bond Index. Index performance beginning on October 14, 2016 reflects the performance of the ICE U.S. Treasury 20+ Year Bond Index.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Short 20+ Year Treasury		12.81	%		-2.04	%		-3.45	%
ICE U.S. Treasury 20+ Year Bond Index		-14.42	%		0.88	%		1.62	%

Expense Ratios**

Fund	Gross			Net
ProShares Short 20+ Year Treasury		0.92	%		0.92	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(100	%)
Futures Contracts		(2	%)
Total Exposure		(102	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

ICE U.S. Treasury 20+ Year Bond Index – Composition

	% of Index
20+ Year U.S. Treasury		100	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT 20+ YEAR TREASURY TBF :: VII

ProShares Short Dow30^SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the Dow Jones Industrial Average^SM (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –0.39%¹. For the same period, the Index had a total return of –2.65%² and a volatility of 15.59%. For the period, the Fund had an average daily volume of 1,231,112 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a price-weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund generally negatively affected from financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Short Dow30^SM from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Short Dow30SM		-0.39	%		-13.25	%		-13.58	%
Dow Jones Industrial Average Index		-2.65	%		11.87	%		12.90	%

Expense Ratios**

Fund	Gross			Net
ProShares Short Dow30SM		0.96	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(94	%)
Futures Contracts		(6	%)
Total Exposure		(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones Industrial Average – Composition

	% of Index
Health Care		20.5	%
Information Technology		20.4	%
Financials		16.1	%
Industrials		13.8	%
Consumer Discretionary		13.5	%
Consumer Staples		7.7	%
Energy		3.4	%
Communication Services		3.2	%
Materials		1.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

VIII :: DOG SHORT DOW30SM :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Short Financials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the Dow Jones U.S. Financials^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –1.41%¹. For the same period, the Index had a total return of –3.03%² and a volatility of 19.40%. For the period, the Fund had an average daily volume of 42,260 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained S&P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the financial services sector of the U.S. equity market. Component companies include: among others, regional banks; major U.S. domiciled international banks; full line, life, and property and casualty insurance companies; companies that invest, directly or indirectly in real estate; diversified financial companies such as credit card issuers, check cashing companies, mortgage lenders and investment advisors; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected from financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Short Financials from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Short Financials		-1.41	%		-14.08	%		-15.40	%
Dow Jones U.S. Financials Index		-3.03	%		11.08	%		13.82	%

Expense Ratios**

Fund	Gross			Net
ProShares Short Financials		1.29	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(100	%)
Total Exposure		(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Financials Index – Composition

	% of Index
Diversified Financials		32.4	%
Banks		23.4	%
Real Estate		20.0	%
Insurance		13.8	%
Software & Services		10.0	%
Commercial & Professional Services		0.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT FINANCIALS SEF :: IX

ProShares Short FTSE China 50 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the FTSE China 50 Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 20.55%¹. For the same period, the Index had a total return of –29.48%² and a volatility of 35.56%. For the period, the Fund had an average daily volume of 18,077 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained FTSE International Limited. The Index consists of 50 of the largest and most liquid Chinese stocks listed and traded on the Stock Exchange of Hong Kong.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected from financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Short FTSE China 50 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Short FTSE China 50		20.55	%		-5.59	%		-9.23	%
FTSE China 50 Index		-29.48	%		-1.27	%		2.98	%

Expense Ratios**

Fund	Gross			Net
ProShares Short FTSE China 50		2.34	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(100	%)
Total Exposure		(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

FTSE China 50 Index – Composition

	% of Index
Consumer Discretionary		33.7	%
Financials		28.7	%
Communication Services		17.9	%
Real Estate		4.0	%
Energy		3.8	%
Information Technology		3.3	%
Health Care		3.1	%
Consumer Staples		2.6	%
Materials		1.7	%
Industrials		1.2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

X :: YXI SHORT FTSE CHINA 50 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Short High Yield (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the Markit iBoxx^® $ Liquid High Yield Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 1.17%¹. For the same period, the Index had a total return of –4.90%² with a volatility of 4.87%. For the period, the Fund had an average daily volume of 240,395 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. IHS Markit Benchmark Administration Limited (IMBA) is the Index Administrator of the Index. The Index is a market-value weighted index designed to provide a balanced representation of U.S. dollar denominated high yield corporate bonds for sale within the United States by means of including the most liquid high yield corporate bonds available as determined by a set of transparent and objective Index rules. Currently, the bonds eligible for inclusion in the Index include U.S. dollar denominated, corporate bonds for sale in the United States that are issued by companies domiciled in developed countries; are rated sub-investment grade using an average of Moody's Investor Service, Fitch Ratings or S&P Global Ratings; are from issuers with at least $1 billion par outstanding; have at least $400 million of outstanding face value; and have at issuance an expected remaining life of 15 years of less, and at rebalancing minimum one year to expected maturity with new insertions minimum of at least one year and 6 months to maturity. There is no limit to the number of issues in the Index.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected from financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Short High Yield from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Short High Yield		1.17	%		-4.41	%		-6.40	%
Markit iBoxx $ Liquid High Yield Index		-4.90	%		3.14	%		4.74	%

Expense Ratios**

Fund	Gross			Net
ProShares Short High Yield		1.05	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(100	%)
Total Exposure		(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Markit iBoxx $ Liquid High Yield Index – Composition

	% of Index
High Yield		100	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT HIGH YIELD SJB :: XI

ProShares Short MidCap400 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the S&P MidCap 400^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 1.68%¹. For the same period, the Index had a total return of –6.52%² and a volatility of 20.78%. For the period, the Fund had an average daily volume of 15,975 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of midsize company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability, and public float.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected from financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Short MidCap400 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Short MidCap400		1.68	%		-12.83	%		-14.09	%
S&P MidCap 400 Index		-6.52	%		9.56	%		12.23	%

Expense Ratios**

Fund	Gross			Net
ProShares Short MidCap400		1.22	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(92	%)
Futures Contracts		(8	%)
Total Exposure		(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

S&P MidCap 400 – Composition

	% of Index
Industrials		18.5	%
Financials		14.7	%
Consumer Discretionary		14.0	%
Information Technology		13.1	%
Real Estate		9.3	%
Health Care		9.2	%
Materials		7.6	%
Energy		4.5	%
Consumer Staples		3.8	%
Utilities		3.7	%
Communication Services		1.6	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XII :: MYY SHORT MIDCAP400 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Short MSCI EAFE (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the MSCI EAFE Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 7.41%¹. For the same period, the Index had a total return of –10.38%² and a volatility of 15.65%. For the period, the Fund had an average daily volume of 94,903 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted, market capitalization in each industry group in developed market countries, excluding the U.S. and Canada.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected from financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Short MSCI EAFE from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Short MSCI EAFE		7.41	%		-6.46	%		-9.23	%
MSCI EAFE Index		-10.38	%		4.17	%		7.15	%

Expense Ratios**

Fund	Gross			Net
ProShares Short MSCI EAFE		1.28	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(99	%)
Total Exposure		(99	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI EAFE Index – Country

	% of Index
Japan		22.1	%
United Kingdom		15.9	%
France		11.4	%
Others		10.8	%
Switzerland		10.1	%
Germany		8.2	%
Australia		8.1	%
Netherlands		4.2	%
Sweden		3.5	%
Hong Kong		3.0	%
Denmark		2.7	%

MSCI EAFE Index – Composition

	% of Index
Financials		17.6	%
Industrials		15.0	%
Health Care		13.3	%
Consumer Discretionary		11.2	%
Consumer Staples		10.4	%
Materials		8.2	%
Information Technology		8.1	%
Communication Services		5.0	%
Energy		4.8	%
Utilities		3.5	%
Real Estate		2.9	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT MSCI EAFE EFZ :: XIII

ProShares Short MSCI Emerging Markets (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the MSCI Emerging Markets Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 19.04%¹. For the same period, the Index had a total return of –19.83%² and a volatility of 17.62%. For the period, the Fund had an average daily volume of 204,915 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted, market capitalization in emerging market countries.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected from financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Short MSCI Emerging Markets from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Short MSCI Emerging Markets		19.04	%		-7.28	%		-7.90	%
MSCI Emerging Markets Index		-19.83	%		3.80	%		4.17	%

Expense Ratios**

Fund	Gross			Net
ProShares Short MSCI Emerging Markets		1.12	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(99	%)
Total Exposure		(99	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI Emerging Markets Index – Country

	% of Index
China		30.8	%
Taiwan		16.0	%
India		12.8	%
Korea		12.7	%
Others		7.9	%
Brazil		5.5	%
Saudi Arabia		4.4	%
South Africa		3.8	%
Mexico		2.3	%
Thailand		1.9	%
Indonesia		1.9	%

MSCI Emerging Markets Index – Composition

	% of Index
Financials		21.8	%
Information Technology		21.1	%
Consumer Discretionary		12.9	%
Communication Services		10.2	%
Materials		9.1	%
Consumer Staples		6.0	%
Industrials		5.5	%
Energy		5.0	%
Health Care		3.6	%
Utilities		2.7	%
Real Estate		2.1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XIV :: EUM SHORT MSCI EMERGING MARKETS :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Short QQQ (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the NASDAQ-100^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 0.35%¹. For the same period, the Index had a total return of –6.96%² and a volatility of 25.13%. For the period, the Fund had an average daily volume of 15,948,162 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by Nasdaq Inc. The Index includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected from financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Short QQQ from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Short QQQ		0.35	%		-19.18	%		-18.91	%
NASDAQ-100 Index		-6.96	%		17.99	%		18.79	%

Expense Ratios**

Fund	Gross			Net
ProShares Short QQQ		1.00	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(98	%)
Futures Contracts		(2	%)
Total Exposure		(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

NASDAQ-100 Index – Composition

	% of Index
Information Technology		51.0	%
Communication Services		16.9	%
Consumer Discretionary		15.0	%
Health Care		6.2	%
Consumer Staples		6.1	%
Industrials		3.4	%
Utilities		1.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT QQQ PSQ :: XV

ProShares Short Real Estate (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the Dow Jones U.S. Real Estate^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –5.60%¹. For the same period, the Index had a total return of 1.53%² and a volatility of 18.45%. For the period, the Fund had an average daily volume of 12,737 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to track the performance of real estate investment trusts ("REITs") and other companies that invest directly or indirectly in real estate through development management or ownership, including of the property agencies. Component companies include, among others, real estate holding and development and real estate services companies and REITs. REITs are passive investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. The Index is a market cap weighted index that is updated in March, June, September and December.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected from financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Short Real Estate from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Short Real Estate		-5.60	%		-11.33	%		-11.46	%
Dow Jones U.S. Real Estate Index		1.53	%		8.16	%		9.08	%

Expense Ratios**

Fund	Gross			Net
ProShares Short Real Estate		1.37	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(100	%)
Total Exposure		(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Real Estate Index – Composition

	% of Index
Equity Real Estate Investment Trusts (REITs)		91.9	%
Real Estate Management & Development		3.9	%
Mortgage Real Estate Investment Trusts (REITs)		2.5	%
Professional Services		1.7	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XVI :: REK SHORT REAL ESTATE :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Short Russell2000 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the Russell 2000^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 12.47%¹. For the same period, the Index had a total return of –16.92%² and a volatility of 23.87%. For the period, the Fund had an average daily volume of 2,391,253 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by FTSE Russell. The Index is a measure of small-cap U.S. stock market performance. It is a float adjusted, market capitalization-weighted index containing approximately 2,000 of the smallest companies in the Russell 3000^® Index or approximately 10% of the total market capitalization of the Russell 3000^® Index, which in turn represents approximately 98% of the U.S. equity market and includes approximately 3,000 of the largest companies in the U.S. The Russell 3000^® Index includes large-, mid-, and small-capitalization companies..

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected from financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Short Russell2000 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Short Russell2000		12.47	%		-12.39	%		-14.05	%
Russell 2000 Index		-16.92	%		7.71	%		10.83	%

Expense Ratios**

Fund	Gross			Net
ProShares Short Russell2000		1.02	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(95	%)
Futures Contracts		(5	%)
Total Exposure		(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Russell 2000 Index – Composition

	% of Index
Financials		16.4	%
Industrials		15.6	%
Health Care		14.8	%
Information Technology		12.9	%
Consumer Discretionary		10.1	%
Energy		8.3	%
Real Estate		7.7	%
Materials		4.2	%
Consumer Staples		3.8	%
Utilities		3.3	%
Communication Services		2.9	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT RUSSELL2000 RWM :: XVII

ProShares Short S&P500^® (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the S&P 500^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –3.46%¹. For the same period, the Index had a total return of –0.30%² and a volatility of 18.10%. For the period, the Fund had an average daily volume of 18,551,048 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected from financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Short S&P500® from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Short S&P500®		-3.46	%		-14.20	%		-14.63	%
S&P 500 Index		-0.30	%		13.38	%		14.39	%

Expense Ratios**

Fund	Gross			Net
ProShares Short S&P500®		0.88	%		0.88	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(99	%)
Futures Contracts		(1	%)
Total Exposure		(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

S&P 500 – Composition

	% of Index
Information Technology		27.1	%
Health Care		14.4	%
Financials		11.2	%
Consumer Discretionary		10.9	%
Communication Services		8.8	%
Industrials		7.7	%
Consumer Staples		6.5	%
Energy		4.8	%
Utilities		3.0	%
Materials		2.8	%
Real Estate		2.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XVIII :: SH SHORT S&P500® :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Short SmallCap600 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the S&P SmallCap 600^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 3.51%¹. For the same period, the Index had a total return of –8.73%² and a volatility of 21.84%. For the period, the Fund had an average daily volume of 7,225 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of small-cap company U.S. stock market performance. It is a float-adjusted, market capitalization weighted index of 600 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected from financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Short SmallCap600 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Short SmallCap600		3.51	%		-14.18	%		-15.38	%
S&P SmallCap 600 Index		-8.73	%		9.78	%		12.71	%

Expense Ratios**

Fund	Gross			Net
ProShares Short SmallCap600		1.66	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(100	%)
Total Exposure		(100	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

S&P SmallCap 600 – Composition

	% of Index
Financials		17.8	%
Industrials		16.4	%
Information Technology		13.1	%
Consumer Discretionary		12.0	%
Health Care		11.5	%
Real Estate		7.6	%
Energy		7.0	%
Materials		5.7	%
Consumer Staples		5.1	%
Utilities		2.0	%
Communication Services		1.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT SMALLCAP600 SBB :: XIX

ProShares Ultra 7-10 Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the ICE U.S. Treasury 7-10 Year Bond Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –17.88%¹. For the same period, the Index had a total return of –8.59%² and a volatility of 7.14%. For the period, the Fund had an average daily volume of 8,137 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by ICE Data Indices, LLC. The Index is part of a series of indices designed to measure the performance of the U.S. Treasury market. The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity greater than or equal to seven years and less than or equal to ten years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve System (the "Fed"). In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected from financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra 7-10 Year Treasury from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through October 13, 2016 reflects the performance of the Bloomberg Barclays U.S. 7-10 Year Treasury Bond Index. Index performance beginning on October 14, 2016 reflects the performance of the ICE U.S. Treasury 7-10 Year Bond Index.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra 7-10 Year Treasury		-17.88	%		-0.45	%		0.80	%
ICE U.S. Treasury 7-10 Year Bond Index		-8.59	%		0.96	%		1.33	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra 7-10 Year Treasury		1.25	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		199	%
Futures Contracts		1	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

ICE U.S. Treasury 7-10 Year Bond Index – Composition

	% of Index
7-10 Year U.S. Treasury		100	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XX :: UST ULTRA 7-10 YEAR TREASURY :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra 20+ Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the ICE U.S. Treasury 20+ Year Bond Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –29.86%¹. For the same period, the Index had a total return of –14.42%² and a volatility of 15.95%. For the period, the Fund had an average daily volume of 52,277 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by ICE Data Indices, LLC. The Index is part of a series of indices designed to measure the performance of the U.S. Treasury market. The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity greater than or equal to twenty years and has $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected from financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra 20+ Year Treasury from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through October 13, 2016 reflects the performance of the Bloomberg Barclays U.S. 20+ Year Treasury Bond Index. Index performance beginning on October 14, 2016 reflects the performance of the ICE U.S. Treasury 20+ Year Bond Index.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra 20+ Year Treasury		-29.86	%		-2.55	%		-0.27	%
ICE U.S. Treasury 20+ Year Bond Index		-14.42	%		0.88	%		1.62	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra 20+ Year Treasury		1.14	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		199	%
Futures Contracts		1	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

ICE U.S. Treasury 20+ Year Bond Index – Composition

	% of Index
20+ Year U.S. Treasury		100	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA 20+ YEAR TREASURY UBT :: XXI

ProShares Ultra Basic Materials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Basic Materials^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 0.54%¹. For the same period, the Index had a total return of 3.41%² and a volatility of 20.95%. For the period, the Fund had an average daily volume of 35,740 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index designed to measure the stock performance of U.S. companies in the basic materials industry. Component companies are involved in the production of aluminum, steel, non-ferrous metals, commodity chemicals, specialty chemicals, forest products, paper products, as well as the mining of precious metals and coal.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Basic Materials from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra Basic Materials		0.54	%		15.14	%		14.77	%
Dow Jones U.S. Basic Materials Index		3.41	%		12.09	%		10.82	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Basic Materials		1.15	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		77	%
Swap Agreements		123	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Linde plc		14.2	%
Freeport-McMoRan, Inc.		4.9	%
Air Products and Chemicals, Inc.		4.6	%
Newmont Corp.		4.6	%
Dow, Inc.		4.3	%

Dow Jones U.S. Basic Materials
Index – Composition

	% of Index
Chemicals		75.4	%
Metals & Mining		24.4	%
Paper & Forest Products		0.2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXII :: UYM ULTRA BASIC MATERIALS :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra Consumer Goods (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Consumer Goods^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –6.57%¹. For the same period, the Index had a total return of –0.46%² and a volatility of 19.89%. For the period, the Fund had an average daily volume of 6,576 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the consumer goods industry. Component companies include, among others, automobiles and auto parts and tires, brewers and distillers, farming and fishing, durable and non-durable household product manufacturers, cosmetic companies, food and tobacco products, clothing, accessories and footwear.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Consumer Goods from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra Consumer Goods		-6.57	%		13.81	%		20.16	%
Dow Jones U.S. Consumer Goods Index		-0.46	%		10.29	%		12.30	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Consumer Goods		1.94	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		85	%
Swap Agreements		115	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Tesla, Inc.		16.2	%
Procter & Gamble Co. (The)		9.0	%
Coca-Cola Co. (The)		6.3	%
PepsiCo, Inc.		5.9	%
Philip Morris International, Inc.		4.2	%

Dow Jones U.S. Consumer Goods Index – Composition

	% of Index
Food, Beverage & Tobacco		38.9	%
Automobiles & Components		25.2	%
Household & Personal Products		17.2	%
Consumer Durables & Apparel		12.9	%
Media & Entertainment		3.7	%
Retailing		1.1	%
Capital Goods		0.6	%
Food & Staples Retailing		0.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA CONSUMER GOODS UGE :: XXIII

ProShares Ultra Consumer Services (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Consumer Services^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –39.97%¹. For the same period, the Index had a total return of –19.77%² and a volatility of 22.86%. For the period, the Fund had an average daily volume of 4,724 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the consumer services industry. Component companies include, among others, airlines, broadcasting and entertainment, apparel and broadline retailers, food and drug retailers, media agencies, publishing, gambling, hotels, restaurants and bars, and travel and tourism. The Index is a market cap weighted index that is updated in March, June, September and December.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in ProShares Ultra Consumer Services from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra Consumer Services		-39.97	%		10.71	%		22.16	%
Dow Jones U.S. Consumer Services Index		-19.77	%		9.23	%		13.57	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Consumer Services		1.40	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		89	%
Swap Agreements		111	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Amazon.com, Inc.		21.1	%
Home Depot, Inc. (The)		6.3	%
Costco Wholesale Corp.		4.2	%
Walt Disney Co. (The)		4.0	%
Comcast Corp., Class A		4.0	%

Dow Jones U.S. Consumer Services Index – Composition

	% of Index
Retailing		46.7	%
Consumer Services		18.4	%
Media & Entertainment		18.3	%
Food & Staples Retailing		11.7	%
Transportation		3.2	%
Health Care Equipment & Services		0.9	%
Commercial & Professional Services		0.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXIV :: UCC ULTRA CONSUMER SERVICES :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra Dow30^SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones Industrial Average^SM (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –9.21%¹. For the same period, the Index had a total return of –2.65%² and a volatility of 15.59%. For the period, the Fund had an average daily volume of 538,172 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a price-weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively impacted by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Dow30^SM from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra Dow30SM		-9.21	%		16.29	%		21.05	%
Dow Jones Industrial Average Index		-2.65	%		11.87	%		12.90	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Dow30SM		0.96	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		87	%
Swap Agreements		103	%
Futures Contracts		10	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
UnitedHealth Group, Inc.		8.7	%
Goldman Sachs Group, Inc. (The)		5.7	%
Home Depot, Inc. (The)		5.3	%
Microsoft Corp.		4.7	%
Amgen, Inc.		4.5	%

Dow Jones Industrial
Average – Composition

	% of Index
Health Care		20.5	%
Information Technology		20.4	%
Financials		16.1	%
Industrials		13.8	%
Consumer Discretionary		13.5	%
Consumer Staples		7.7	%
Energy		3.4	%
Communication Services		3.2	%
Materials		1.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA DOW30SM DDM :: XXV

ProShares Ultra Financials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Financials^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –11.16%¹. For the same period, the Index had a total return of –3.03%² and a volatility of 19.40%. For the period, the Fund had an average daily volume of 67,878 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the financials industry. Component companies include: among others, regional banks; major U.S. domiciled international banks; full line, life, and property and casualty insurance companies; companies that invest, directly or indirectly, in real estate; diversified financial companies such as credit card issuers, check cashing companies, mortgage lenders and investment advisors; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Financials from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra Financials		-11.16	%		13.14	%		21.69	%
Dow Jones U.S. Financials Index		-3.03	%		11.08	%		13.82	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Financials		0.95	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		76	%
Swap Agreements		124	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Berkshire Hathaway, Inc., Class B		6.7	%
JPMorgan Chase & Co.		4.5	%
Visa, Inc., Class A		4.0	%
Mastercard, Inc., Class A		3.6	%
Bank of America Corp.		3.0	%

Dow Jones U.S. Financials Index – Composition

	% of Index
Diversified Financials		32.4	%
Banks		23.4	%
Real Estate		20.0	%
Insurance		13.8	%
Software & Services		10.0	%
Commercial & Professional Services		0.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXVI :: UYG ULTRA FINANCIALS :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra FTSE China 50 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the FTSE China 50 Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –57.59%¹. For the same period, the Index had a total return of –29.48%² and a volatility of 35.56%. For the period, the Fund had an average daily volume of 8,991 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by FTSE International Limited. The Index consists of 50 of the largest and most liquid Chinese stocks listed and traded on the Stock Exchange of Hong Kong.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra FTSE China 50 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra FTSE China 50		-57.59	%		-12.56	%		-2.61	%
FTSE China 50 Index		-29.48	%		-1.27	%		2.98	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra FTSE China 50		1.19	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		201	%
Total Exposure		201	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

FTSE China 50 Index – Composition

	% of Index
Consumer Discretionary		33.7	%
Financials		28.7	%
Communication Services		17.9	%
Real Estate		4.0	%
Energy		3.8	%
Information Technology		3.3	%
Health Care		3.1	%
Consumer Staples		2.6	%
Materials		1.7	%
Industrials		1.2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA FTSE CHINA 50 XPP :: XXVII

ProShares Ultra FTSE Europe (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the FTSE Developed Europe All Cap Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –24.25%¹. For the same period, the Index had a total return of –10.85%² and a volatility of 19.82%. For the period, the Fund had an average daily volume of 1,196 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by FTSE International Limited. The Index is a free float-adjusted market cap weighted index representing the performance of large, mid- and small cap companies in Developed European markets, including the United Kingdom.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra FTSE Europe from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through April 22, 2013 reflects the performance of the MSCI Europe Index. Index performance beginning on April 23, 2013 through August 31, 2016 reflects the performance of the FTSE Developed Europe Index. Index performance beginning on September 1, 2016 reflects the performance of the FTSE Developed Europe All Cap Index.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra FTSE Europe		-24.25	%		1.65	%		10.02	%
FTSE Developed Europe All Cap Index®		-10.85	%		4.34	%		7.57	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra FTSE Europe		2.94	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		200	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

FTSE Developed Europe All Cap
Index – Country

	% of Index
United Kingdom		23.9	%
Switzerland		15.8	%
France		15.4	%
Germany		12.3	%
Others		6.7	%
Netherlands		6.6	%
Sweden		5.8	%
Spain		4.0	%
Denmark		3.9	%
Italy		3.5	%
Finland		2.1	%

FTSE Developed Europe All Cap
Index – Composition

	% of Index
Financials		16.2	%
Industrials		15.3	%
Health Care		14.5	%
Consumer Staples		11.8	%
Consumer Discretionary		9.8	%
Materials		8.0	%
Information Technology		7.4	%
Energy		6.1	%
Utilities		4.5	%
Communication Services		4.1	%
Real Estate		2.3	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXVIII :: UPV ULTRA FTSE EUROPE :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra Health Care (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Health Care^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 4.70%¹. For the same period, the Index had a total return of 4.58%² and a volatility of 15.55%. For the period, the Fund had an average daily volume of 16,287 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund takes positions in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the healthcare industry. Component companies include, among others, health care providers, biotechnology companies, medical supplies, advanced medical devices and pharmaceuticals.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Health Care from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra Health Care		4.70	%		20.73	%		27.43	%
Dow Jones U.S. Health Care Index		4.58	%		13.49	%		15.87	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Health Care		1.04	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		90	%
Swap Agreements		110	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Johnson & Johnson		7.9	%
UnitedHealth Group, Inc.		7.8	%
Pfizer, Inc.		5.0	%
AbbVie, Inc.		4.4	%
Eli Lilly & Co.		4.2	%

Dow Jones U.S. Health Care
Index – Composition

	% of Index
Pharmaceuticals		29.4	%
Health Care Providers & Services		21.5	%
Health Care Equipment & Supplies		19.6	%
Biotechnology		16.6	%
Life Sciences Tools & Services		12.7	%
Health Care Technology		0.2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA HEALTH CARE RXL :: XXIX

ProShares Ultra High Yield (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Markit iBoxx^® $ Liquid High Yield Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –10.74%¹. For the same period, the Index had a total return of –4.90%² and a volatility of 4.87%. For the period, the Fund had an average daily volume of 18,359 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. IHS Markit Benchmark Administration Limited (IMBA) is the Index Administrator of the Index. The Index is a market-value weighted index designed to provide a balanced representation of U.S. dollar denominated high yield corporate bonds for sale within the United States by means of including the most liquid high yield corporate bonds available as determined by a set of transparent and objective Index rules. Currently, the bonds eligible for inclusion in the Index include U.S. dollar denominated, corporate bonds for sale in the United States that are issued by companies domiciled in developed countries; are rated sub-investment grade using an average of Moody's Investor Service, Fitch Ratings or S&P Global Ratings; are from issuers with at least $1 billion par outstanding; have at least $400 million of outstanding face value; and have at issuance an expected remaining life of 15 years or less, and at rebalancing minimum one year to expected maturity with new insertions minimum of at least one year and 6 months to maturity. There is no limit to the number of issues in the Index.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra High Yield from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra High Yield		-10.74	%		3.30	%		7.06	%
Markit iBoxx $ Liquid High Yield Index		-4.90	%		3.14	%		4.74	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra High Yield		1.94	%		0.96	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		200	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

*The most recent annual and semi-annual reports can be found at www.ishares.com

Markit iBoxx $ Liquid High Yield
Index – Composition

	% of Index
High Yield		100	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXX :: UJB ULTRA HIGH YIELD :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra Industrials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Industrials^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –27.77%¹. For the same period, the Index had a total return of –12.82%² and a volatility of 18.10%. For the period, the Fund had an average daily volume of 6,323 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the industrials industry. Component companies include, among others, building materials, heavy construction, factory equipment, heavy machinery, industrial services, pollution control, containers and packaging, industrial diversified, air freight, marine transportation, railroads, trucking, land-transportation equipment, shipbuilding, transportation services, advanced industrial equipment, electric components and equipment, and aerospace.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Industrials from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra Industrials		-27.77	%		11.39	%		20.94	%
Dow Jones U.S. Industrials Index		-12.82	%		9.89	%		13.31	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Industrials		1.55	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		93	%
Swap Agreements		107	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Accenture plc, Class A		4.0	%
Raytheon Technologies Corp.		3.0	%
Union Pacific Corp.		3.0	%
United Parcel Service, Inc., Class B		2.8	%
Honeywell International, Inc.		2.8	%

Dow Jones U.S. Industrials
Index – Composition

	% of Index
Capital Goods		49.6	%
Software & Services		17.1	%
Transportation		12.9	%
Commercial & Professional Services		7.7	%
Materials		6.4	%
Technology Hardware & Equipment		5.9	%
Pharmaceuticals, Biotechnology & Life Sciences		0.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA INDUSTRIALS UXI :: XXXI

ProShares Ultra MidCap400 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the S&P MidCap 400^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –17.73%¹. For the same period, the Index had a total return of –6.52%² and a volatility of 20.78%. For the period, the Fund had an average daily volume of 42,641 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra MidCap400 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra MidCap400		-17.73	%		10.38	%		18.48	%
S&P MidCap 400 Index		-6.52	%		9.56	%		12.23	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra MidCap400		1.06	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		91	%
Swap Agreements		100	%
Futures Contracts		9	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Targa Resources Corp.		0.7	%
Steel Dynamics, Inc.		0.7	%
EQT Corp.		0.6	%
Carlisle Cos., Inc.		0.6	%
Darling Ingredients, Inc.		0.5	%

S&P MidCap 400 – Composition

	% of Index
Industrials		18.5	%
Financials		14.7	%
Consumer Discretionary		14.0	%
Information Technology		13.1	%
Real Estate		9.3	%
Health Care		9.2	%
Materials		7.6	%
Energy		4.5	%
Consumer Staples		3.8	%
Utilities		3.7	%
Communication Services		1.6	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXXII :: MVV ULTRA MIDCAP400 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra MSCI Brazil Capped (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the MSCI Brazil 25/50 Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –12.21%¹. For the same period, the Index had a total return of 0.22%² and a volatility of 27.84%. For the period, the Fund had an average daily volume of 13,629 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by MSCI Inc. The MSCI Brazil 25/50 Index is designed to measure the performance of the large and mid cap segments of the Brazilian market. It applies certain investment limits that are imposed on regulated investment companies, or RICs, under the current US Internal Revenue Code. The Index covers approximately 85% of the free float-adjusted market capitalization in Brazil.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in ProShares Ultra MSCI Brazil Capped from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through February 10, 2013 reflects the performance of the MSCI Brazil Index. Index performance beginning on February 11, 2013 reflects the performance of the MSCI Brazil 25/50 Index.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra MSCI Brazil Capped		-12.21	%		-11.05	%		-15.55	%
MSCI Brazil 25/50 Index		0.22	%		4.75	%		0.10	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra MSCI Brazil Capped		2.00	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		201	%
Total Exposure		201	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI Brazil 25/50 Index – Composition

	% of Index
Materials		25.9	%
Financials		23.9	%
Energy		17.3	%
Consumer Staples		8.9	%
Industrials		7.1	%
Utilities		6.5	%
Consumer Discretionary		4.3	%
Health Care		3.1	%
Communication Services		2.3	%
Information Technology		0.7	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex- date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA MSCI BRAZIL CAPPED UBR :: XXXIII

ProShares Ultra MSCI EAFE (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the MSCI EAFE Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –23.76%¹. For the same period, the Index had a total return of –10.38%² and a volatility of 15.65%. For the period, the Fund had an average daily volume of 4,306 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted, market capitalization in each industry group in developed market countries, excluding the U.S. and Canada.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra MSCI EAFE from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra MSCI EAFE		-23.76	%		1.44	%		8.53	%
MSCI EAFE Index		-10.38	%		4.17	%		7.15	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra MSCI EAFE		1.56	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		201	%
Total Exposure		201	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI EAFE Index – Country

	% of Index
Japan		22.1	%
United Kingdom		15.9	%
France		11.4	%
Others		10.8	%
Switzerland		10.1	%
Germany		8.2	%
Australia		8.1	%
Netherlands		4.2	%
Sweden		3.5	%
Hong Kong		3.0	%
Denmark		2.7	%

MSCI EAFE Index – Composition

	% of Index
Financials		17.6	%
Industrials		15.0	%
Health Care		13.3	%
Consumer Discretionary		11.2	%
Consumer Staples		10.4	%
Materials		8.2	%
Information Technology		8.1	%
Communication Services		5.0	%
Energy		4.8	%
Utilities		3.5	%
Real Estate		2.9	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXXIV :: EFO ULTRA MSCI EAFE :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra MSCI Emerging Markets (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the MSCI Emerging Markets Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –40.57%¹. For the same period, the Index had a total return of –19.83%² and a volatility of 17.62%. For the period, the Fund had an average daily volume of 7,357 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted, market capitalization in emerging market countries.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra MSCI Emerging Markets from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra MSCI Emerging Markets		-40.57	%		-1.92	%		0.43	%
MSCI Emerging Markets Index		-19.83	%		3.80	%		4.17	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra MSCI Emerging Markets		1.09	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		201	%
Total Exposure		201	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI Emerging Markets
Index – Country

	% of Index
China		30.8	%
Taiwan		16.0	%
India		12.8	%
Korea		12.7	%
Others		7.9	%
Brazil		5.5	%
Saudi Arabia		4.4	%
South Africa		3.8	%
Mexico		2.3	%
Thailand		1.9	%
Indonesia		1.9	%

MSCI Emerging Markets
Index – Composition

	% of Index
Financials		21.8	%
Information Technology		21.1	%
Consumer Discretionary		12.9	%
Communication Services		10.2	%
Materials		9.1	%
Consumer Staples		6.0	%
Industrials		5.5	%
Energy		5.0	%
Health Care		3.6	%
Utilities		2.7	%
Real Estate		2.1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA MSCI EMERGING MARKETS EET :: XXXV

ProShares Ultra MSCI Japan (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the MSCI Japan Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –30.24%¹. For the same period, the Index had a total return of –13.32%² and a volatility of 17.57%. For the period, the Fund had an average daily volume of 3,494 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund take positions in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by MSCI Inc. The Index adjusts the market capitalization of Index constituents for free float and targets for Index inclusion 85% of the free float-adjusted market capitalization in each industry group in Japan.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra MSCI Japan from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra MSCI Japan		-30.24	%		0.17	%		7.71	%
MSCI Japan Index		-13.32	%		3.67	%		6.99	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra MSCI Japan		2.55	%		1.16	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		50	%
Swap Agreements		151	%
Total Exposure		201	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI Japan Index – Composition

	% of Index
Industrials		22.1	%
Consumer Discretionary		18.7	%
Information Technology		14.2	%
Financials		10.2	%
Health Care		9.4	%
Communication Services		8.6	%
Consumer Staples		6.4	%
Materials		5.0	%
Real Estate		3.5	%
Utilities		1.0	%
Energy		0.9	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXXVI :: EZJ ULTRA MSCI JAPAN :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra Nasdaq Biotechnology (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the NASDAQ Biotechnology^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –43.17%¹. For the same period, the Index had a total return of –21.52%² and a volatility of 25.44%. For the period, the Fund had an average daily volume of 62,302 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by Nasdaq Inc. (the "Index Provider"). The Index is a modified capitalization-weighted index that includes securities of Nasdaq listed companies that are classified as either biotechnology or pharmaceutical. The securities also meet other eligibility criteria determined by the Index Provider, including minimum market capitalization and liquidity requirements.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Nasdaq Biotechnology from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra Nasdaq Biotechnology		-43.17	%		1.05	%		14.99	%
NASDAQ Biotechnology Index		-21.52	%		5.04	%		11.72	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Nasdaq Biotechnology		1.08	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		86	%
Swap Agreements		115	%
Total Exposure		201	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Amgen, Inc.		8.4	%
Gilead Sciences, Inc.		7.3	%
Regeneron Pharmaceuticals, Inc.		6.4	%
Vertex Pharmaceuticals, Inc.		6.2	%
Moderna, Inc.		5.3	%

NASDAQ Biotechnology
Index – Composition

	% of Index
Biotechnology		78.7	%
Pharmaceuticals		13.8	%
Life Sciences Tools & Services		5.9	%
Health Care Equipment & Supplies		1.0	%
Health Care Providers & Services		0.6	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA NASDAQ BIOTECHNOLOGY BIB :: XXXVII

ProShares Ultra Nasdaq Cloud Computing (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the ISE CTA Cloud Computing Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –53.30%¹. For the same period, the Index had a total return of –27.37%² and a volatility of 33.15%. For the period, the Fund had an average daily volume of 1,702 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by Nasdaq Inc. (the "Index Provider"). The Index is comprised of companies classified as "cloud computing" companies by the Consumer Technology Association ("CTA"). CTA classifies companies as cloud computing if the company is engaged in one or more of the following activities: Infrastructure-as-a-Service, Platform-as-a-Service or Software-as-a-Service. The companies must also meet other eligibility criteria determined by the Index Provider, including minimum market capitalization and liquidity requirements. The Index includes large-, mid-, and small-capitalization companies.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Nasdaq Cloud Computing from January 19, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Since Inception (1/19/21)
ProShares Ultra Nasdaq Cloud Computing		-53.30	%		-43.69	%
ISE CTA Cloud Computing Index		-27.37	%		-20.73	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Nasdaq Cloud Computing		3.85	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		86	%
Swap Agreements		115	%
Total Exposure		201	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
VMware, Inc., Class A		4.0	%
Lumen Technologies, Inc.		3.6	%
Oracle Corp.		3.5	%
Pure Storage, Inc., Class A		3.3	%
Alibaba Group Holding Ltd. (ADR)		3.3	%

ISE CTA Cloud Computing
Index – Composition

	% of Index
Software & Services		70.9	%
Technology Hardware & Equipment		13.7	%
Retailing		7.2	%
Commercial & Telecommunication Services		4.2	%
Media & Entertainment		3.6	%
Health Care Equipment & Services		0.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXXVIII :: SKYU ULTRA NASDAQ CLOUD COMPUTING :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra Nasdaq Cybersecurity (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Nasdaq CTA Cybersecurity Index^SM (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –16.75%¹. For the same period, the Index had a total return of –2.72%² and a volatility of 26.12%. For the period, the Fund had an average daily volume of 3,435 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is maintained by Nasdaq Inc. (the "Index Provider"). The Index was jointly constructed by the Index Provider and Consumer Technology Association ("CTA"). The Index is a modified liquidity weighted index comprised of companies classified as "cybersecurity" companies by CTA. CTA classifies companies as cybersecurity if they meet one of three elements: (1)companies focused on developing technologies that are designed and implemented to protect computer and communication networks from attacks and other unauthorized use; (2) companies involved in the development of technologies for cybersecurity industry use including government, private and public corporations, financial institutions and various other industries; or (3) companies focused on the protection of priority data from being accessed and exploited by unauthorized external parties. The companies must also meet other eligibility criteria determined by the Index Provider, including minimum market capitalization and liquidity requirements. The Index includes large-, mid-, and small-capitalization companies.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Nasdaq Cybersecurity from January 19, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Since Inception (1/19/21)
ProShares Ultra Nasdaq Cybersecurity		-16.75	%		-16.58	%
Nasdaq CTA Cybersecurity Index		-2.72	%		-3.09	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Nasdaq Cybersecurity		3.56	%		0.99	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		9	%
Swap Agreements		192	%
Total Exposure		201	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Nasdaq CTA Cybersecurity Index – Composition

	% of Index
Software & Services		75.6	%
Technology Hardware & Equipment		12.4	%
Commercial & Professional Services		10.0	%
Capital Goods		2.0	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA NASDAQ CYBERSECURITY UCYB :: XXXIX

ProShares Ultra Oil & Gas (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Oil & Gas^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 168.23%¹. For the same period, the Index had a total return of 72.84%² and a volatility of 29.93%. For the period, the Fund had an average daily volume of 324,544 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the oil and gas sector. Component companies typically are engaged in the following activities related to oil and gas sector, among others, exploration and production, integrated oil and gas, oil equipment and services, pipelines, renewable energy equipment companies and alternative fuel producers.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Oil & Gas from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra Oil & Gas		168.23	%		4.33	%		1.18	%
Dow Jones U.S. Oil & Gas Index		72.84	%		10.19	%		6.06	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Oil & Gas		1.03	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		48	%
Swap Agreements		152	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Exxon Mobil Corp.		10.7	%
Chevron Corp.		8.8	%
ConocoPhillips		3.8	%
EOG Resources, Inc.		2.1	%
Schlumberger NV		1.7	%

Dow Jones U.S. Oil & Gas Index – Composition

	% of Index
Oil, Gas & Consumable Fuels		90.7	%
Energy Equipment & Services		8.0	%
Electric Equipment		0.5	%
Electric Utilities		0.4	%
Semiconductors & Semiconductor Equipment		0.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XL :: DIG ULTRA OIL & GAS :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra QQQ (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the NASDAQ-100^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –20.35%¹. For the same period, the Index had a total return of –6.96%² and a volatility of 25.13%. For the period, the Fund had an average daily volume of 5,368,151 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by Nasdaq Inc. The Index includes 100 of the largest /domestic and international non-financial companies listed on the Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra QQQ from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra QQQ		-20.35	%		27.31	%		32.34	%
NASDAQ-100 Index		-6.96	%		17.99	%		18.79	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra QQQ		0.97	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		85	%
Swap Agreements		104	%
Futures Contracts		11	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		10.7	%
Microsoft Corp.		9.0	%
Amazon.com, Inc.		5.4	%
Tesla, Inc.		3.4	%
Alphabet, Inc., Class C		3.2	%

NASDAQ-100 Index – Composition

	% of Index
Information Technology		51.0	%
Communication Services		16.9	%
Consumer Discretionary		15.0	%
Health Care		6.2	%
Consumer Staples		6.1	%
Industrials		3.4	%
Utilities		1.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA QQQ QLD :: XLI

ProShares Ultra Real Estate (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Real Estate^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –1.39%¹. For the same period, the Index had a total return of 1.53%² and a volatility of 18.45%. For the period, the Fund had an average daily volume of 10,404 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to track the performance of real estate investment trusts ("REITs") and other companies that invest directly or indirectly in real estate through development, management or ownership including property agencies. Component companies include, among others, real estate holding and development and real estate services companies and REITs. REITs are passive investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. The Index is a market cap weighted index that is updated in March, June, September, and December.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Real Estate from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra Real Estate		-1.39	%		7.61	%		11.95	%
Dow Jones U.S. Real Estate Index		1.53	%		8.16	%		9.08	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Real Estate		1.07	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		91	%
Swap Agreements		109	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
American Tower Corp.		7.7	%
Prologis, Inc.		6.2	%
Crown Castle International Corp.		5.4	%
Equinix, Inc.		4.1	%
Public Storage		3.3	%

Dow Jones U.S. Real Estate
Index – Composition

	% of Index
Equity Real Estate Investment Trusts (REITs)		91.9	%
Real Estate Management & Development		3.9	%
Mortgage Real Estate Investment Trusts (REITs)		2.5	%
Professional Services		1.7	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XLII :: URE ULTRA REAL ESTATE :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra Russell2000 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Russell 2000^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –35.82%¹. For the same period, the Index had a total return of –16.92%² and a volatility of 23.87%. For the period, the Fund had an average daily volume of 651,564 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by FTSE Russell. The Index is a measure of small-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index containing approximately 2,000 of the smallest companies in the Russell 3000^® Index or approximately 10% of the total market capitalization of the Russell 3000^® Index, which in turn represents approximately 98% of the U.S. equity market and includes approximately 3,000 of the largest companies in the U.S. The Russell 3000^® Index includes large-, mid-, and small-capitalization companies.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Russell2000 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra Russell2000		-35.82	%		5.87	%		15.19	%
Russell 2000 Index		-16.92	%		7.71	%		10.83	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Russell2000		1.15	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		71	%
Swap Agreements		121	%
Futures Contracts		8	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Ovintiv, Inc.		0.4	%
Antero Resources Corp.		0.4	%
Chesapeake Energy Corp.		0.3	%
Southwestern Energy Co.		0.3	%
Range Resources Corp.		0.2	%

Russell 2000 Index – Composition

	% of Index
Financials		16.4	%
Industrials		15.6	%
Health Care		14.8	%
Information Technology		12.9	%
Consumer Discretionary		10.1	%
Energy		8.3	%
Real Estate		7.7	%
Materials		4.2	%
Consumer Staples		3.8	%
Utilities		3.3	%
Communication Services		2.9	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA RUSSELL2000 UWM :: XLIII

ProShares Ultra S&P500^® (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the S&P 500^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –5.49%¹. For the same period, the Index had a total return of –0.30%² and a volatility of 18.10%. For the period, the Fund had an average daily volume of 5,524,052 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra S&P500® from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra S&P500®		-5.49	%		19.98	%		24.45	%
S&P 500 Index		-0.30	%		13.38	%		14.39	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra S&P500®		0.89	%		0.89	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		91	%
Swap Agreements		102	%
Futures Contracts		7	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		6.0	%
Microsoft Corp.		5.3	%
Amazon.com, Inc.		2.7	%
Alphabet, Inc., Class A		1.8	%
Tesla, Inc.		1.7	%

S&P 500 – Composition

	% of Index
Information Technology		27.1	%
Health Care		14.4	%
Financials		11.2	%
Consumer Discretionary		10.9	%
Communication Services		8.8	%
Industrials		7.7	%
Consumer Staples		6.5	%
Energy		4.8	%
Utilities		3.0	%
Materials		2.8	%
Real Estate		2.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XLIV :: SSO ULTRA S&P500® :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra Semiconductors (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Semiconductors^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –9.81%¹. For the same period, the Index had a total return of 2.84%² and a volatility of 37.53%. For the period, the Fund had an average daily volume of 208,675 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the semiconductors subsector. Component companies are engaged in the production and distribution of semiconductors and other integrated chips, as well as other related products such as semiconductor capital equipment and mother-boards.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Semiconductors from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra Semiconductors		-9.81	%		31.01	%		35.85	%
Dow Jones U.S. Semiconductors Index		2.84	%		23.18	%		22.66	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Semiconductors		1.01	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		66	%
Swap Agreements		134	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
NVIDIA Corp.		14.6	%
Broadcom, Inc.		7.5	%
Intel Corp.		5.7	%
Advanced Micro Devices, Inc.		5.2	%
Texas Instruments, Inc.		5.1	%

Dow Jones U.S. Semiconductors
Index – Composition

	% of Index
Semiconductors & Semiconductor Equipment		100	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA SEMICONDUCTORS USD :: XLV

ProShares Ultra SmallCap600 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the S&P SmallCap 600^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –21.84%¹. For the same period, the Index had a total return of –8.73%² and a volatility of 21.84%. For the period, the Fund had an average daily volume of 9,323 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of small-cap company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 600 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in ProShares Ultra SmallCap600 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra SmallCap600		-21.84	%		9.61	%		18.89	%
S&P SmallCap 600 Index		-8.73	%		9.78	%		12.71	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra SmallCap600		1.35	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		90	%
Swap Agreements		110	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Southwestern Energy Co.		1.0	%
SM Energy Co.		0.6	%
Civitas Resources, Inc.		0.5	%
Helmerich & Payne, Inc.		0.5	%
Livent Corp.		0.5	%

S&P SmallCap 600 – Composition

	% of Index
Financials		17.8	%
Industrials		16.4	%
Information Technology		13.1	%
Consumer Discretionary		12.0	%
Health Care		11.5	%
Real Estate		7.6	%
Energy		7.0	%
Materials		5.7	%
Consumer Staples		5.1	%
Utilities		2.0	%
Communication Services		1.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XLVI :: SAA ULTRA SMALLCAP600 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra Technology (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Technology^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –16.16%¹. For the same period, the Index had a total return of –4.05%² and a volatility of 27.46%. For the period, the Fund had an average daily volume of 166,048 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the technology industry. Component companies include, among others, those involved in computers and office equipment, software, communications technology, semiconductors, diversified technology services and Internet services.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Technology from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra Technology		-16.16	%		32.29	%		32.25	%
Dow Jones U.S. Technology Index		-4.05	%		20.92	%		19.16	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Technology		0.95	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		89	%
Swap Agreements		111	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		19.0	%
Microsoft Corp.		16.8	%
Alphabet, Inc., Class A		5.6	%
Alphabet, Inc., Class C		5.2	%
NVIDIA Corp.		3.8	%

Dow Jones U.S. Technology
Index – Composition

	% of Index
Software & Services		36.3	%
Technology Hardware & Equipment		25.6	%
Semiconductors & Semiconductor Equipment		19.7	%
Media & Entertainment		17.1	%
Retailing		0.5	%
Health Care Equipment & Services		0.5	%
Telecommunication Services		0.2	%
Consumer Durables & Apparel		0.1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA TECHNOLOGY ROM :: XLVII

ProShares Ultra Telecommunications (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Select Telecommunications^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –16.64%¹. For the same period, the Index had a total return of –6.48%² and a volatility of 17.05%. For the period, the Fund had an average daily volume of 1,904 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the telecommunications sector.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Telecommunications from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra Telecommunications		-16.64	%		-4.24	%		7.22	%
Dow Jones U.S. Select Telecommunications Index		-6.48	%		1.24	%		6.46	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Telecommunications		8.63	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		87	%
Swap Agreements		113	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Verizon Communications, Inc.		20.4	%
Cisco Systems, Inc.		17.0	%
T-Mobile US, Inc.		4.6	%
Motorola Solutions, Inc.		4.2	%
Garmin Ltd.		4.0	%

Dow Jones U.S. Select Telecommunications
Index – Composition

	% of Index
Communications Equipment		46.6	%
Diversified Telecommunication Services		42.3	%
Wireless Telecommunication Services		6.5	%
Household Durables		4.6	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XLVIII :: LTL ULTRA TELECOMMUNICATIONS :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra Utilities (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones U.S. Utilities^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 32.18%¹. For the same period, the Index had a total return of 17.25%² and a volatility of 15.12%. For the period, the Fund had an average daily volume of 5,980 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the utilities industry. Component companies include, among others, electric utilities, gas utilities, multi-utilities and water utilities. The Index is a market cap weighted index that is updated in March, June, September and December.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Ultra Utilities from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares Ultra Utilities		32.18	%		12.25	%		17.82	%
Dow Jones U.S. Utilities Index		17.25	%		9.92	%		11.58	%

Expense Ratios**

Fund	Gross			Net
ProShares Ultra Utilities		1.91	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		76	%
Swap Agreements		124	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
NextEra Energy, Inc.		9.7	%
Duke Energy Corp.		5.7	%
Southern Co. (The)		5.2	%
Dominion Energy, Inc.		4.5	%
Sempra Energy		3.4	%

Dow Jones U.S. Utilities
Index – Composition

	% of Index
Electric Utilities		60.5	%
Multi-Utilities		29.1	%
Gas Utilities		4.4	%
Water Utilities		3.3	%
Independent Power and Renewable Electricity Producers		2.7	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA UTILITIES UPW :: XLIX

ProShares UltraPro Dow30^SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of the Dow Jones Industrial Average^SM (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –16.40%¹. For the same period, the Index had a total return of –2.65%² and volatility of 15.59%. For the period, the Fund had an average daily volume of 5,061,890 shares and an average daily statistical correlation of over 0.99 to three times that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a price weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraPro Dow30^SM from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraPro Dow30SM		-16.40	%		16.84	%		27.15	%
Dow Jones Industrial Average Index		-2.65	%		11.87	%		12.90	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraPro Dow30SM		0.95	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		83	%
Swap Agreements		209	%
Futures Contracts		8	%
Total Exposure		300	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
UnitedHealth Group, Inc.		8.2	%
Goldman Sachs Group, Inc. (The)		5.4	%
Home Depot, Inc. (The)		5.0	%
Microsoft Corp.		4.5	%
Amgen, Inc.		4.2	%

Dow Jones Industrial
Average – Composition

	% of Index
Health Care		20.5	%
Information Technology		20.4	%
Financials		16.1	%
Industrials		13.8	%
Consumer Discretionary		13.5	%
Consumer Staples		7.7	%
Energy		3.4	%
Communication Services		3.2	%
Materials		1.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

L :: UDOW ULTRAPRO DOW30SM :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraPro MidCap400 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of the S&P MidCap 400^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –29.95%¹. For the same period, the Index had a total return of –6.52%² and a volatility of 20.78%. For the period, the Fund had an average daily volume of 25,202 shares and an average daily statistical correlation of over 0.99 to three times that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of midsize company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraPro MidCap400 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraPro MidCap400		-29.95	%		5.64	%		21.50	%
S&P MidCap 400 Index		-6.52	%		9.56	%		12.23	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraPro MidCap400		1.23	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		85	%
Swap Agreements		208	%
Futures Contracts		7	%
Total Exposure		300	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Targa Resources Corp.		0.7	%
Steel Dynamics, Inc.		0.6	%
EQT Corp.		0.6	%
Carlisle Cos., Inc.		0.5	%
Darling Ingredients, Inc.		0.5	%

S&P MidCap 400 – Composition

	% of Index
Industrials		18.5	%
Financials		14.7	%
Consumer Discretionary		14.0	%
Information Technology		13.1	%
Real Estate		9.3	%
Health Care		9.2	%
Materials		7.6	%
Energy		4.5	%
Consumer Staples		3.8	%
Utilities		3.7	%
Communication Services		1.6	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRAPRO MIDCAP400 UMDD :: LI

ProShares UltraPro QQQ (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of the NASDAQ-100^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –35.44%¹. For the same period, the Index had a total return of –6.96%² and a volatility of 25.13%. For the period, the Fund had an average daily volume of 97,208,818 shares and an average daily statistical correlation of over 0.99 to three times that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by Nasdaq Inc. The Index includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraPro QQQ from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraPro QQQ		-35.44	%		30.20	%		42.66	%
NASDAQ-100 Index		-6.96	%		17.99	%		18.79	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraPro QQQ		1.01	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		81	%
Swap Agreements		208	%
Futures Contracts		11	%
Total Exposure		300	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		10.2	%
Microsoft Corp.		8.5	%
Amazon.com, Inc.		5.1	%
Tesla, Inc.		3.3	%
Alphabet, Inc., Class C		3.0	%

NASDAQ-100 Index – Composition

	% of Index
Information Technology		51.0	%
Communication Services		16.9	%
Consumer Discretionary		15.0	%
Health Care		6.2	%
Consumer Staples		6.1	%
Industrials		3.4	%
Utilities		1.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm

LII :: TQQQ ULTRAPRO QQQ :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraPro Russell2000 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of the Russell 2000^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –52.76%¹. For the same period, the Index had a total return of –16.92%² and a volatility of 23.87%. For the period, the Fund had an average daily volume of 631,063 shares and an average daily statistical correlation of over 0.99 to three times that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by FTSE Russell. The Index is a measure of small-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index containing approximately 2,000 of the smallest companies in the Russell 3000^® Index or approximately 10% of the total market capitalization of the Russell 3000^® Index, which in turn represents approximately 98% of the U.S. equity market and approximately 3,000 of the largest companies in the US. The Russell 3000^® Index includes large-, mid-, and small-capitalization companies.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraPro Russell2000 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraPro Russell2000		-52.76	%		-2.46	%		14.86	%
Russell 2000 Index		-16.92	%		7.71	%		10.83	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraPro Russell2000		1.26	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		82	%
Swap Agreements		208	%
Futures Contracts		10	%
Total Exposure		300	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Ovintiv, Inc.		0.5	%
Antero Resources Corp.		0.4	%
Chesapeake Energy Corp.		0.4	%
Southwestern Energy Co.		0.3	%
Range Resources Corp.		0.3	%

Russell 2000 Index – Composition

	% of Index
Financials		16.4	%
Industrials		15.6	%
Health Care		14.8	%
Information Technology		12.9	%
Consumer Discretionary		10.1	%
Energy		8.3	%
Real Estate		7.7	%
Materials		4.2	%
Consumer Staples		3.8	%
Utilities		3.3	%
Communication Services		2.9	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRAPRO RUSSELL2000 URTY :: LIII

ProShares UltraPro S&P500^® (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of the S&P 500^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –12.57%¹. For the same period, the Index had a total return of –0.30%² and a volatility of 18.10%. For the period, the Fund had an average daily volume of 10,726,039 shares and an average daily statistical correlation of over 0.99 to three times that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraPro S&P500® from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraPro S&P500®		-12.57	%		22.50	%		32.48	%
S&P 500 Index		-0.30	%		13.38	%		14.39	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraPro S&P500®		0.91	%		0.91	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Equity Securities		82	%
Swap Agreements		211	%
Futures Contracts		7	%
Total Exposure		300	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		5.5	%
Microsoft Corp.		4.8	%
Amazon.com, Inc.		2.5	%
Alphabet, Inc., Class A		1.6	%
Tesla, Inc.		1.5	%

S&P 500 – Composition

	% of Index
Information Technology		27.1	%
Health Care		14.4	%
Financials		11.2	%
Consumer Discretionary		10.9	%
Communication Services		8.8	%
Industrials		7.7	%
Consumer Staples		6.5	%
Energy		4.8	%
Utilities		3.0	%
Materials		2.8	%
Real Estate		2.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LIV :: UPRO ULTRAPRO S&P500® :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraPro Short 20+ Year Treasury (the "Fund") seeks investment results, before fees and expenses, that correspond to three times the inverse (–3x) of the daily performance of the ICE U.S. Treasury 20+ Year Bond Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 35.27%¹. For the same period, the Index had a total return of –14.42%² and a volatility of 15.95%. For the period, the Fund had an average daily volume of 180,251 shares and an average daily statistical correlation of over 0.99 to three times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by ICE Data Indices, LLC. The Index is part of a series of indices designed to measure the performance of the U.S. Treasury market. The Index includes publicly issued U.S. Treasury securities that have a remaining maturity greater than or equal to twenty years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded-from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraPro Short 20+ Year Treasury from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through October 13, 2016 reflects the performance of the Bloomberg Barclays U.S. 20+ Year Treasury Bond Index. Index performance beginning on October 14, 2016 reflects the performance of the ICE U.S. Treasury 20+ Year Bond Index.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraPro Short 20+ Year Treasury		35.27	%		-11.99	%		-14.34	%
ICE U.S. Treasury 20+ Year Bond Index		-14.42	%		0.88	%		1.62	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraPro Short 20+ Year Treasury		1.07	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(299	%)
Futures Contracts		(3	%)
Total Exposure		(302	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

ICE U.S. Treasury 20+ Year Bond Index – Composition

	% of Index
20+ Year U.S. Treasury		100	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRAPRO SHORT 20+ YEAR TREASURY TTT :: LV

ProShares UltraPro Short Dow30^SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times the inverse (–3x) of the daily performance of the Dow Jones Industrial Average^SM (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –6.45%¹. For the same period, the Index had a total return of –2.65%² and a volatility 15.59%. For the period, the Fund had an average daily volume of 7,184,879 shares and an average daily statistical correlation of over 0.99 to three times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a price-weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraPro Short Dow30^SM from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraPro Short Dow30SM		-6.45	%		-42.88	%		-40.52	%
Dow Jones Industrial Average Index		-2.65	%		11.87	%		12.90	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraPro Short Dow30SM		0.96	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(298	%)
Futures Contracts		(2	%)
Total Exposure		(300	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones Industrial Average – Composition

	% of Index
Health Care		20.5	%
Information Technology		20.4	%
Financials		16.1	%
Industrials		13.8	%
Consumer Discretionary		13.5	%
Consumer Staples		7.7	%
Energy		3.4	%
Communication Services		3.2	%
Materials		1.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LVI :: SDOW ULTRAPRO SHORT DOW30SM :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraPro Short MidCap400 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times the inverse (–3x) of the daily performance of the S&P MidCap 400^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –6.05%¹. For the same period, the Index had a total return of –6.52%² and a volatility of 20.78%. For the period, the Fund had an average daily volume of 15,793 shares and an average daily statistical correlation of over 0.99 to three times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraPro Short MidCap400 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraPro Short MidCap400		-6.05	%		-43.94	%		-43.04	%
S&P MidCap 400 Index		-6.52	%		9.56	%		12.23	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraPro Short MidCap400		1.67	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(293	%)
Futures Contracts		(7	%)
Total Exposure		(300	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

S&P MidCap 400 – Composition

	% of Index
Industrials		18.5	%
Financials		14.7	%
Consumer Discretionary		14.0	%
Information Technology		13.1	%
Real Estate		9.3	%
Health Care		9.2	%
Materials		7.6	%
Energy		4.5	%
Consumer Staples		3.8	%
Utilities		3.7	%
Communication Services		1.6	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRAPRO SHORT MIDCAP400 SMDD :: LVII

ProShares UltraPro Short QQQ (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times the inverse (–3x) of the daily performance of the NASDAQ-100^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –14.62%¹. For the same period, the Index had a total return of –6.96%² and a volatility of 25.13%. For the period, the Fund had an average daily volume of 53,049,820 shares and an average daily statistical correlation of over 0.99 to three times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by Nasdaq Inc. The Index includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraPro Short QQQ from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraPro Short QQQ		-14.62	%		-56.12	%		-52.59	%
NASDAQ-100 Index		-6.96	%		17.99	%		18.79	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraPro Short QQQ		1.00	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(300	%)
Total Exposure		(300	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

NASDAQ-100 Index – Composition

	% of Index
Information Technology		51.0	%
Communication Services		16.9	%
Consumer Discretionary		15.0	%
Health Care		6.2	%
Consumer Staples		6.1	%
Industrials		3.4	%
Utilities		1.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LVIII :: SQQQ ULTRAPRO SHORT QQQ :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraPro Short Russell2000 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times the inverse (–3x) of the daily performance of the Russell 2000^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 21.80%¹. For the same period, the Index had a total return of –16.92%² and a volatility of 23.87%. For the period, the Fund had an average daily volume of 1,320,375 shares and an average daily statistical correlation of over 0.99 to three times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by FTSE Russell. The Index is a measure of small-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index containing approximately 2,000 of the smallest companies in the Russell 3000^® Index or approximately 10% of the total market capitalization of the Russell 3000^® Index, which in turn represents approximately 98% of the U.S. equity market and includes approximately 3,000 of the largest companies in the U.S. The Russell 3000^® Index includes large-, mid-, and small-capitalization companies.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraPro Short Russell2000 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraPro Short Russell2000		21.80	%		-45.03	%		-44.48	%
Russell 2000 Index		-16.92	%		7.71	%		10.83	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraPro Short Russell2000		1.08	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(298	%)
Futures Contracts		(2	%)
Total Exposure		(300	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Russell 2000 Index – Composition

	% of Index
Financials		16.4	%
Industrials		15.6	%
Health Care		14.8	%
Information Technology		12.9	%
Consumer Discretionary		10.1	%
Energy		8.3	%
Real Estate		7.7	%
Materials		4.2	%
Consumer Staples		3.8	%
Utilities		3.3	%
Communication Services		2.9	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRAPRO SHORT RUSSELL2000 SRTY :: LIX

ProShares UltraPro Short S&P500^® (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times the inverse (–3x) of the daily performance of the S&P 500^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –16.96%¹. For the same period, the Index had a total return of –0.30%² and a volatility of 18.10%. For the period, the Fund had an average daily volume of 18,102,815 shares and an average daily statistical correlation of over 0.99 to three times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraPro Short S&P500® from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraPro Short S&P500®		-16.96	%		-44.46	%		-42.62	%
S&P 500 Index		-0.30	%		13.38	%		14.39	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraPro Short S&P500®		0.90	%		0.90	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(299	%)
Futures Contracts		(1	%)
Total Exposure		(300	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

S&P 500 – Composition

	% of Index
Information Technology		27.1	%
Health Care		14.4	%
Financials		11.2	%
Consumer Discretionary		10.9	%
Communication Services		8.8	%
Industrials		7.7	%
Consumer Staples		6.5	%
Energy		4.8	%
Utilities		3.0	%
Materials		2.8	%
Real Estate		2.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LX :: SPXU ULTRAPRO SHORT S&P500® :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraShort 7-10 Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the ICE U.S. Treasury 7-10 Year Bond Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 16.48%¹. For the same period, the Index had a total return of –8.59%² and a volatility of 7.14%. For the period, the Fund had an average daily volume of 159,179 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by ICE Data Indices, LLC. The Index includes publicly issued U.S. Treasury securities that have a remaining maturity greater than or equal to seven years and less than or equal to ten years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort 7-10 Year Treasury from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through October 13, 2016 reflects the performance of the Bloomberg Barclays U.S. 7-10 Year Treasury Bond Index. Index performance beginning on October 14, 2016 reflects the performance of the ICE U.S. Treasury 7-10 Year Bond Index.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort 7-10 Year Treasury		16.48	%		-1.20	%		-3.36	%
ICE U.S. Treasury 7-10 Year Bond Index		-8.59	%		0.96	%		1.33	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort 7-10 Year Treasury		1.10	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(199	%)
Futures Contracts		(1	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

ICE U.S. Treasury 7-10 Year Bond Index – Composition

	% of Index
7-10 Year U.S. Treasury		100	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRASHORT 7-10 YEAR TREASURY PST :: LXI

ProShares UltraShort 20+ Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the ICE U.S. Treasury 20+ Year Bond Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 25.29%¹. For the same period, the Index had a total return of –14.42%² and a volatility of 15.95%. For the period, the Fund had an average daily volume of 6,888,505 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by ICE Data Indices, LLC. The Index is part of a series of indices designed to measure the performance of the U.S. Treasury market. The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity greater than or equal to twenty years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort 20+ Year Treasury from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through October 13, 2016 reflects the performance of the Bloomberg Barclays U.S. 20+ Year Treasury Bond Index. Index performance beginning on October 14, 2016 reflects the performance of the ICE U.S. Treasury 20+ Year Bond Index.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort 20+ Year Treasury		25.29	%		-6.09	%		-8.17	%
ICE U.S. Treasury 20+ Year Bond Index		-14.42	%		0.88	%		1.62	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort 20+ Year Treasury		0.90	%		0.90	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Futures Contracts		(2	%)
Total Exposure		(202	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

ICE U.S. Treasury 20+ Year Bond Index – Composition

	% of Index
20+ Year U.S. Treasury		100	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LXII :: TBT ULTRASHORT 20+ YEAR TREASURY :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraShort Basic Materials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the Dow Jones U.S. Basic Materials^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –18.55%¹. For the same period, the Index had a total return of 3.41%² and a volatility of 20.95%. For the period, the Fund had an average daily volume of 11,377 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the basic materials industry. Component companies are involved in the production of aluminum, steel, non-ferrous metals, commodity chemicals, specialty chemicals, forest products, paper products, as well as the mining of precious metals and coal. The Index is a market cap weighted index that is updated in March, June, September and December.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort Basic Materials from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort Basic Materials		-18.55	%		-32.35	%		-28.40	%
Dow Jones U.S. Basic Materials Index		3.41	%		12.09	%		10.82	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort Basic Materials		3.84	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Basic Materials Index – Composition

	% of Index
Chemicals		75.4	%
Metals & Mining		24.4	%
Paper & Forest Products		0.2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRASHORT BASIC MATERIALS SMN :: LXIII

ProShares UltraShort Consumer Goods (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the Dow Jones U.S. Consumer Goods^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –10.88%¹. For the same period, the Index had a total return of –0.46%² and a volatility of 19.89%. For the period, the Fund had an average daily volume of 4,413 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the consumer goods industry. Component companies include, among others, automobiles and auto parts and tires, brewers and distillers, farming and fishing, durable and non-durable household product manufacturers, cosmetic companies, food and tobacco products, clothing, accessories and footwear. The Index is a market cap weighted index that is updated in March, June, September and December.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort Consumer Goods from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort Consumer Goods		-10.88	%		-25.18	%		-26.20	%
Dow Jones U.S. Consumer Goods Index		-0.46	%		10.29	%		12.30	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort Consumer Goods		7.90	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Consumer Goods Index – Composition

	% of Index
Food, Beverage & Tobacco		38.9	%
Automobiles & Components		25.2	%
Household & Personal Products		17.2	%
Consumer Durables & Apparel		12.9	%
Media & Entertainment		3.7	%
Retailing		1.1	%
Capital Goods		0.6	%
Food & Staples Retailing		0.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LXIV :: SZK ULTRASHORT CONSUMER GOODS :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraShort Consumer Services (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the Dow Jones U.S. Consumer Services^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 32.36%¹. For the same period, the Index had a total return of –19.77%² and a volatility of 22.86%. For the period, the Fund had an average daily volume of 3,358 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the consumer services industry. Component companies include, among others, airlines, broadcasting and entertainment, apparel and broadline retailers, food and drug retailers, media agencies, publishing, gambling, hotels, restaurants and bars, and travel and tourism. The Index is a market cap weighted index that is updated in March, June, September and December.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort Consumer Services from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort Consumer Services		32.36	%		-24.77	%		-28.73	%
Dow Jones U.S. Consumer Services Index		-19.77	%		9.23	%		13.57	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort Consumer Services		7.25	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Consumer Services Index – Composition

	% of Index
Retailing		46.7	%
Consumer Services		18.4	%
Media & Entertainment		18.3	%
Food & Staples Retailing		11.7	%
Transportation		3.2	%
Health Care Equipment & Services		0.9	%
Commercial & Professional Services		0.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRASHORT CONSUMER SERVICES SCC :: LXV

ProShares UltraShort Dow30^SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the Dow Jones Industrial Average^SM (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –2.01%¹. For the same period, the Index had a total return of –2.65%² and a volatility of 15.59%. For the period, the Fund had an average daily volume of 809,824 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a price-weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort Dow30^SM from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort Dow30SM		-2.01	%		-27.99	%		-27.22	%
Dow Jones Industrial Average Index		-2.65	%		11.87	%		12.90	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort Dow30SM		1.00	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(194	%)
Futures Contracts		(6	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones Industrial Average – Composition

	% of Index
Health Care		20.5	%
Information Technology		20.4	%
Financials		16.1	%
Industrials		13.8	%
Consumer Discretionary		13.5	%
Consumer Staples		7.7	%
Energy		3.4	%
Communication Services		3.2	%
Materials		1.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LXVI :: DXD ULTRASHORT DOW30SM :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraShort Financials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the Dow Jones U.S. Financials^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –5.18%¹. For the same period, the Index had a total return of –3.03%² and a volatility of 19.40%. For the period, the Fund had an average daily volume of 36,749 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the financials industry. Component companies include: among others, regional banks; major U.S. domiciled international banks; full line, life, and property and casualty insurance companies; companies that invest, directly or indirectly in real estate; diversified financial companies such as credit card issuers, check cashing companies, mortgage lenders and investment advisors; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges. The Index is a market cap weighted index that is updated in March, June, September and December.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort Financials from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort Financials		-5.18	%		-30.30	%		-30.94	%
Dow Jones U.S. Financials Index		-3.03	%		11.08	%		13.82	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort Financials		1.21	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Financials Index – Composition

	% of Index
Diversified Financials		32.4	%
Banks		23.4	%
Real Estate		20.0	%
Insurance		13.8	%
Software & Services		10.0	%
Commercial & Professional Services		0.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRASHORT FINANCIALS SKF :: LXVII

ProShares UltraShort FTSE China 50 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the FTSE China 50 Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 24.57%¹. For the same period, the Index had a total return of –29.48%² and a volatility of 35.56%. For the period, the Fund had an average daily volume of 27,970 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by FTSE International Limited. The Index consists of 50 of the largest and most liquid Chinese stocks listed and traded on the Stock Exchange of Hong Kong.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in ProShares UltraShort FTSE China 50 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort FTSE China 50		24.57	%		-17.54	%		-22.45	%
FTSE China 50 Index		-29.48	%		-1.27	%		2.98	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort FTSE China 50		1.26	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

FTSE China 50 Index – Composition

	% of Index
Consumer Discretionary		33.7	%
Financials		28.7	%
Communication Services		17.9	%
Real Estate		4.0	%
Energy		3.8	%
Information Technology		3.3	%
Health Care		3.1	%
Consumer Staples		2.6	%
Materials		1.7	%
Industrials		1.2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LXVIII :: FXP ULTRASHORT FTSE CHINA 50 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraShort FTSE Europe (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the FTSE Developed Europe All Cap Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 9.93%¹. For the same period, the Index had a total return of –10.85%² and a volatility of 19.82%. For the period, the Fund had an average daily volume of 103,374 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by FTSE International Limited. The Index is a free float-adjusted market cap weighted index representing the performance of large-, mid- and small-cap companies in Developed European markets, including the United Kingdom.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort FTSE Europe from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through April 22, 2013 reflects the performance of the MSCI Europe Index. Index performance beginning on April 23, 2013 through August 31, 2016 reflects the performance of the FTSE Developed Europe Index. Index performance beginning on September 1, 2016 reflects the performance of the FTSE Developed Europe All Cap Index.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort FTSE Europe		9.93	%		-18.26	%		-23.27	%
FTSE Developed Europe All Cap Index®		-10.85	%		4.34	%		7.57	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort FTSE Europe		1.48	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(199	%)
Total Exposure		(199	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

FTSE Developed Europe All Cap
Index – Country

	% of Index
United Kingdom		23.9	%
Switzerland		15.8	%
France		15.4	%
Germany		12.3	%
Others		6.7	%
Netherlands		6.6	%
Sweden		5.8	%
Spain		4.0	%
Denmark		3.9	%
Italy		3.5	%
Finland		2.1	%

FTSE Developed Europe All Cap
Index – Composition

	% of Index
Financials		16.2	%
Industrials		15.3	%
Health Care		14.5	%
Consumer Staples		11.8	%
Consumer Discretionary		9.8	%
Materials		8.0	%
Information Technology		7.4	%
Energy		6.1	%
Utilities		4.5	%
Communication Services		4.1	%
Real Estate		2.3	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRASHORT FTSE EUROPE EPV :: LXIX

ProShares UltraShort Health Care (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the Dow Jones U.S. Health Care^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –15.65%¹. For the same period, the Index had a total return of 4.58%² and a volatility of 15.55%. For the period, the Fund had an average daily volume of 8,979 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the healthcare industry. Component companies include, among others, health care providers, biotechnology companies, medical supplies, advanced medical devices and pharmaceuticals.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort Health Care from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort Health Care		-15.65	%		-29.04	%		-31.32	%
Dow Jones U.S. Health Care Index		4.58	%		13.49	%		15.87	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort Health Care		4.61	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Health Care Index – Composition

	% of Index
Pharmaceuticals		29.4	%
Health Care Providers & Services		21.5	%
Health Care Equipment & Supplies		19.6	%
Biotechnology		16.6	%
Life Sciences Tools & Services		12.7	%
Health Care Technology		0.2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LXX :: RXD ULTRASHORT HEALTH CARE :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraShort Industrials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the Dow Jones U.S. Industrials^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 18.18%¹. For the same period, the Index had a total return of –12.82%² and a volatility of 18.10%. For the period, the Fund had an average daily volume of 9,155 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the industrials industry. Component companies include, among others, building materials, heavy construction, factory equipment, heavy machinery, industrial services, pollution control, containers and packaging, industrial diversified, air freight, marine transportation, railroads, trucking, land-transportation equipment, shipbuilding, transportation services, advanced industrial equipment, electric components and equipment, and aerospace. The Index is a market cap weighted index that is updated in March, June, September and December.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort Industrials from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort Industrials		18.18	%		-27.75	%		-29.72	%
Dow Jones U.S. Industrials Index		-12.82	%		9.89	%		13.31	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort Industrials		5.16	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Industrials Index – Composition

	% of Index
Capital Goods		49.6	%
Software & Services		17.1	%
Transportation		12.9	%
Commercial & Professional Services		7.7	%
Materials		6.4	%
Technology Hardware & Equipment		5.9	%
Pharmaceuticals, Biotechnology & Life Sciences		0.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRASHORT INDUSTRIALS SIJ :: LXXI

ProShares UltraShort MidCap400 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the S&P MidCap 400^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 0.30%¹. For the same period, the Index had a total return of –6.52%² and a volatility of 20.78%. For the period, the Fund had an average daily volume of 3,134 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort MidCap400 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort MidCap400		0.30	%		-28.03	%		-28.63	%
S&P MidCap 400 Index		-6.52	%		9.56	%		12.23	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort MidCap400		2.78	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(191	%)
Futures Contracts		(9	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

S&P MidCap 400 – Composition

	% of Index
Industrials		18.5	%
Financials		14.7	%
Consumer Discretionary		14.0	%
Information Technology		13.1	%
Real Estate		9.3	%
Health Care		9.2	%
Materials		7.6	%
Energy		4.5	%
Consumer Staples		3.8	%
Utilities		3.7	%
Communication Services		1.6	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LXXII :: MZZ ULTRASHORT MIDCAP400 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraShort MSCI Brazil Capped (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the MSCI Brazil 25/50 Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –24.45%¹. For the same period, the Index had a total return 0.22%² and a volatility of 27.84%. For the period, the Fund had an average daily volume of 102,075 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by MSCI Inc. The MSCI Brazil 25/50 Index is designed to measure the performance of the large and mid cap segments of the Brazilian market. It applies certain investment limits that are imposed on regulated investment companies, or RICs, under the current US Internal Revenue Code. The Index covers approximately 85% of the free float-adjusted market capitalization in Brazil.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in ProShares UltraShort MSCI Brazil Capped from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through February 10, 2013 reflects the performance of the MSCI Brazil Index. Index performance beginning on February 11, 2013 reflects the performance of the MSCI Brazil 25/50 Index.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort MSCI Brazil Capped		-24.45	%		-40.19	%		-31.00	%
MSCI Brazil 25/50 Index		0.22	%		4.75	%		0.10	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort MSCI Brazil Capped		1.27	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(199	%)
Total Exposure		(199	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI Brazil 25/50 Index – Composition

	% of Index
Materials		25.9	%
Financials		23.9	%
Energy		17.3	%
Consumer Staples		8.9	%
Industrials		7.1	%
Utilities		6.5	%
Consumer Discretionary		4.3	%
Health Care		3.1	%
Communication Services		2.3	%
Information Technology		0.7	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRASHORT MSCI BRAZIL CAPPED BZQ :: LXXIII

ProShares UltraShort MSCI EAFE (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the MSCI EAFE Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 15.16%¹. For the same period, the Index had a total return of –10.38%² and a volatility of 15.65%. For the period, the Fund had an average daily volume of 5,394 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted, market capitalization in each industry group in developed market countries, excluding the U.S. and Canada.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort MSCI EAFE from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort MSCI EAFE		15.16	%		-15.25	%		-19.65	%
MSCI EAFE Index		-10.38	%		4.17	%		7.15	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort MSCI EAFE		4.29	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI EAFE Index – Country

	% of Index
Japan		22.1	%
United Kingdom		15.9	%
France		11.4	%
Others		10.8	%
Switzerland		10.1	%
Germany		8.2	%
Australia		8.1	%
Netherlands		4.2	%
Sweden		3.5	%
Hong Kong		3.0	%
Denmark		2.7	%

MSCI EAFE Index – Composition

	% of Index
Financials		17.6	%
Industrials		15.0	%
Health Care		13.3	%
Consumer Discretionary		11.2	%
Consumer Staples		10.4	%
Materials		8.2	%
Information Technology		8.1	%
Communication Services		5.0	%
Energy		4.8	%
Utilities		3.5	%
Real Estate		2.9	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LXXIV :: EFU ULTRASHORT MSCI EAFE :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraShort MSCI Emerging Markets (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the MSCI Emerging Markets Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 37.43%¹. For the same period, the Index had a total return of –19.83%² and a volatility of 17.62%. For the period, the Fund had an average daily volume of 16,930 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted market capitalization in emerging market countries.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort MSCI Emerging Markets from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort MSCI Emerging Markets		37.43	%		-18.41	%		-18.58	%
MSCI Emerging Markets Index		-19.83	%		3.80	%		4.17	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort MSCI Emerging Markets		1.71	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(199	%)
Total Exposure		(199	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI Emerging Markets Index – Country

	% of Index
China		30.8	%
Taiwan		16.0	%
India		12.8	%
Korea		12.7	%
Others		7.9	%
Brazil		5.5	%
Saudi Arabia		4.4	%
South Africa		3.8	%
Mexico		2.3	%
Thailand		1.9	%
Indonesia		1.9	%

MSCI Emerging Markets
Index – Composition

	% of Index
Financials		21.8	%
Information Technology		21.1	%
Consumer Discretionary		12.9	%
Communication Services		10.2	%
Materials		9.1	%
Consumer Staples		6.0	%
Industrials		5.5	%
Energy		5.0	%
Health Care		3.6	%
Utilities		2.7	%
Real Estate		2.1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRASHORT MSCI EMERGING MARKETS EEV :: LXXV

ProShares UltraShort MSCI Japan (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the MSCI Japan Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 22.67%¹. For the same period, the Index had a total return of –13.32%² and a volatility of 17.57%. For the period, the Fund had an average daily volume of 12,689 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by MSCI Inc. The Index adjusts the market capitalization of Index constituents for free float and targets for Index inclusion 85% of the free float-adjusted market capitalization in Japan.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort MSCI Japan from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort MSCI Japan		22.67	%		-13.36	%		-19.84	%
MSCI Japan Index		-13.32	%		3.67	%		6.99	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort MSCI Japan		1.98	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(199	%)
Total Exposure		(199	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

MSCI Japan Index – Composition

	% of Index
Industrials		22.1	%
Consumer Discretionary		18.7	%
Information Technology		14.2	%
Financials		10.2	%
Health Care		9.4	%
Communication Services		8.6	%
Consumer Staples		6.4	%
Materials		5.0	%
Real Estate		3.5	%
Utilities		1.0	%
Energy		0.9	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LXXVI :: EWV ULTRASHORT MSCI JAPAN :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraShort Nasdaq Biotechnology (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the NASDAQ Biotechnology^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 31.29%¹. For the same period, the Index had a total return of –21.52%² and a volatility of 25.44%. For the period, the Fund had an average daily volume of 18,450 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by Nasdaq Inc. (the "Index Provider"). The Index is a modified capitalization-weighted index that includes securities of Nasdaq listed companies that are classified as either biotechnology or pharmaceutical. The securities also meet other eligibility criteria determined by the Index Provider, including minimum market capitalization and liquidity requirements.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort Nasdaq Biotechnology from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort Nasdaq Biotechnology		31.29	%		-24.18	%		-33.76	%
NASDAQ Biotechnology Index		-21.52	%		5.04	%		11.72	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort Nasdaq Biotechnology		1.55	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

NASDAQ Biotechnology Index – Composition

	% of Index
Biotechnology		78.7	%
Pharmaceuticals		13.8	%
Life Sciences Tools & Services		5.9	%
Health Care Equipment & Suppli		1.0	%
Health Care Providers & Servic		0.6	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRASHORT NASDAQ BIOTECHNOLOGY BIS :: LXXVII

ProShares UltraShort Oil & Gas (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the Dow Jones U.S. Oil & Gas^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –74.73%¹. For the same period, the Index had a total return of 72.84 %² and a volatility of 29.93 %. For the period, the Fund had an average daily volume of 136,650 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the oil and gas sector. Component companies typically are engaged in the following activities related to the oil and gas sector, among others, exploration and production, integrated oil and gas, oil equipment and services, pipelines, renewable energy equipment companies and alternative fuel producers. The Index is a market cap weighted index that is updated in March, June, September and December.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort Oil & Gas from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort Oil & Gas		-74.73	%		-41.41	%		-29.82	%
Dow Jones U.S. Oil & Gas Index		72.84	%		10.19	%		6.06	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort Oil & Gas		1.32	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Oil & Gas Index – Composition

	% of Index
Oil, Gas & Consumable Fuels		90.7	%
Energy Equipment & Services		8.0	%
Electric Equipment		0.5	%
Electric Utilities		0.4	%
Semiconductors & Semiconductor Equipment		0.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LXXVIII :: DUG ULTRASHORT OIL & GAS :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraShort QQQ (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the NASDAQ-100^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –4.49%¹. For the same period, the Index had a total return of –6.96%² and a volatility of 25.13%. For the period, the Fund had an average daily volume of 13,620,985 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by Nasdaq Inc. The Index includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort QQQ from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort QQQ		-4.49	%		-38.61	%		-36.71	%
NASDAQ-100 Index		-6.96	%		17.99	%		18.79	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort QQQ		1.03	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(198	%)
Futures Contracts		(2	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

NASDAQ-100 Index – Composition

	% of Index
Information Technology		51.0	%
Communication Services		16.9	%
Consumer Discretionary		15.0	%
Health Care		6.2	%
Consumer Staples		6.1	%
Industrials		3.4	%
Utilities		1.4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRASHORT QQQ QID :: LXXIX

ProShares UltraShort Real Estate (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the Dow Jones U.S. Real Estate^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –12.78%¹. For the same period, the Index had a total return of 1.53%² and a volatility of 18.45%. For the period, the Fund had an average daily volume of 61,123 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to track the performance of real estate investment trusts ("REITs") and other companies that invest directly or indirectly in real estate through development, management or ownership, including property agencies. Component companies include, among others, real estate holding and development and real estate services companies and REITs. REITs are passive investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. The Index is a market cap weighted index that is updated in March, June, September and December.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort Real Estate from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort Real Estate		-12.78	%		-25.14	%		-23.98	%
Dow Jones U.S. Real Estate Index		1.53	%		8.16	%		9.08	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort Real Estate		1.20	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Real Estate Index – Composition

	% of Index
Equity Real Estate Investment Trusts (REITs)		91.9	%
Real Estate Management & Development		3.9	%
Mortgage Real Estate Investment Trusts (REITs)		2.5	%
Professional Services		1.7	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LXXX :: SRS ULTRASHORT REAL ESTATE :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraShort Russell2000 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the Russell 2000^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 20.54%¹. For the same period, the Index had a total return of –16.92%² and a volatility of 23.87%. For the period, the Fund had an average daily volume of 2,901,008 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by FTSE Russell. The Index is a measure of small-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index containing approximately 2,000 of the smallest companies in the Russell 3000^® Index or approximately 10% of the total market capitalization of the Russell 3000^® Index, which in turn represents approximately 98% of the U.S. equity market and includes approximately 3,000 of the largest companies in the U.S. The Russell 3000^® Index includes large-, mid-, and small-capitalization companies.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort Russell2000 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort Russell2000		20.54	%		-28.29	%		-29.29	%
Russell 2000 Index		-16.92	%		7.71	%		10.83	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort Russell2000		1.09	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(196	%)
Futures Contracts		(4	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Russell 2000 Index – Composition

	% of Index
Financials		16.4	%
Industrials		15.6	%
Health Care		14.8	%
Information Technology		12.9	%
Consumer Discretionary		10.1	%
Energy		8.3	%
Real Estate		7.7	%
Materials		4.2	%
Consumer Staples		3.8	%
Utilities		3.3	%
Communication Services		2.9	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRASHORT RUSSELL2000 TWM :: LXXXI

ProShares UltraShort S&P500^® (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the S&P 500^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –8.93%¹. For the same period, the Index had a total return of –0.30%² and a volatility of 18.10%. For the period, the Fund had an average daily volume of 7,922,607 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort S&P500® from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort S&P500®		-8.93	%		-29.50	%		-28.98	%
S&P 500 Index		-0.30	%		13.38	%		14.39	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort S&P500®		0.90	%		0.90	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(199	%)
Futures Contracts		(1	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

S&P 500 – Composition

	% of Index
Information Technology		27.1	%
Health Care		14.4	%
Financials		11.2	%
Consumer Discretionary		10.9	%
Communication Services		8.8	%
Industrials		7.7	%
Consumer Staples		6.5	%
Energy		4.8	%
Utilities		3.0	%
Materials		2.8	%
Real Estate		2.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LXXXII :: SDS ULTRASHORT S&P500® :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraShort Semiconductors (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the Dow Jones U.S. Semiconductors^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –38.73%¹. For the same period, the Index had a total return of 2.84%² and a volatility of 37.53%. For the period, the Fund had an average daily volume of 18,171 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the semiconductors sub-sector. Component companies are engaged in the production and distribution of semiconductors and other integrated chips, as well as other related products such as semiconductor capital equipment and mother-boards. The Index is a market cap weighted index that is updated in March, June, September and December.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort Semiconductors from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort Semiconductors		-38.73	%		-52.89	%		-47.26	%
Dow Jones U.S. Semiconductors Index		2.84	%		23.18	%		22.66	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort Semiconductors		2.52	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Semiconductors Index – Composition

	% of Index
Semiconductors & Semiconductor Equipment		100	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRASHORT SEMICONDUCTORS SSG :: LXXXIII

ProShares UltraShort SmallCap600 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the S&P SmallCap 600^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of 2.81%¹. For the same period, the Index had a total return of –8.73%² and a volatility of 21.84%. For the period, the Fund had an average daily volume of 4,462 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of small-cap company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 600 U.S. operating companies selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counter party becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort SmallCap600 from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort SmallCap600		2.81	%		-31.07	%		-31.36	%
S&P SmallCap 600 Index		-8.73	%		9.78	%		12.71	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort SmallCap600		2.41	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

S&P SmallCap 600 – Composition

	% of Index
Financials		17.8	%
Industrials		16.4	%
Information Technology		13.1	%
Consumer Discretionary		12.0	%
Health Care		11.5	%
Real Estate		7.6	%
Energy		7.0	%
Materials		5.7	%
Consumer Staples		5.1	%
Utilities		2.0	%
Communication Services		1.8	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LXXXIV :: SDD ULTRASHORT SMALLCAP600 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares UltraShort Technology (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the Dow Jones U.S. Technology^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –14.02%¹. For the same period, the Index had a total return of –4.05%² and a volatility of 27.46%. For the period, the Fund had an average daily volume of 27,989 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the technology industry. Component companies include, among others, those involved in computers and office equipment, software, communications technology, semiconductors, diversified technology services and Internet services. The Index is a market cap weighted index that is updated in March, June, September and December.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort Technology from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort Technology		-14.02	%		-43.95	%		-38.78	%
Dow Jones U.S. Technology Index		-4.05	%		20.92	%		19.16	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort Technology		2.18	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Technology Index – Composition

	% of Index
Software & Services		36.3	%
Technology Hardware & Equipment		25.6	%
Semiconductors & Semiconductor Equipment		19.7	%
Media & Entertainment		17.1	%
Retailing		0.5	%
Health Care Equipment & Services		0.5	%
Telecommunication Services		0.2	%
Consumer Durables & Apparel		0.1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRASHORT TECHNOLOGY REW :: LXXXV

ProShares UltraShort Utilities (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (–2x) of the daily performance of the Dow Jones U.S. Utilities^SM Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2022, the Fund had a total return of –32.77%¹. For the same period, the Index had a total return of 17.25%² and a volatility of 15.12%. For the period, the Fund had an average daily volume of 7,544 shares and an average daily statistical correlation of over 0.99 to two times the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the utilities industry. Component companies include, among others, electric utilities, gas utilities, multi-utilities and water utilities. The Index is a market cap weighted index that is updated in March, June, September and December.

During the year ended May 31, 2022, the Fund invested in swap agreements in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares UltraShort Utilities from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

	One Year			Five Years			Ten Years
ProShares UltraShort Utilities		-32.77	%		-26.54	%		-26.69	%
Dow Jones U.S. Utilities Index		17.25	%		9.92	%		11.58	%

Expense Ratios**

Fund	Gross			Net
ProShares UltraShort Utilities		4.17	%		0.95	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	%)
Total Exposure		(200	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Dow Jones U.S. Utilities Index – Composition

	% of Index
Electric Utilities		60.5	%
Multi-Utilities		29.1	%
Gas Utilities		4.4	%
Water Utilities		3.3	%
Independent Power and Renewable Electricity Producers		2.7	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1  Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2  The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

3  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

LXXXVI :: SDP ULTRASHORT UTILITIES :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

EXPENSE EXAMPLES

PROSHARES TRUST EXPENSE EXAMPLES (UNAUDITED) :: LXXXVII

As a shareholder, you incur two types of costs: (1) transaction costs for purchasing and selling shares and (2) ongoing costs, including advisory fees and other Fund expenses. The expense examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds.

Actual Expenses

The actual expense examples are based on an investment of $1,000 invested at the beginning of a six-month period and held through the period ended, May 31, 2022.

The first line in the following tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 =8.6), then multiply the result by the number in the first line under the heading "Expenses Paid During the Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The hypothetical expense examples are based on an investment of $1,000 invested at the beginning of a six month period and held through the period ended, May 31, 2022.

The second line in the following tables provides information about hypothetical account values and hypothetical expenses based on the Funds' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as brokerage charges. Therefore, the second line for each Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transaction costs were included, your costs would have been higher.

	Beginning Account Value 12/1/2021		Ending Account Value 05/31/22		Expenses Paid During the Period*		Annualized Expense Ratio During Period
Short 7-10 Year Treasury
Actual	$	1,000.00	$	1,103.40	$	4.98		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Short 20+ Year Treasury
Actual	$	1,000.00	$	1,261.80	$	5.08		0.90	%
Hypothetical	$	1,000.00	$	1,020.44	$	4.53		0.90	%
Short Dow30SM
Actual	$	1,000.00	$	1,014.10	$	4.77		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Short Financials
Actual	$	1,000.00	$	1,018.00	$	4.78		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Short FTSE China 50
Actual	$	1,000.00	$	1,048.80	$	4.85		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Short High Yield
Actual	$	1,000.00	$	1,031.70	$	4.81		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Short MidCap400
Actual	$	1,000.00	$	1,033.60	$	4.82		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Short MSCI EAFE
Actual	$	1,000.00	$	1,048.70	$	4.85		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%

LXXXVIII :: EXPENSE EXAMPLES (UNAUDITED) PROSHARES TRUST

	Beginning Account Value 12/1/2021		Ending Account Value 05/31/22		Expenses Paid During the Period*		Annualized Expense Ratio During Period
Short MSCI Emerging Markets
Actual	$	1,000.00	$	1,088.00	$	4.95		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Short QQQ
Actual	$	1,000.00	$	1,202.60	$	5.22		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Short Real Estate
Actual	$	1,000.00	$	1,035.20	$	4.82		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Short Russell2000
Actual	$	1,000.00	$	1,121.30	$	5.02		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Short S&P500®
Actual	$	1,000.00	$	1,066.40	$	4.53		0.88	%
Hypothetical	$	1,000.00	$	1,020.54	$	4.43		0.88	%
Short SmallCap600
Actual	$	1,000.00	$	1,044.30	$	4.84		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra 7-10 Year Treasury
Actual	$	1,000.00	$	799.90	$	4.26		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra 20+ Year Treasury
Actual	$	1,000.00	$	587.60	$	3.76		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra Basic Materials
Actual	$	1,000.00	$	1,118.90	$	5.02		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra Consumer Goods
Actual	$	1,000.00	$	765.10	$	4.18		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra Consumer Services
Actual	$	1,000.00	$	571.20	$	3.72		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra Dow30SM
Actual	$	1,000.00	$	908.60	$	4.52		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra Financials
Actual	$	1,000.00	$	878.50	$	4.45		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra FTSE China 50
Actual	$	1,000.00	$	642.30	$	3.93		0.96	%
Hypothetical	$	1,000.00	$	1,020.14	$	4.84		0.96	%

PROSHARES TRUST EXPENSE EXAMPLES (UNAUDITED) :: LXXXIX

	Beginning Account Value 12/1/2021		Ending Account Value 05/31/22		Expenses Paid During the Period*		Annualized Expense Ratio During Period
Ultra FTSE Europe
Actual	$	1,000.00	$	822.90	$	4.32		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra Health Care
Actual	$	1,000.00	$	961.90	$	4.65		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra High Yield
Actual	$	1,000.00	$	894.60	$	4.49		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra Industrials
Actual	$	1,000.00	$	778.80	$	4.21		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra MidCap400
Actual	$	1,000.00	$	840.50	$	4.36		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra MSCI Brazil Capped
Actual	$	1,000.00	$	1,622.30	$	6.21		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra MSCI EAFE
Actual	$	1,000.00	$	834.70	$	4.35		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra MSCI Emerging Markets
Actual	$	1,000.00	$	757.10	$	4.16		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra MSCI Japan
Actual	$	1,000.00	$	752.50	$	4.19		0.96	%
Hypothetical	$	1,000.00	$	1,020.14	$	4.84		0.96	%
Ultra Nasdaq Biotechnology
Actual	$	1,000.00	$	573.80	$	3.73		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra Nasdaq Cloud Computing
Actual	$	1,000.00	$	388.70	$	3.29		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra Nasdaq Cybersecurity
Actual	$	1,000.00	$	627.20	$	3.85		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra Oil & Gas
Actual	$	1,000.00	$	2,386.40	$	8.02		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra QQQ
Actual	$	1,000.00	$	579.60	$	3.74		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%

XC :: EXPENSE EXAMPLES (UNAUDITED) PROSHARES TRUST

	Beginning Account Value 12/1/2021		Ending Account Value 05/31/22		Expenses Paid During the Period*		Annualized Expense Ratio During Period
Ultra Real Estate
Actual	$	1,000.00	$	852.70	$	4.39		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra Russell2000
Actual	$	1,000.00	$	692.80	$	4.01		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra S&P500®
Actual	$	1,000.00	$	801.50	$	4.04		0.90	%
Hypothetical	$	1,000.00	$	1,020.44	$	4.53		0.90	%
Ultra Semiconductors
Actual	$	1,000.00	$	524.70	$	3.61		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra SmallCap600
Actual	$	1,000.00	$	825.50	$	4.32		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra Technology
Actual	$	1,000.00	$	563.40	$	3.70		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra Telecommunications
Actual	$	1,000.00	$	853.60	$	4.39		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
Ultra Utilities
Actual	$	1,000.00	$	1,283.70	$	5.41		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraPro Dow30SM
Actual	$	1,000.00	$	843.90	$	4.37		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraPro MidCap400
Actual	$	1,000.00	$	734.40	$	4.11		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraPro QQQ
Actual	$	1,000.00	$	405.90	$	3.01		0.86	%
Hypothetical	$	1,000.00	$	1,020.64	$	4.33		0.86	%
UltraPro Russell2000
Actual	$	1,000.00	$	542.70	$	3.65		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraPro S&P500®
Actual	$	1,000.00	$	688.30	$	3.87		0.92	%
Hypothetical	$	1,000.00	$	1,020.34	$	4.63		0.92	%
UltraPro Short 20+ Year Treasury
Actual	$	1,000.00	$	1,934.40	$	6.95		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%

PROSHARES TRUST EXPENSE EXAMPLES (UNAUDITED) :: XCI

	Beginning Account Value 12/1/2021		Ending Account Value 05/31/22		Expenses Paid During the Period*		Annualized Expense Ratio During Period
UltraPro Short Dow30SM
Actual	$	1,000.00	$	999.90	$	4.74		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraPro Short MidCap400
Actual	$	1,000.00	$	1,012.40	$	4.77		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraPro Short QQQ
Actual	$	1,000.00	$	1,496.40	$	5.91		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraPro Short Russell2000
Actual	$	1,000.00	$	1,262.00	$	5.36		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraPro Short S&P500®
Actual	$	1,000.00	$	1,129.90	$	4.78		0.90	%
Hypothetical	$	1,000.00	$	1,020.44	$	4.53		0.90	%
UltraShort 7-10 Year Treasury
Actual	$	1,000.00	$	1,218.60	$	5.25		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort 20+ Year Treasury
Actual	$	1,000.00	$	1,576.20	$	5.72		0.89	%
Hypothetical	$	1,000.00	$	1,020.49	$	4.48		0.89	%
UltraShort Basic Materials
Actual	$	1,000.00	$	790.30	$	4.24		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort Consumer Goods
Actual	$	1,000.00	$	1,141.80	$	5.07		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort Consumer Services
Actual	$	1,000.00	$	1,454.20	$	5.81		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort Dow30SM
Actual	$	1,000.00	$	1,017.50	$	4.78		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort Financials
Actual	$	1,000.00	$	1,017.90	$	4.78		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort FTSE China 50
Actual	$	1,000.00	$	970.80	$	4.67		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort FTSE Europe
Actual	$	1,000.00	$	1,062.80	$	4.89		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%

XCII :: EXPENSE EXAMPLES (UNAUDITED) PROSHARES TRUST

	Beginning Account Value 12/1/2021		Ending Account Value 05/31/22		Expenses Paid During the Period*		Annualized Expense Ratio During Period
UltraShort Health Care
Actual	$	1,000.00	$	956.50	$	4.63		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort Industrials
Actual	$	1,000.00	$	1,154.30	$	5.10		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort MidCap400
Actual	$	1,000.00	$	1,043.90	$	4.84		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort MSCI Brazil Capped
Actual	$	1,000.00	$	504.30	$	3.56		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort MSCI EAFE
Actual	$	1,000.00	$	1,100.20	$	4.97		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort MSCI Emerging Markets
Actual	$	1,000.00	$	1,157.70	$	5.11		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort MSCI Japan
Actual	$	1,000.00	$	1,214.90	$	5.25		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort Nasdaq Biotechnology
Actual	$	1,000.00	$	1,424.50	$	5.74		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort Oil & Gas
Actual	$	1,000.00	$	339.30	$	3.17		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort QQQ
Actual	$	1,000.00	$	1,377.70	$	5.63		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort Real Estate
Actual	$	1,000.00	$	1,052.70	$	4.86		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort Russell2000
Actual	$	1,000.00	$	1,214.00	$	5.24		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort S&P500®
Actual	$	1,000.00	$	1,112.90	$	4.74		0.90	%
Hypothetical	$	1,000.00	$	1,020.44	$	4.53		0.90	%
UltraShort Semiconductors
Actual	$	1,000.00	$	1,199.90	$	5.21		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%

PROSHARES TRUST EXPENSE EXAMPLES (UNAUDITED) :: XCIII

	Beginning Account Value 12/1/2021		Ending Account Value 05/31/22		Expenses Paid During the Period*		Annualized Expense Ratio During Period
UltraShort SmallCap600
Actual	$	1,000.00	$	1,061.80	$	4.88		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort Technology
Actual	$	1,000.00	$	1,362.20	$	5.59		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%
UltraShort Utilities
Actual	$	1,000.00	$	731.00	$	4.10		0.95	%
Hypothetical	$	1,000.00	$	1,020.19	$	4.78		0.95	%

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

XCIV :: EXPENSE EXAMPLES (UNAUDITED) PROSHARES TRUST

SCHEDULE OF PORTFOLIO INVESTMENTS

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: 1

Investments	Principal Amount		Value
Short-Term Investments — 79.4%
Repurchase Agreements (a) — 35.7%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $61,356,691 (Cost $61,355,455)	$	61,355,455	$	61,355,455
U.S. Treasury Obligations — 43.7%
U.S. Treasury Bills
0.35%, 6/2/2022 (b)		50,000,000		49,999,283
1.00%, 8/18/2022 (b)		25,000,000		24,943,464
Total U.S. Treasury Obligations (Cost $74,945,482)				74,942,747
Total Short-Term Investments (Cost $136,300,937)				136,298,202
Total Investments — 79.4% (Cost $136,300,937)				136,298,202
Other assets less liabilities — 20.6%				35,418,452
Net Assets — 100.0%			$	171,716,654

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	2,651,665
Aggregate gross unrealized depreciation		(3,107,678	)
Net unrealized depreciation	$	(456,013	)
Federal income tax cost	$	136,300,937

Futures Contracts Sold

Short 7-10 Year Treasury had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
U.S. Treasury 10 Year Note		13	9/21/2022	USD	$	1,552,078	$	11,352

Swap Agreements^a

Short 7-10 Year Treasury had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(24,359,919	)	11/7/2022	Bank of America NA		(0.34	)%	ICE U.S. Treasury 7-10 Year Bond Index		2,640,313			(2,640,313	)		—		—
	(145,880,177	)	2/17/2023	Citibank NA		(0.36	)%	ICE U.S. Treasury 7-10 Year Bond Index		(3,104,943	)		—			3,104,943		—
	(170,240,096	)								(464,630	)
								Total Unrealized Appreciation		2,640,313
								Total Unrealized Depreciation		(3,104,943	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

See accompanying notes to the financial statements.

2 :: TBX SHORT 7-10 YEAR TREASURY :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: SHORT 7-10 YEAR TREASURY TBX :: 3

Investments	Principal Amount		Value
Short-Term Investments — 100.5%
Repurchase Agreements (a) — 11.8%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $79,738,792 (Cost $79,737,186)	$	79,737,186	$	79,737,186
U.S. Treasury Obligations (b) — 88.7%
U.S. Treasury Bills
0.36%, 6/2/2022 (c)		110,000,000		109,998,426
0.35%, 6/9/2022 (c)		10,000,000		9,998,822
0.28%, 6/16/2022 (c)		100,000,000		99,975,885
0.53%, 6/21/2022 (c)		100,000,000		99,967,222
0.64%, 6/30/2022 (c)		50,000,000		49,972,611
0.10%, 8/11/2022 (c)		140,000,000		139,715,606
0.08%, 9/8/2022 (c)		30,000,000		29,907,342
0.51%, 11/3/2022 (c)		35,000,000		34,786,240
0.69%, 12/29/2022 (c)		25,000,000		24,768,472
Total U.S. Treasury Obligations (Cost $599,721,195)				599,090,626
Total Short-Term Investments (Cost $679,458,381)				678,827,812
Total Investments — 100.5% (Cost $679,458,381)				678,827,812
Liabilities in excess of other assets — (0.5%)				(3,664,877	)
Net Assets — 100.0%			$	675,162,935

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $75,855,520.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	8,462,131
Aggregate gross unrealized depreciation		(8,001,351	)
Net unrealized appreciation	$	460,780
Federal income tax cost	$	679,458,381

Futures Contracts Sold

Short 20+ Year Treasury had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
U.S. Treasury Long Bond		90	9/21/2022	USD	$	12,540,938	$	136,935

See accompanying notes to the financial statements.

4 :: TBF SHORT 20+ YEAR TREASURY :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Swap Agreements^a

Short 20+ Year Treasury had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(290,397,121	)	2/17/2023	Citibank NA		(0.38	)%	ICE U.S. Treasury 20+ Year Bond Index		(7,370,782	)		7,370,782			—			—
	(193,549,892	)	1/16/2023	Goldman Sachs International		(0.41	)%	ICE U.S. Treasury 20+ Year Bond Index		2,824,366			—			—			2,824,366
	(188,935,475	)	1/16/2024	Societe Generale		(0.55	)%	ICE U.S. Treasury 20+ Year Bond Index		5,500,830			(2,110,603	)		(5,505	)		3,384,722
	(672,882,488	)								954,414
								Total Unrealized Appreciation		8,325,196
								Total Unrealized Depreciation		(7,370,782	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: SHORT 20+ YEAR TREASURY TBF :: 5

Investments	Principal Amount		Value
Short-Term Investments — 95.3%
Repurchase Agreements (a) — 17.3%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $44,245,372 (Cost $44,244,479)	$	44,244,479	$	44,244,479
U.S. Treasury Obligations (b) — 78.0%
U.S. Treasury Bills
0.34%, 6/2/2022 (c)		35,000,000		34,999,499
0.37%, 6/7/2022 (c)		5,000,000		4,999,592
0.35%, 6/9/2022 (c)		10,000,000		9,998,822
0.55%, 6/23/2022 (c)		10,000,000		9,996,524
0.58%, 6/30/2022 (c)		10,000,000		9,994,522
0.07%, 8/11/2022 (c)		50,000,000		49,898,431
0.09%, 9/8/2022 (c)		45,000,000		44,861,013
0.51%, 11/3/2022 (c)		35,000,000		34,786,240
Total U.S. Treasury Obligations (Cost $199,897,107)				199,534,643
Total Short-Term Investments (Cost $244,141,586)				243,779,122
Total Investments — 95.3% (Cost $244,141,586)				243,779,122
Other assets less liabilities — 4.7%				11,957,753
Net Assets — 100.0%			$	255,736,875

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $9,440,776.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	10,908,993
Aggregate gross unrealized depreciation		(475,339	)
Net unrealized appreciation	$	10,433,654
Federal income tax cost	$	244,141,586

Futures Contracts Sold

Short Dow30^SM had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
DJIA CBOT E-Mini Index		99	6/17/2022	USD	$	16,320,645	$	818,524

See accompanying notes to the financial statements.

6 :: DOG SHORT DOW30SM :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Swap Agreements^a

Short Dow30^SM had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(84,058,826	)	5/8/2023	Bank of America NA		(1.03	)%	Dow Jones Industrial AverageSM		388,006			(6,031	)		—			381,975
	(3,496,953	)	11/6/2023	Barclays Capital		(1.03	)%	Dow Jones Industrial AverageSM		(17,535	)		—			—			(17,535	)
	(75,613,355	)	5/8/2023	BNP Paribas SA		(1.13	)%	Dow Jones Industrial AverageSM		4,675,016			(4,253,181	)		(1,856	)		419,979
	(9,699,095	)	4/10/2023	Citibank NA		(1.31	)%	Dow Jones Industrial AverageSM		(95,340	)		95,340			—			—
	(9,930,026	)	3/7/2023	Goldman Sachs International		(1.18	)%	Dow Jones Industrial AverageSM		945,888			(945,888	)		—			—
	(3,562,933	)	3/7/2023	Societe Generale		(0.93	)%	Dow Jones Industrial AverageSM		76,148			(73,696	)		(2,452	)		—
	(52,978,900	)	3/7/2023	UBS AG		(1.03	)%	Dow Jones Industrial AverageSM		4,005,411			—			(3,670,000	)		335,411
	(239,340,088	)								9,977,594
								Total Unrealized Appreciation		10,090,469
								Total Unrealized Depreciation		(112,875	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: SHORT DOW30SM DOG :: 7

Investments	Principal Amount		Value
Short-Term Investments — 85.8%
Repurchase Agreements (a) — 85.8%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $15,866,330 (Cost $15,866,010)	$	15,866,010	$	15,866,010
Total Investments — 85.8% (Cost $15,866,010)				15,866,010
Other assets less liabilities — 14.2%				2,627,805
Net Assets — 100.0%			$	18,493,815

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	661,249
Aggregate gross unrealized depreciation		(372,033	)
Net unrealized appreciation	$	289,216
Federal income tax cost	$	15,866,010

Swap Agreements^a

Short Financials had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(3,622,384	)	5/8/2023	Bank of America NA		(0.73	)%	Dow Jones U.S. FinancialsSM Indexf		(28,223	)		—			28,223		—
	(7,244,768	)	5/8/2023	BNP Paribas SA		(1.03	)%	Dow Jones U.S. FinancialsSM Indexf		464,934			(464,934	)		—		—
	(1,050,491	)	4/10/2023	Citibank NA		(0.98	)%	Dow Jones U.S. FinancialsSM Indexf		95,464			—			—		95,464
	(726,789	)	3/7/2023	Goldman Sachs International		(0.93	)%	Dow Jones U.S. FinancialsSM Indexf		82,879			—			—		82,879
	(891,723	)	11/7/2022	Morgan Stanley & Co. International plc		(0.48	)%	Dow Jones U.S. FinancialsSM Indexf		(309,542	)		—			293,000		(16,542	)
	(939,508	)	3/7/2023	Societe Generale		(0.93	)%	Dow Jones U.S. FinancialsSM Indexf		17,972			—			—		17,972
	(4,013,139	)	3/7/2023	UBS AG		(0.93	)%	Dow Jones U.S. FinancialsSM Indexf		(34,268	)		—			34,268		—
	(18,488,802	)								289,216
								Total Unrealized Appreciation		661,249
								Total Unrealized Depreciation		(372,033	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to the financial statements.

8 :: SEF SHORT FINANCIALS :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  See the Common Stocks section of the Summary Schedule of Portfolio Investments of ProShares Ultra Financials for the components of the underlying reference instrument and their relative weightings.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: SHORT FINANCIALS SEF :: 9

Investments	Principal Amount		Value
Short-Term Investments — 83.4%
Repurchase Agreements (a) — 83.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $5,704,356 (Cost $5,704,241)	$	5,704,241	$	5,704,241
Total Investments — 83.4% (Cost $5,704,241)				5,704,241
Other assets less liabilities — 16.6%				1,132,182
Net Assets — 100.0%			$	6,836,423

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	243,135
Aggregate gross unrealized depreciation		(748,096	)
Net unrealized depreciation	$	(504,961	)
Federal income tax cost	$	5,704,241

Swap Agreements^a,f

Short FTSE China 50 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(1,322,870	)	4/10/2023	Bank of America NA		0.67	%	iShares® China Large-Cap ETF		(498,146	)		—			498,146		—
	(2,706,456	)	4/10/2023	Citibank NA		1.92	%	iShares® China Large-Cap ETF		(234,853	)		—			234,853		—
	(1,172,210	)	3/7/2023	Goldman Sachs International		(0.33	)%	iShares® China Large-Cap ETF		207,599			(207,599	)		—		—
	(313,222	)	3/7/2023	Societe Generale		0.82	%	iShares® China Large-Cap ETF		35,536			(884	)		—		34,652
	(1,315,940	)	4/10/2023	UBS AG		0.92	%	iShares® China Large-Cap ETF		(15,097	)		—			15,097		—
	(6,830,698	)								(504,961	)
								Total Unrealized Appreciation		243,135
								Total Unrealized Depreciation		(748,096	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

See accompanying notes to the financial statements.

10 :: YXI SHORT FTSE CHINA 50 :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 86.4%
Repurchase Agreements (a) — 20.8%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $71,482,831 (Cost $71,481,391)	$	71,481,391	$	71,481,391
U.S. Treasury Obligations — 65.6%
U.S. Treasury Bills
0.34%, 6/2/2022 (b)		45,000,000		44,999,356
0.37%, 6/7/2022 (b)		25,000,000		24,997,958
0.35%, 6/9/2022 (b)		10,000,000		9,998,822
0.63%, 6/30/2022 (b)		70,000,000		69,961,655
0.71%, 7/5/2022 (b)		75,000,000		74,952,188
Total U.S. Treasury Obligations (Cost $224,911,266)				224,909,979
Total Short-Term Investments (Cost $296,392,657)				296,391,370
Total Investments — 86.4% (Cost $296,392,657)				296,391,370
Other assets less liabilities — 13.6%				46,650,451
Net Assets — 100.0%			$	343,041,821

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	2,518,852
Aggregate gross unrealized depreciation		(592,662	)
Net unrealized appreciation	$	1,926,190
Federal income tax cost	$	296,392,657

Swap Agreements^a,f

Short High Yield had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(153,898,804	)	4/10/2023	Citibank NA		1.92	%	iShares® iBoxx $ High Yield Corporate Bond ETF		(588,720	)		—		588,720			—
	(90,213,388	)	3/7/2023	Goldman Sachs International		3.42	%	iShares® iBoxx $ High Yield Corporate Bond ETF		376,657			—		(1,843	)		374,814
	(98,904,250	)	11/7/2022	UBS AG		2.17	%	iShares® iBoxx $ High Yield Corporate Bond ETF		2,139,540			—		(2,030,000	)		109,540
	(343,016,442	)								1,927,477
								Total Unrealized Appreciation		2,516,197
								Total Unrealized Depreciation		(588,720	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: SHORT HIGH YIELD SJB :: 11

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation and final settlement of these swap transactions as of the time the Fund calculates its NAV, which differs from the time the Fund's underlying index is calculated, one or more exchange-traded financial products are used as the reference entity, as a surrogate for the respective underlying index.

See accompanying notes to the financial statements.

12 :: SJB SHORT HIGH YIELD :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 87.9%
Repurchase Agreements (a) — 87.9%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $10,726,330 (Cost $10,726,113)	$	10,726,113	$	10,726,113
Total Investments — 87.9% (Cost $10,726,113)				10,726,113
Other assets less liabilities — 12.1%				1,480,272
Net Assets — 100.0%			$	12,206,385

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	756,159
Aggregate gross unrealized depreciation		(212,953	)
Net unrealized appreciation	$	543,206
Federal income tax cost	$	10,726,113

Futures Contracts Sold

Short MidCap400 had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
S&P Midcap 400 E-Mini Index		4	6/17/2022	USD	$	1,005,280	$	4,582

Swap Agreements^a

Short MidCap400 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(3,998,532	)	5/8/2023	Bank of America NA		(0.93	)%	S&P MidCap 400®		60,343			(30,705	)		—			29,638
	(1,438,465	)	5/8/2023	BNP Paribas SA		(0.98	)%	S&P MidCap 400®		130,359			—			—			130,359
	(1,395,714	)	4/10/2023	Citibank NA		(1.03	)%	S&P MidCap 400®		202,209			—			(202,209	)		—
	(1,269,974	)	11/7/2022	Morgan Stanley & Co. International plc		(0.63	)%	S&P MidCap 400®		(212,953	)		—			212,953			—
	(3,095,719	)	3/7/2023	Societe Generale		(0.56	)%	S&P MidCap 400®		358,666			(358,666	)		—			—
	(11,198,404	)								538,624
								Total Unrealized Appreciation		751,577
								Total Unrealized Depreciation		(212,953	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: SHORT MIDCAP400 MYY :: 13

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

14 :: MYY SHORT MIDCAP400 :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 109.1%
Repurchase Agreements (a) — 55.2%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $35,848,086 (Cost $35,847,364)	$	35,847,364	$	35,847,364
U.S. Treasury Obligations — 53.9%
U.S. Treasury Bills
0.35%, 6/9/2022 (b)		10,000,000		9,998,822
0.55%, 6/21/2022 (b)		25,000,000		24,991,806
Total U.S. Treasury Obligations (Cost $34,991,549)				34,990,628
Total Short-Term Investments (Cost $70,838,913)				70,837,992
Total Investments — 109.1% (Cost $70,838,913)				70,837,992
Liabilities in excess of other assets — (9.1%)				(5,879,578	)
Net Assets — 100.0%			$	64,958,414

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,225,695
Aggregate gross unrealized depreciation		(1,381,559	)
Net unrealized depreciation	$	(155,864	)
Federal income tax cost	$	70,838,913

Swap Agreements^a,f

Short MSCI EAFE had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(11,912,841	)	4/10/2023	Citibank NA		(0.43	)%	iShares® MSCI EAFE ETF		259,939			—			(190,000	)		69,939
	(18,237,411	)	3/7/2023	Goldman Sachs International		(0.88	)%	iShares® MSCI EAFE ETF		965,756			(845,091	)		(756	)		119,909
	(2,858,873	)	3/7/2023	Societe Generale		(0.03	)%	iShares® MSCI EAFE ETF		(575,452	)		—			575,452			—
	(31,537,838	)	3/7/2023	UBS AG		(0.43	)%	iShares® MSCI EAFE ETF		(805,186	)		—			805,186			—
	(64,546,963	)								(154,943	)
								Total Unrealized Appreciation		1,225,695
								Total Unrealized Depreciation		(1,380,638	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: SHORT MSCI EAFE EFZ :: 15

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

See accompanying notes to the financial statements.

16 :: EFZ SHORT MSCI EAFE :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 84.9%
Repurchase Agreements (a) — 84.9%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $36,553,215 (Cost $36,552,480)	$	36,552,480	$	36,552,480
Total Investments — 84.9% (Cost $36,552,480)				36,552,480
Other assets less liabilities — 15.1%				6,493,083
Net Assets — 100.0%			$	43,045,563

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	3,921,247
Aggregate gross unrealized depreciation		(756,433	)
Net unrealized appreciation	$	3,164,814
Federal income tax cost	$	36,552,480

Swap Agreements^a,f

Short MSCI Emerging Markets had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(2,184,036	)	5/8/2023	Bank of America NA		(0.03	)%	iShares® MSCI Emerging Markets ETF		684,612			(684,612	)		—			—
	(9,655,573	)	4/10/2023	Citibank NA		(0.28	)%	iShares® MSCI Emerging Markets ETF		1,949,712			—			(1,949,712	)		—
	(10,698,506	)	3/7/2023	Goldman Sachs International		(0.33	)%	iShares® MSCI Emerging Markets ETF		532,413			(530,357	)		(2,056	)		—
	(492,965	)	4/10/2023	Morgan Stanley & Co. International plc		(0.28	)%	iShares® MSCI Emerging Markets ETF		89,793			—			(89,793	)		—
	(8,181,956	)	3/7/2023	Societe Generale		0.87	%	iShares® MSCI Emerging Markets ETF		(756,433	)		—			756,433			—
	(11,485,984	)	11/9/2022	UBS AG		0.27	%	iShares® MSCI Emerging Markets ETF		664,717			—			(664,717	)		—
	(42,699,020	)								3,164,814
								Total Unrealized Appreciation		3,921,247
								Total Unrealized Depreciation		(756,433	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: SHORT MSCI EMERGING MARKETS EUM :: 17

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

See accompanying notes to the financial statements.

18 :: EUM SHORT MSCI EMERGING MARKETS :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 92.7%
Repurchase Agreements (a) — 11.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $120,638,978 (Cost $120,636,549)	$	120,636,549	$	120,636,549
U.S. Treasury Obligations (b) — 81.6%
U.S. Treasury Bills
0.34%, 6/2/2022 (c)		335,000,000		334,995,206
0.37%, 6/7/2022 (c)		5,000,000		4,999,592
0.47%, 6/9/2022 (c)		110,000,000		109,987,044
0.14%, 6/16/2022 (c)		55,000,000		54,986,737
0.52%, 6/21/2022 (c)		35,000,000		34,988,528
0.57%, 6/23/2022 (c)		60,000,000		59,979,146
0.63%, 6/30/2022 (c)		85,000,000		84,953,439
0.07%, 7/14/2022 (c)		20,000,000		19,980,228
0.09%, 8/11/2022 (c)		20,000,000		19,959,372
0.65%, 8/18/2022 (c)		25,000,000		24,943,464
0.14%, 9/8/2022 (c)		45,000,000		44,861,013
0.51%, 11/3/2022 (c)		50,000,000		49,694,628
0.69%, 12/29/2022 (c)		40,000,000		39,629,554
Total U.S. Treasury Obligations (Cost $884,580,043)				883,957,951
Total Short-Term Investments (Cost $1,005,216,592)				1,004,594,500
Total Investments — 92.7% (Cost $1,005,216,592)				1,004,594,500
Other assets less liabilities — 7.3%				79,165,920
Net Assets — 100.0%			$	1,083,760,420

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $87,699,879.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	134,573,076
Aggregate gross unrealized depreciation		(1,861,310	)
Net unrealized appreciation	$	132,711,766
Federal income tax cost	$	1,005,216,592

Futures Contracts Sold

Short QQQ had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
NASDAQ 100 E-Mini Index		70	6/17/2022	USD	$	17,705,100	$	3,143,700

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: SHORT QQQ PSQ :: 19

Swap Agreements^a

Short QQQ had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(146,155,318	)	5/8/2023	Bank of America NA		(1.13	)%	NASDAQ-100 Index®		12,801,722			(12,801,722	)		—			—
	(10,796,353	)	11/6/2023	Barclays Capital		(1.03	)%	NASDAQ-100 Index®		(744,885	)		—			—			(744,885	)
	(292,032,510	)	5/8/2023	BNP Paribas SA		(1.18	)%	NASDAQ-100 Index®		37,159,323			(30,645,714	)		(8,353	)		6,505,256
	(253,689,021	)	4/10/2023	Citibank NA		(1.31	)%	NASDAQ-100 Index®		17,449,953			—			(16,660,000	)		789,953
	(138,860,826	)	3/7/2023	Goldman Sachs International		(1.18	)%	NASDAQ-100 Index®		24,528,524			(24,506,574	)		(21,950	)		—
	(60,543,017	)	5/8/2023	J.P. Morgan Securities		(0.98	)%	NASDAQ-100 Index®		18,475,791			—			(18,291,000	)		184,791
	(75,953,737	)	11/7/2022	Morgan Stanley & Co. International plc		(0.63	)%	NASDAQ-100 Index®		(494,333)			494,333			—			—
	(47,471,086	)	3/7/2023	Societe Generale		(1.38	)%	NASDAQ-100 Index®		5,273,396			(5,273,396	)		—			—
	(40,514,492	)	3/7/2023	UBS AG		(0.98	)%	NASDAQ-100 Index®		15,740,667			—			(15,740,667	)		—
	(1,066,016,360	)								130,190,158
								Total Unrealized Appreciation		131,429,376
								Total Unrealized Depreciation		(1,239,218	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

20 :: PSQ SHORT QQQ :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 92.0%
Repurchase Agreements (a) — 92.0%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $14,964,542 (Cost $14,964,240)	$	14,964,240	$	14,964,240
Total Investments — 92.0% (Cost $14,964,240)				14,964,240
Other assets less liabilities — 8.0%				1,294,898
Net Assets — 100.0%			$	16,259,138

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	326,028
Aggregate gross unrealized depreciation		(425,896	)
Net unrealized depreciation	$	(99,868	)
Federal income tax cost	$	14,964,240

Swap Agreements^a

Short Real Estate had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(3,506,261	)	5/8/2023	Bank of America NA		(1.18	)%	Dow Jones U.S. Real EstateSM Index		178,899			(178,899	)		—		—
	(6,251,733	)	5/8/2023	BNP Paribas SA		(1.03	)%	Dow Jones U.S. Real EstateSM Index		13,444			—			—		13,444
	(1,999,721	)	11/7/2022	Morgan Stanley & Co. International plc		(0.48	)%	Dow Jones U.S. Real EstateSM Index		(404,789	)		—			404,789		—
	(2,204,475	)	3/7/2023	Societe Generale		(0.88	)%	Dow Jones U.S. Real EstateSM Index		133,685			(133,685	)		—		—
	(2,222,984	)	3/7/2023	UBS AG		(0.58	)%	Dow Jones U.S. Real EstateSM Index		(21,107	)		—			21,107		—
	(16,185,174	)								(99,868	)
								Total Unrealized Appreciation		326,028
								Total Unrealized Depreciation		(425,896	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: SHORT REAL ESTATE REK :: 21

Investments	Principal Amount		Value
Short-Term Investments — 89.2%
Repurchase Agreements (a) — 14.3%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $65,008,160 (Cost $65,006,851)	$	65,006,851	$	65,006,851
U.S. Treasury Obligations (b) — 74.9%
U.S. Treasury Bills
0.34%, 6/2/2022 (c)		60,000,000		59,999,142
0.35%, 6/9/2022 (c)		50,000,000		49,994,111
0.51%, 6/21/2022 (c)		25,000,000		24,991,806
0.64%, 6/30/2022 (c)		50,000,000		49,972,611
0.39%, 7/21/2022 (c)		25,000,000		24,970,833
0.07%, 8/11/2022 (c)		30,000,000		29,939,058
0.83%, 8/18/2022 (c)		50,000,000		49,886,927
0.51%, 11/3/2022 (c)		25,000,000		24,847,314
0.69%, 12/29/2022 (c)		25,000,000		24,768,472
Total U.S. Treasury Obligations (Cost $339,700,903)				339,370,274
Total Short-Term Investments (Cost $404,707,754)				404,377,125
Total Investments — 89.2% (Cost $404,707,754)				404,377,125
Other assets less liabilities — 10.8%				48,906,490
Net Assets — 100.0%			$	453,283,615

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $43,959,308.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	48,950,569
Aggregate gross unrealized depreciation		(1,177,109	)
Net unrealized appreciation	$	47,773,460
Federal income tax cost	$	404,707,754

Futures Contracts Sold

Short Russell2000 had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
Russell 2000 E-Mini Index		236	6/17/2022	USD	$	21,970,420	$	2,224,738

See accompanying notes to the financial statements.

22 :: RWM SHORT RUSSELL2000 :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Swap Agreements^a

Short Russell2000 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(138,697,624	)	11/7/2022	Bank of America NA		(0.63	)%	Russell 2000® Index		3,226,954			(1,576,578	)		—			1,650,376
	(8,494,430	)	11/6/2023	Barclays Capital		(0.93	)%	Russell 2000® Index		(29,383	)		—			—			(29,383	)
	(62,562,775	)	5/8/2023	BNP Paribas SA		(0.68	)%	Russell 2000® Index		7,888,935			(7,151,625	)		—			737,310
	(52,951,784	)	4/10/2023	Citibank NA		(0.64	)%	Russell 2000® Index		5,132,039			—			(4,470,000	)		662,039
	(102,176,294	)	3/7/2023	Goldman Sachs International		(0.83	)%	Russell 2000® Index		18,844,621			(18,050,062	)		(27,419	)		767,140
	(28,898,212	)	11/7/2022	Morgan Stanley & Co. International plc		(0.53	)%	Russell 2000® Index		2,752,650			—			(2,462,000	)		290,650
	(22,202,581	)	3/7/2023	Societe Generale		(0.48	)%	Russell 2000® Index		(817,097	)		817,097			—			—
	(15,336,689	)	3/7/2023	UBS AG		(0.33	)%	Russell 2000® Index		8,880,632			—			(8,800,000	)		80,632
	(431,320,389	)								45,879,351
								Total Unrealized Appreciation		46,725,831
								Total Unrealized Depreciation		(846,480	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: SHORT RUSSELL2000 RWM :: 23

Investments	Principal Amount		Value
Short-Term Investments — 100.5%
Repurchase Agreements (a) — 8.9%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $208,768,069 (Cost $208,763,865)	$	208,763,865	$	208,763,865
U.S. Treasury Obligations (b) — 91.6%
U.S. Treasury Bills
0.33%, 6/2/2022 (c)		290,000,000		289,995,850
0.37%, 6/7/2022 (c)		75,000,000		74,993,875
0.44%, 6/9/2022 (c)		175,000,000		174,979,388
0.32%, 6/16/2022 (c)		255,000,000		254,938,507
0.51%, 6/21/2022 (c)		100,000,000		99,967,222
0.56%, 6/23/2022 (c)		175,000,000		174,939,175
0.55%, 6/28/2022 (c)		200,000,000		199,893,124
0.60%, 6/30/2022 (c)		150,000,000		149,917,833
0.71%, 7/5/2022 (c)		100,000,000		99,936,250
0.07%, 7/14/2022 (c)		85,000,000		84,915,969
0.39%, 7/21/2022 (c)		100,000,000		99,883,333
0.10%, 8/11/2022 (c)		100,000,000		99,796,861
0.78%, 8/18/2022 (c)		200,000,000		199,547,708
0.11%, 9/8/2022 (c)		50,000,000		49,845,570
0.51%, 11/3/2022 (c)		75,000,000		74,541,943
0.69%, 12/29/2022 (c)		25,000,000		24,768,472
Total U.S. Treasury Obligations (Cost $2,153,933,050)				2,152,861,080
Total Short-Term Investments (Cost $2,362,696,915)				2,361,624,945
Total Investments — 100.5% (Cost $2,362,696,915)				2,361,624,945
Liabilities in excess of other assets — (0.5%)				(11,166,217	)
Net Assets — 100.0%			$	2,350,458,728

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $188,822,211.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	108,734,598
Aggregate gross unrealized depreciation		(6,107,731	)
Net unrealized appreciation	$	102,626,867
Federal income tax cost	$	2,362,696,915

Futures Contracts Sold

Short S&P500® had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
S&P 500 E-Mini Index		124	6/17/2022	USD	$	25,613,750	$	2,095,719

See accompanying notes to the financial statements.

24 :: SH SHORT S&P500® :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Swap Agreements^a

Short S&P500® had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(538,803,435	)	5/8/2023	Bank of America NA		(1.08	)%	S&P 500®		46,174,945			(44,653,486	)		—			1,521,459
	(565,711,996	)	5/8/2023	BNP Paribas SA		(1.13	)%	S&P 500®		1,889,364			(52,926	)		—			1,836,438
	(222,425,370	)	4/10/2023	Citibank NA		(1.31	)%	S&P 500®		13,227,423			—			(11,844,133	)		1,383,290
	(351,943,480	)	3/7/2023	Goldman Sachs International		(1.18	)%	S&P 500®		18,882,077			(17,103,699	)		(35,175	)		1,743,203
	(219,991,534	)	5/8/2023	J.P. Morgan Securities		(0.98	)%	S&P 500®		14,703,642			—			(13,329,000	)		1,374,642
	(100,969,085	)	11/7/2022	Morgan Stanley & Co. International plc		(0.63	)%	S&P 500®		(5,032,219	)		3,832,219			1,200,000			—
	(255,709,838	)	3/7/2023	Societe Generale		(1.03	)%	S&P 500®		5,884,916			(4,690,060	)		—			1,194,856
	(69,365,196	)	3/7/2023	UBS AG		(0.98	)%	S&P 500®		5,872,970			—			(5,440,000	)		432,970
	(2,324,919,934	)								101,603,118
								Total Unrealized Appreciation		106,635,337
								Total Unrealized Depreciation		(5,032,219	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: SHORT S&P500® SH :: 25

Investments	Principal Amount		Value
Short-Term Investments — 89.2%
Repurchase Agreements (a) — 89.2%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $6,309,642 (Cost $6,309,515)	$	6,309,515	$	6,309,515
Total Investments — 89.2% (Cost $6,309,515)				6,309,515
Other assets less liabilities — 10.8%				761,676
Net Assets — 100.0%			$	7,071,191

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	287,375
Aggregate gross unrealized depreciation		(332,228	)
Net unrealized depreciation	$	(44,853	)
Federal income tax cost	$	6,309,515

Swap Agreements^a

Short SmallCap600 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(2,389,670	)	11/7/2022	Bank of America NA		(0.83	)%	S&P SmallCap 600®		(48,866	)		—		48,866		—
	(1,159,002	)	4/10/2023	Citibank NA		(0.98	)%	S&P SmallCap 600®		184,563			—		—		184,563
	(2,224,098	)	11/7/2022	Morgan Stanley & Co. International plc		(0.48	)%	S&P SmallCap 600®		(127,270	)		—		127,270		—
	(913,116	)	3/7/2023	Societe Generale		(0.48	)%	S&P SmallCap 600®		102,812			—		—		102,812
	(384,274	)	11/7/2022	UBS AG		(0.68	)%	S&P SmallCap 600®		(156,092	)		—		117,000		(39,092	)
	(7,070,160	)								(44,853	)
								Total Unrealized Appreciation		287,375
								Total Unrealized Depreciation		(332,228	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

26 :: SBB SHORT SMALLCAP600 :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 97.2%
Repurchase Agreements (a) — 97.2%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $17,385,220 (Cost $17,384,871)	$	17,384,871	$	17,384,871
Total Investments — 97.2% (Cost $17,384,871)				17,384,871
Other assets less liabilities — 2.8%				497,461
Net Assets — 100.0%			$	17,882,332

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(3,261,171	)
Net unrealized depreciation	$	(3,261,171	)
Federal income tax cost	$	17,384,871

Futures Contracts Purchased

Ultra 7-10 Year Treasury had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Depreciation
U.S. Treasury 10 Year Note		1	9/21/2022	USD	$	119,391	$	(877	)

Swap Agreements^a

Ultra 7-10 Year Treasury had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	21,015,314	8/8/2022	Citibank NA		0.68	%	ICE U.S. Treasury 7-10 Year Bond Index		(1,671,361	)		—		1,671,361		—
	14,718,178	11/6/2023	Goldman Sachs International		0.61	%	ICE U.S. Treasury 7-10 Year Bond Index		(1,588,933	)		—		1,588,933		—
	35,733,492								(3,260,294	)
							Total Unrealized Depreciation		(3,260,294	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA 7-10 YEAR TREASURY UST :: 27

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

28 :: UST ULTRA 7-10 YEAR TREASURY :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 97.0%
Repurchase Agreements (a) — 97.0%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $35,089,298 (Cost $35,088,590)	$	35,088,590	$	35,088,590
Total Investments — 97.0% (Cost $35,088,590)				35,088,590
Other assets less liabilities — 3.0%				1,100,084
Net Assets — 100.0%			$	36,188,674

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(376,108	)
Net unrealized depreciation	$	(376,108	)
Federal income tax cost	$	35,088,590

Futures Contracts Purchased

Ultra 20+ Year Treasury had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Depreciation
U.S. Treasury Long Bond		2	9/21/2022	USD	$	278,688	$	(3,004	)

Swap Agreements^a

Ultra 20+ Year Treasury had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	15,500,805	1/16/2023	Bank of America NA		0.53	%	ICE U.S. Treasury 20+ Year Bond Index		(68,213	)		—		68,213		—
	35,443,306	2/17/2023	Citibank NA		0.75	%	ICE U.S. Treasury 20+ Year Bond Index		(209,152	)		—		209,152		—
	21,051,171	1/16/2024	Societe Generale		0.97	%	ICE U.S. Treasury 20+ Year Bond Index		(95,739	)		—		95,739		—
	71,995,282								(373,104	)
							Total Unrealized Depreciation		(373,104	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA 20+ YEAR TREASURY UBT :: 29

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

30 :: UBT ULTRA 20+ YEAR TREASURY :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks (a) — 76.7%
Chemicals — 57.9%
Air Products and Chemicals, Inc.		11,735	$	2,888,688
Albemarle Corp.		6,198		1,614,083
Ashland Global Holdings, Inc.		2,802		299,870
Axalta Coating Systems Ltd.*		11,361		308,565
Celanese Corp.		5,719		895,138
CF Industries Holdings, Inc.		11,353		1,121,336
Chemours Co. (The)		8,469		364,929
Corteva, Inc.		38,491		2,410,306
Dow, Inc.		38,937		2,646,937
DuPont de Nemours, Inc.		27,159		1,842,738
Eastman Chemical Co.		6,831		752,503
Ecolab, Inc.		13,195		2,162,793
Element Solutions, Inc.		11,535		245,580
FMC Corp.		6,709		822,389
Ginkgo Bioworks Holdings, Inc.*(b)		61,053		188,043
Huntsman Corp.		10,961		397,336
Ingevity Corp.*		2,082		145,074
International Flavors & Fragrances, Inc.		13,480		1,781,652
Linde plc		27,130		8,808,569
LyondellBasell Industries NV, Class A		13,917		1,590,017
Mosaic Co. (The)		19,615		1,228,880
NewMarket Corp.		362		119,286
Olin Corp.		7,475		491,780
PPG Industries, Inc.		12,566		1,589,473
RPM International, Inc.		6,863		604,630
Scotts Miracle-Gro Co. (The) (b)		2,146		203,055
Valvoline, Inc.		9,494		317,669
Westlake Corp.		1,759		232,382
				36,073,701
Metals & Mining — 18.7%
Alcoa Corp.		9,744		601,400
Cleveland-Cliffs, Inc.*		25,308		586,639
Commercial Metals Co.		6,434		255,623
Freeport-McMoRan, Inc.		77,693		3,036,242
MP Materials Corp.*		3,955		155,946
Newmont Corp.		42,213		2,864,152
Nucor Corp.		14,407		1,908,351
Reliance Steel & Aluminum Co.		3,317		644,825
Royal Gold, Inc.		3,475		392,953
Steel Dynamics, Inc.		9,996		853,459
United States Steel Corp.		13,833		346,793
				11,646,383
Paper & Forest Products — 0.1%
Sylvamo Corp.*		1,866		94,681
Total Common Stocks (Cost $47,781,090)				47,814,765

Investments	Shares		Value
Securities Lending Reinvestments (c) — 0.4%
Investment Companies — 0.4%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $221,659)		221,659	$	221,659
	Principal Amount
Short-Term Investments — 13.6%
Repurchase Agreements (d) — 13.6%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $8,434,379 (Cost $8,434,210)	$	8,434,210		8,434,210
Total Investments — 90.7% (Cost $56,436,959)				56,470,634
Other assets less liabilities — 9.3%				5,758,160
Net Assets — 100.0%			$	62,228,794

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $20,089,068.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $193,247, collateralized in the form of cash with a value of $221,659 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $5,975 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 3.00%, and maturity dates ranging from August 11, 2022 - May 15, 2049. The total value of collateral is $227,634.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $221,659.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	4,482,732
Aggregate gross unrealized depreciation		(5,425,095	)
Net unrealized depreciation	$	(942,363	)
Federal income tax cost	$	56,619,660

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA BASIC MATERIALS UYM :: 31

Swap Agreements^a

Ultra Basic Materials had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	15,512,705	5/8/2023	Bank of America NA		1.18	%	Dow Jones U.S. Basic MaterialsSM Index		323,207			(323,207	)		—			—
	10,215,226	4/10/2023	Citibank NA		1.13	%	Dow Jones U.S. Basic MaterialsSM Index		350,892			—			(269,999	)		80,893
	15,682,674	3/7/2023	Goldman Sachs International		1.43	%	Dow Jones U.S. Basic MaterialsSM Index		(50,291	)		—			50,291			—
	119,945	11/7/2022	Morgan Stanley & Co. International plc		1.43	%	Dow Jones U.S. Basic MaterialsSM Index		23,053			—			(8,000	)		15,053
	9,580,825	3/7/2023	Societe Generale		1.38	%	Dow Jones U.S. Basic MaterialsSM Index		(680,936	)		676,050			4,886			—
	25,528,402	3/7/2023	UBS AG		1.18	%	Dow Jones U.S. Basic MaterialsSM Index		(759,262	)		504,960			254,302			—
	76,639,777								(793,337	)
							Total Unrealized Appreciation		697,152
							Total Unrealized Depreciation		(1,490,489	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

32 :: UYM ULTRA BASIC MATERIALS :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks (a) — 84.9%
Auto Components — 1.8%
Aptiv plc*		575	$	61,088
Autoliv, Inc.		165		13,213
BorgWarner, Inc.		513		20,684
Fox Factory Holding Corp.*		91		7,464
Gentex Corp.		503		15,633
Lear Corp.		126		17,761
Luminar Technologies, Inc.*(b)		484		5,005
QuantumScape Corp.*(b)		545		6,971
				147,819
Automobiles — 19.6%
Ford Motor Co.		8,383		114,680
General Motors Co.*		3,095		119,715
Harley-Davidson, Inc.		327		11,504
Lucid Group, Inc.*(b)		1,195		24,115
Rivian Automotive, Inc., Class A*		341		10,707
Tesla, Inc.*		1,784		1,352,736
Thor Industries, Inc.		119		9,040
				1,642,497
Beverages — 15.4%
Boston Beer Co., Inc. (The), Class A*		24		8,527
Brown-Forman Corp., Class B		387		25,589
Coca-Cola Co. (The)		8,269		524,089
Constellation Brands, Inc., Class A		351		86,160
Keurig Dr Pepper, Inc.		1,568		54,472
Molson Coors Beverage Co., Class B		399		22,280
Monster Beverage Corp.*		802		71,474
National Beverage Corp.		53		2,630
PepsiCo, Inc.		2,946		494,192
				1,289,413
Distributors — 0.9%
Genuine Parts Co.		303		41,429
Pool Corp.		85		33,883
				75,312
Entertainment — 3.1%
Activision Blizzard, Inc.		1,656		128,969
Electronic Arts, Inc.		601		83,329
Playtika Holding Corp.*		219		3,243
ROBLOX Corp., Class A*		92		2,755
Take-Two Interactive Software, Inc.*		339		42,216
				260,512
Food & Staples Retailing — 0.4%
Performance Food Group Co.*		330		14,302
US Foods Holding Corp.*		474		15,699
				30,001

Investments	Shares		Value
Common Stocks (a) (continued)
Food Products — 10.9%
Archer-Daniels-Midland Co.		1,193	$	108,348
Beyond Meat, Inc.*(b)		128		3,386
Bunge Ltd.		297		35,141
Campbell Soup Co.		430		20,601
Conagra Brands, Inc.		1,020		33,548
Darling Ingredients, Inc.*		343		27,464
Flowers Foods, Inc.		426		11,758
Freshpet, Inc.*		102		7,341
General Mills, Inc.		1,284		89,687
Hain Celestial Group, Inc. (The)*		198		5,217
Hershey Co. (The)		312		66,054
Hormel Foods Corp.		598		29,105
Ingredion, Inc.		140		13,257
J M Smucker Co. (The)		230		28,835
Kellogg Co.		543		37,869
Kraft Heinz Co. (The)		1,508		57,048
Lamb Weston Holdings, Inc.		311		21,017
Lancaster Colony Corp.		41		4,998
McCormick & Co., Inc. (Non-Voting)		531		49,234
Mondelez International, Inc., Class A		2,958		188,010
Pilgrim's Pride Corp.*		106		3,532
Post Holdings, Inc.*		123		10,114
Seaboard Corp.		1		4,139
Tyson Foods, Inc., Class A		623		55,827
				911,530
Household Durables — 3.2%
Cricut, Inc., Class A*(b)		80		651
DR Horton, Inc.		690		51,854
Helen of Troy Ltd.*		48		8,889
Leggett & Platt, Inc.		283		11,085
Lennar Corp., Class A		560		44,940
Lennar Corp., Class B		36		2,418
Mohawk Industries, Inc.*		117		16,551
Newell Brands, Inc.		805		17,259
NVR, Inc.*		7		31,154
PulteGroup, Inc.		527		23,852
Tempur Sealy International, Inc.		413		10,891
Toll Brothers, Inc.		238		12,012
TopBuild Corp.*		68		13,414
Whirlpool Corp.		124		22,846
				267,816
Household Products — 13.0%
Church & Dwight Co., Inc.		512		46,111
Clorox Co. (The)		263		38,230
Colgate-Palmolive Co.		1,795		141,464
Energizer Holdings, Inc.		139		4,168
Kimberly-Clark Corp.		714		94,976

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA CONSUMER GOODS UGE :: 33

Investments	Shares		Value
Common Stocks (a) (continued)
Procter & Gamble Co. (The)		5,102	$	754,484
Reynolds Consumer Products, Inc. (b)		117		3,185
				1,082,618
Leisure Products — 1.1%
Brunswick Corp.		166		12,488
Callaway Golf Co.*		253		5,493
Hasbro, Inc.		277		24,861
Mattel, Inc.*		743		18,664
Peloton Interactive, Inc., Class A*(b)		644		8,990
Polaris, Inc.		124		13,212
YETI Holdings, Inc.*		187		8,555
				92,263
Machinery — 0.5%
Stanley Black & Decker, Inc.		347		41,185
Personal Products — 1.7%
Coty, Inc., Class A*		731		5,183
Estee Lauder Cos., Inc. (The), Class A		496		126,306
Herbalife Nutrition Ltd.*		206		4,489
Olaplex Holdings, Inc.*		150		2,418
				138,396
Textiles, Apparel & Luxury Goods — 6.6%
Capri Holdings Ltd.*		314		15,304
Carter's, Inc.		92		7,089
Columbia Sportswear Co.		75		5,833
Crocs, Inc.*		124		6,914
Deckers Outdoor Corp.*		59		15,845
Hanesbrands, Inc.		747		8,867
Levi Strauss & Co., Class A		212		3,850
Lululemon Athletica, Inc.*		253		74,051
NIKE, Inc., Class B		2,718		323,034
PVH Corp.		152		10,772
Ralph Lauren Corp.		98		9,907
Skechers USA, Inc., Class A*		286		11,268
Tapestry, Inc.		563		19,424
Under Armour, Inc., Class A*		400		4,232
Under Armour, Inc., Class C*		457		4,433
VF Corp.		685		34,565
				555,388
Tobacco — 6.7%
Altria Group, Inc.		3,879		209,815
Philip Morris International, Inc.		3,299		350,519
				560,334
Total Common Stocks (Cost $8,301,008)				7,095,084

Investments	Shares		Value
Securities Lending Reinvestments (c) — 0.6%
Investment Companies — 0.6%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $48,530)		48,530	$	48,530
	Principal Amount
Short-Term Investments — 25.4%
Repurchase Agreements (d) — 25.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $2,127,410 (Cost $2,127,367)	$	2,127,367		2,127,367
Total Investments — 110.9% (Cost $10,476,905)				9,270,981
Liabilities in excess of other assets — (10.9%)				(909,195	)
Net Assets — 100.0%			$	8,361,786

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $5,713,834.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $34,576, collateralized in the form of cash with a value of $48,530 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $9,065 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 30, 2022 - August 15, 2050. The total value of collateral is $57,595.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $48,530.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,067,639
Aggregate gross unrealized depreciation		(3,695,806	)
Net unrealized depreciation	$	(2,628,167	)
Federal income tax cost	$	10,482,064

See accompanying notes to the financial statements.

34 :: UGE ULTRA CONSUMER GOODS :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Swap Agreements^a

Ultra Consumer Goods had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	996,858	5/8/2023	Bank of America NA		1.08	%	Dow Jones U.S. Consumer GoodsSM Index		(456,064	)		456,064		—			—
	3,443,110	11/7/2022	Citibank NA		1.13	%	Dow Jones U.S. Consumer GoodsSM Index		736,392			—		(600,000	)		136,392
	596,198	11/6/2023	Credit Suisse International		1.38	%	Dow Jones U.S. Consumer GoodsSM Index		(81,353	)		—		81,353			—
	1,563,344	3/7/2023	Goldman Sachs International		1.43	%	Dow Jones U.S. Consumer GoodsSM Index		(340,825	)		309,512		31,313			—
	1,799,320	11/7/2022	Morgan Stanley & Co. International plc		1.43	%	Dow Jones U.S. Consumer GoodsSM Index		(15,937	)		4,137		11,800			—
	747,259	3/7/2023	Societe Generale		1.38	%	Dow Jones U.S. Consumer GoodsSM Index		(592,087	)		590,070		2,017			—
	475,528	3/7/2023	UBS AG		1.18	%	Dow Jones U.S. Consumer GoodsSM Index		(667,210	)		300,847		366,363			—
	9,621,617								(1,417,084	)
							Total Unrealized Appreciation		736,392
							Total Unrealized Depreciation		(2,153,476	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA CONSUMER GOODS UGE :: 35

Investments	Shares		Value
Common Stocks (a) — 89.4%
Airlines — 1.8%
Alaska Air Group, Inc.*		351	$	16,939
American Airlines Group, Inc.*		1,805		32,256
Delta Air Lines, Inc.*		1,783		74,333
JetBlue Airways Corp.*		886		9,516
Joby Aviation, Inc.*(b)		739		4,360
Southwest Airlines Co.*		1,651		75,715
United Airlines Holdings, Inc.*		902		42,962
				256,081
Commercial Services & Supplies — 0.8%
Copart, Inc.*		595		68,146
IAA, Inc.*		375		14,636
Rollins, Inc.		631		22,375
				105,157
Distributors — 0.3%
LKQ Corp.		747		38,388
Diversified Consumer Services — 0.8%
ADT, Inc.		406		3,037
Bright Horizons Family Solutions, Inc.*		168		15,212
Chegg, Inc.*		381		7,414
Frontdoor, Inc.*		236		5,839
Grand Canyon Education, Inc.*		110		9,809
H&R Block, Inc.		458		16,140
Service Corp. International		459		32,144
Terminix Global Holdings, Inc.*		339		14,716
				104,311
Entertainment — 7.7%
AMC Entertainment Holdings, Inc., Class A*(b)		1,430		20,506
Endeavor Group Holdings, Inc., Class A*		58		1,318
Liberty Media Corp.-Liberty Formula One, Class A*		62		3,535
Liberty Media Corp.-Liberty Formula One, Class C*		568		35,381
Live Nation Entertainment, Inc.*(b)		376		35,739
Madison Square Garden Sports Corp.*		47		7,701
Netflix, Inc.*		1,237		244,233
Roku, Inc.*(b)		328		31,127
Walt Disney Co. (The)*		5,073		560,262
Warner Bros Discovery, Inc.*		6,162		113,689
Warner Music Group Corp., Class A		320		9,501
World Wrestling Entertainment, Inc., Class A		122		8,146
				1,071,138

Investments	Shares		Value
Common Stocks (a) (continued)
Food & Staples Retailing — 10.4%
Albertsons Cos., Inc., Class A		282	$	8,615
BJ's Wholesale Club Holdings, Inc.*		379		21,933
Casey's General Stores, Inc.		104		21,792
Costco Wholesale Corp.		1,236		576,248
Kroger Co. (The)		1,864		98,736
Sprouts Farmers Market, Inc.*		312		8,452
Sysco Corp.		1,414		119,031
Walgreens Boots Alliance, Inc.		1,996		87,485
Walmart, Inc.		3,942		507,059
				1,449,351
Health Care Providers & Services — 0.8%
AmerisourceBergen Corp.		420		65,012
Cardinal Health, Inc.		771		43,422
				108,434
Hotels, Restaurants & Leisure — 15.7%
Airbnb, Inc., Class A*		966		116,760
Aramark		716		24,680
Booking Holdings, Inc.*		114		255,766
Boyd Gaming Corp.		228		13,400
Caesars Entertainment, Inc.*		596		29,901
Carnival Corp.*		2,254		31,286
Chipotle Mexican Grill, Inc.*		78		109,399
Choice Hotels International, Inc.		92		11,766
Churchill Downs, Inc.		96		19,433
Cracker Barrel Old Country Store, Inc. (b)		65		6,631
Darden Restaurants, Inc.		356		44,500
Domino's Pizza, Inc.		101		36,680
DraftKings, Inc., Class A*(b)		968		13,116
Dutch Bros, Inc., Class A*(b)		66		2,478
Expedia Group, Inc.*		419		54,189
Hilton Worldwide Holdings, Inc.		777		109,448
Hyatt Hotels Corp., Class A*		140		12,375
Las Vegas Sands Corp.*		957		33,935
Light & Wonder, Inc.*		269		14,203
Marriott International, Inc., Class A		763		130,916
Marriott Vacations Worldwide Corp.		119		17,579
McDonald's Corp.		2,082		525,101
MGM Resorts International		1,049		36,684
Norwegian Cruise Line Holdings Ltd.*(b)		1,161		18,588
Penn National Gaming, Inc.*		463		14,797
Planet Fitness, Inc., Class A*		232		16,326
Royal Caribbean Cruises Ltd.*		625		36,294
Starbucks Corp.		3,206		251,671
Texas Roadhouse, Inc.		195		15,204
Vail Resorts, Inc.		112		28,247

See accompanying notes to the financial statements.

36 :: UCC ULTRA CONSUMER SERVICES :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks (a) (continued)
Wendy's Co. (The)		492	$	9,171
Wyndham Hotels & Resorts, Inc.		260		20,834
Wynn Resorts Ltd.*		293		19,367
Yum! Brands, Inc.		806		97,905
				2,178,630
Interactive Media & Services — 0.5%
Pinterest, Inc., Class A*		1,586		31,165
TripAdvisor, Inc.*		276		6,856
ZoomInfo Technologies, Inc., Class A*		842		34,008
				72,029
Internet & Direct Marketing Retail — 21.3%
Amazon.com, Inc.*		1,220		2,933,112
ContextLogic, Inc., Class A*		928		1,633
Qurate Retail, Inc., Series A		995		3,592
Stitch Fix, Inc., Class A*		231		1,956
Wayfair, Inc., Class A*(b)		217		12,888
				2,953,181
Media — 8.1%
Altice USA, Inc., Class A*		628		7,147
Cable One, Inc.		13		16,940
Charter Communications, Inc., Class A*		332		168,301
Comcast Corp., Class A		12,605		558,149
DISH Network Corp., Class A*(b)		695		15,867
Fox Corp., Class A		879		31,213
Fox Corp., Class B		406		13,280
Interpublic Group of Cos., Inc. (The)		1,097		35,356
Liberty Broadband Corp., Class A*		65		7,931
Liberty Broadband Corp., Class C*		394		49,317
Liberty Media Corp.-Liberty SiriusXM, Class A*		219		9,047
Liberty Media Corp.-Liberty SiriusXM, Class C*		443		18,207
New York Times Co. (The), Class A		465		16,038
News Corp., Class A		1,089		18,949
News Corp., Class B		337		5,925
Nexstar Media Group, Inc., Class A		113		19,800
Omnicom Group, Inc.		582		43,423
Paramount Global, Class A (b)		24		885
Paramount Global, Class B		1,691		58,052
Sirius XM Holdings, Inc. (b)		2,528		16,179
TEGNA, Inc.		616		13,490
				1,123,496
Multiline Retail — 3.5%
Dollar General Corp.		646		142,340
Dollar Tree, Inc.*		627		100,527

Investments	Shares		Value
Common Stocks (a) (continued)
Kohl's Corp.		388	$	15,644
Ollie's Bargain Outlet Holdings, Inc.*		164		7,703
Target Corp.		1,335		216,110
				482,324
Road & Rail — 1.0%
AMERCO (b)		27		13,229
Lyft, Inc., Class A*		834		14,745
Uber Technologies, Inc.*		4,649		107,857
				135,831
Specialty Retail — 16.7%
Advance Auto Parts, Inc.		175		33,226
American Eagle Outfitters, Inc.		427		5,171
AutoNation, Inc.*		111		13,271
AutoZone, Inc.*		59		121,519
Bath & Body Works, Inc.		718		29,452
Best Buy Co., Inc.		602		49,400
Burlington Stores, Inc.*		186		31,304
CarMax, Inc.*		451		44,771
Carvana Co.*(b)		276		8,125
Dick's Sporting Goods, Inc. (b)		175		14,215
Five Below, Inc.*		156		20,372
Floor & Decor Holdings, Inc., Class A*		294		22,179
Foot Locker, Inc.		243		8,014
GameStop Corp., Class A*(b)		173		21,580
Gap, Inc. (The)		592		6,530
Home Depot, Inc. (The)		2,909		880,700
Lithia Motors, Inc.		84		25,576
Lowe's Cos., Inc.		1,878		366,773
Murphy USA, Inc.		63		15,695
National Vision Holdings, Inc.*		230		6,472
O'Reilly Automotive, Inc.*		188		119,788
Penske Automotive Group, Inc.		84		9,672
Petco Health & Wellness Co., Inc.*(b)		227		3,623
RH*		48		13,924
Ross Stores, Inc.		984		83,660
TJX Cos., Inc. (The)		3,324		211,307
Tractor Supply Co.		317		59,393
Ulta Beauty, Inc.*		151		63,888
Victoria's Secret & Co.*		201		8,283
Williams-Sonoma, Inc.		202		25,840
				2,323,723
Total Common Stocks (Cost $16,538,445)				12,402,074

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA CONSUMER SERVICES UCC :: 37

Investments	Shares		Value
Securities Lending Reinvestments (c) — 0.2%
Investment Companies — 0.2%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $26,435)		26,435	$	26,435
	Principal Amount
Short-Term Investments — 28.1%
Repurchase Agreements (d) — 28.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $3,904,123 (Cost $3,904,044)	$	3,904,044		3,904,044
Total Investments — 117.7% (Cost $20,468,924)				16,332,553
Liabilities in excess of other assets — (17.7%)				(2,458,808	)
Net Assets — 100.0%			$	13,873,745

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $9,005,647.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $116,228, collateralized in the form of cash with a value of $26,435 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $97,748 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 4.75%, and maturity dates ranging from June 9, 2022 - November 15, 2051. The total value of collateral is $124,183.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $26,435.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	238,110
Aggregate gross unrealized depreciation		(11,810,077	)
Net unrealized depreciation	$	(11,571,967	)
Federal income tax cost	$	20,509,763

Swap Agreements^a

Ultra Consumer Services had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	3,658,070	5/8/2023	Bank of America NA		1.13	%	Dow Jones U.S. Consumer ServicesSM Index		(1,994,991	)		1,453,849		541,142		—
	2,572,159	5/8/2023	BNP Paribas SA		1.33	%	Dow Jones U.S. Consumer ServicesSM Index		(728,677	)		235,737		492,940		—
	2,384,501	11/7/2022	Citibank NA		1.13	%	Dow Jones U.S. Consumer ServicesSM Index		(834,020	)		—		834,020		—
	287,741	3/7/2023	Goldman Sachs International		1.43	%	Dow Jones U.S. Consumer ServicesSM Index		(1,211,377	)		1,084,996		126,381		—
	372,813	11/6/2023	Morgan Stanley & Co. International plc		1.43	%	Dow Jones U.S. Consumer ServicesSM Index		(219,541	)		—		201,617		(17,924	)
	4,829,053	3/7/2023	Societe Generale		1.38	%	Dow Jones U.S. Consumer ServicesSM Index		(1,306,926	)		752,076		554,850		—

See accompanying notes to the financial statements.

38 :: UCC ULTRA CONSUMER SERVICES :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	1,244,795	3/7/2023	UBS AG		1.18	%	Dow Jones U.S. Consumer ServicesSM Index		(1,099,225	)		—		1,099,225		—
	15,349,132								(7,394,757	)
							Total Unrealized Depreciation		(7,394,757	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA CONSUMER SERVICES UCC :: 39

Investments	Shares		Value
Common Stocks (a) — 87.3%
Aerospace & Defense — 2.3%
Boeing Co. (The)*		67,228	$	8,833,759
Banks — 2.3%
JPMorgan Chase & Co.		67,231		8,889,955
Beverages — 1.1%
Coca-Cola Co. (The)		67,224		4,260,657
Biotechnology — 4.5%
Amgen, Inc.		67,229		17,260,373
Capital Markets — 5.7%
Goldman Sachs Group, Inc. (The)		67,229		21,973,799
Chemicals — 1.2%
Dow, Inc.		67,217		4,569,412
Communications Equipment — 0.8%
Cisco Systems, Inc.		67,223		3,028,396
Consumer Finance — 2.9%
American Express Co.		67,232		11,350,106
Diversified Telecommunication Services — 0.9%
Verizon Communications, Inc.		67,223		3,447,868
Entertainment — 1.9%
Walt Disney Co. (The)*		67,220		7,423,777
Food & Staples Retailing — 3.0%
Walgreens Boots Alliance, Inc.		67,230		2,946,691
Walmart, Inc.		67,225		8,647,152
				11,593,843
Health Care Providers & Services — 8.7%
UnitedHealth Group, Inc.		67,229		33,398,023
Hotels, Restaurants & Leisure — 4.4%
McDonald's Corp.		67,229		16,955,826
Household Products — 2.6%
Procter & Gamble Co. (The)		67,222		9,940,789

Investments	Shares		Value
Common Stocks (a) (continued)
Industrial Conglomerates — 6.0%
3M Co.		67,224	$	10,035,871
Honeywell International, Inc.		67,231		13,017,266
				23,053,137
Insurance — 3.1%
Travelers Cos., Inc. (The)		67,231		12,037,038
IT Services — 6.1%
International Business Machines Corp. (b)		67,222		9,333,102
Visa, Inc., Class A		67,227		14,263,553
				23,596,655
Machinery — 3.8%
Caterpillar, Inc.		67,235		14,512,675
Oil, Gas & Consumable Fuels — 3.0%
Chevron Corp.		67,221		11,740,820
Pharmaceuticals — 4.7%
Johnson & Johnson		67,225		12,068,904
Merck & Co., Inc.		67,219		6,186,165
				18,255,069
Semiconductors & Semiconductor Equipment — 0.8%
Intel Corp.		67,216		2,985,735
Software — 7.5%
Microsoft Corp.		67,229		18,277,548
Salesforce, Inc.*		67,227		10,772,455
				29,050,003
Specialty Retail — 5.3%
Home Depot, Inc. (The)		67,229		20,353,580
Technology Hardware, Storage & Peripherals — 2.6%
Apple, Inc.		67,227		10,006,067
Textiles, Apparel & Luxury Goods — 2.1%
NIKE, Inc., Class B		67,223		7,989,453
Total Common Stocks (Cost $363,790,759)				336,506,815

See accompanying notes to the financial statements.

40 :: DDM ULTRA DOW30SM :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 23.2%
Repurchase Agreements (c) — 23.2%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $89,651,654 (Cost $89,649,849)	$	89,649,849	$	89,649,849
Total Investments — 110.5% (Cost $453,440,608)				426,156,664
Liabilities in excess of other assets — (10.5%)				(40,564,566	)
Net Assets — 100.0%			$	385,592,098

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $111,302,099.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $1,130,296, collateralized in the form of U.S. Government Treasury Securities, interest rate 0.00%, and maturity dates ranging from June 9, 2022 - November 3, 2022. The total value of collateral is $1,158,448.

(c)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	15,827,536
Aggregate gross unrealized depreciation		(86,278,993	)
Net unrealized depreciation	$	(70,451,457	)
Federal income tax cost	$	454,668,841

Futures Contracts Purchased

Ultra Dow30^SM had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Depreciation
DJIA CBOT E-Mini Index		220	6/17/2022	USD	$	36,268,100	$	(18,976	)

Swap Agreements^a

Ultra Dow30^SM had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	67,002,934	5/8/2023	Bank of America NA		1.23	%	Dow Jones Industrial AverageSM		(11,331,549	)		11,124,435		207,114		—
	2,507,249	11/6/2023	Barclays Capital		1.43	%	Dow Jones Industrial AverageSM		4,217			—		—		4,217
	43,480,978	5/8/2023	BNP Paribas SA		1.43	%	Dow Jones Industrial AverageSM		(7,649,499	)		7,618,614		30,885		—
	79,638,150	11/7/2022	Citibank NA		1.49	%	Dow Jones Industrial AverageSM		(608,193	)		604,759		3,434		—
	85,345,440	4/10/2023	Credit Suisse International		1.43	%	Dow Jones Industrial AverageSM		(7,609,147	)		4,299,075		3,310,072		—

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA DOW30SM DDM :: 41

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	52,809,822	11/6/2023	Morgan Stanley & Co. International plc		1.38	%	SPDR® Dow Jones Industrial AverageSM ETF Trust		(7,350,939	)		7,339,408		11,531		—
	48,297,536	3/7/2023	Societe Generale		1.23	%	Dow Jones Industrial AverageSM		(5,010,314	)		5,004,383		5,931		—
	19,332,210	3/7/2023	UBS AG		1.33	%	Dow Jones Industrial AverageSM		(2,364,880	)		2,364,417		463		—
	398,414,319								(41,920,304	)
							Total Unrealized Appreciation		4,217
							Total Unrealized Depreciation		(41,924,521	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

42 :: DDM ULTRA DOW30SM :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

	Percentage of Net Assets			Shares		Value
Common Stocks (a) — 75.9%
Aflac, Inc. (Insurance)		0.4	%		46,425	$	2,811,962
Allstate Corp. (The) (Insurance)		0.4	%		21,711		2,967,677
American Express Co. (Consumer Finance)		1.2	%		47,595		8,034,988
American International Group, Inc. (Insurance)		0.6	%		64,257		3,770,601
American Tower Corp. (Equity Real Estate Investment Trusts (REITs))		1.3	%		35,237		9,025,253
Ameriprise Financial, Inc. (Capital Markets)		0.4	%		8,582		2,370,949
Aon plc, Class A (Insurance)		0.7	%		16,619		4,581,360
Arthur J Gallagher & Co. (Insurance)		0.4	%		16,131		2,612,254
Bank of America Corp. (Banks)		3.0	%		550,241		20,468,965
Bank of New York Mellon Corp. (The) (Capital Markets)		0.4	%		57,245		2,668,189
Berkshire Hathaway, Inc., Class B* (Diversified Financial Services)		6.7	%		141,709		44,777,210
BlackRock, Inc. (Capital Markets)		1.1	%		11,031		7,380,622
Blackstone, Inc. (Capital Markets)		1.0	%		54,506		6,420,262
Capital One Financial Corp. (Consumer Finance)		0.6	%		32,027		4,094,972
Charles Schwab Corp. (The) (Capital Markets)		1.2	%		116,373		8,157,747
Chubb Ltd. (Insurance)		1.1	%		33,330		7,042,296
Citigroup, Inc. (Banks)		1.2	%		153,581		8,202,761
CME Group, Inc. (Capital Markets)		0.8	%		27,811		5,529,661
Crown Castle International Corp. (Equity Real Estate Investment Trusts (REITs))		0.9	%		33,444		6,342,655
Digital Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		0.5	%		21,961		3,065,536
Discover Financial Services (Consumer Finance)		0.4	%		22,299		2,530,713
Equinix, Inc. (Equity Real Estate Investment Trusts (REITs))		0.7	%		6,966		4,786,269
Goldman Sachs Group, Inc. (The) (Capital Markets)		1.3	%		26,267		8,585,369
Intercontinental Exchange, Inc. (Capital Markets)		0.7	%		43,475		4,451,405
JPMorgan Chase & Co. (Banks)		4.5	%		228,673		30,237,431
KKR & Co., Inc. (Capital Markets)		0.4	%		45,265		2,480,975
M&T Bank Corp. (Banks)		0.4	%		13,865		2,495,284
Marsh & McLennan Cos., Inc. (Insurance)		0.9	%		39,069		6,249,087

	Percentage of Net Assets			Shares		Value
Common Stocks (a) (continued)
Mastercard, Inc., Class A (IT Services)		3.6	%		66,783	$	23,899,632
MetLife, Inc. (Insurance)		0.5	%		54,296		3,659,007
Moody's Corp. (Capital Markets)		0.6	%		12,516		3,774,450
Morgan Stanley (Capital Markets)		1.4	%		109,692		9,448,869
MSCI, Inc. (Capital Markets)		0.4	%		6,289		2,781,939
PNC Financial Services Group, Inc. (The) (Banks)		0.9	%		32,505		5,701,702
Progressive Corp. (The) (Insurance)		0.8	%		45,221		5,398,483
Prologis, Inc. (Equity Real Estate Investment Trusts (REITs))		1.1	%		57,262		7,299,760
Prudential Financial, Inc. (Insurance)		0.5	%		29,248		3,107,600
Public Storage (Equity Real Estate Investment Trusts (REITs))		0.6	%		11,804		3,902,875
Realty Income Corp. (Equity Real Estate Investment Trusts (REITs))		0.4	%		43,779		2,986,603
S&P Global, Inc. (Capital Markets)		1.4	%		27,407		9,578,198
SBA Communications Corp. (Equity Real Estate Investment Trusts (REITs))		0.4	%		8,416		2,832,910
Simon Property Group, Inc. (Equity Real Estate Investment Trusts (REITs))		0.4	%		25,428		2,915,320
T. Rowe Price Group, Inc. (Capital Markets)		0.3	%		17,734		2,253,814
Travelers Cos., Inc. (The) (Insurance)		0.5	%		18,665		3,341,782
Truist Financial Corp. (Banks)		0.8	%		103,290		5,137,645
US Bancorp (Banks)		0.8	%		104,492		5,545,390
Visa, Inc., Class A (IT Services)		4.0	%		128,326		27,226,928
Wells Fargo & Co. (Banks)		2.1	%		300,675		13,761,895
Welltower, Inc. (Equity Real Estate Investment Trusts (REITs))		0.4	%		33,680		3,000,551
Weyerhaeuser Co. (Equity Real Estate Investment Trusts (REITs))		0.3	%		57,824		2,285,205
Other Common Stocks (b)		20.5	%		2,925,137		137,094,155
Total Common Stocks (Cost $559,634,392)							509,077,166
Securities Lending Reinvestments (c) — 0.1%
Investment Companies — 0.1%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $687,211)		0.1	%		687,211		687,211

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA FINANCIALS UYG :: 43

	Principal Amount		Value
Short-Term Investments — 2.0%
Repurchase Agreements (d) — 2.0%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $13,710,523 (Cost $13,710,246)	$	13,710,246	$	13,710,246
Total Investments — 78.0% (Cost $574,031,849)				523,474,623
Other assets less liabilities — 22.0%				148,048,054
Net Assets — 100.0%			$	671,522,677

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $72,813,856.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $4,056,340, collateralized in the form of cash with a value of $687,211 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $3,522,213 of collateral in the form of

U.S. Government Treasury Securities, interest rates ranging from 0.00% - 4.75%, and maturity dates ranging from June 9, 2022 - November 15, 2051. The total value of collateral is $4,209,424.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $687,211.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	157,002,074
Aggregate gross unrealized depreciation		(61,669,363	)
Net unrealized appreciation	$	95,332,711
Federal income tax cost	$	574,284,503

Swap Agreements^a

Ultra Financials had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciationd ($)		Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	39,567,223	11/7/2022	Bank of America NA		1.38	%	Dow Jones U.S. FinancialsSM Indexf		48,899,207		(48,899,207	)		—			—
	112,808,745	11/7/2022	BNP Paribas SA		1.43	%	Dow Jones U.S. FinancialsSM Indexf		16,459,474		(16,354,146	)		(105,328	)		—
	33,084,697	11/6/2023	Citibank NA		1.53	%	Dow Jones U.S. FinancialsSM Indexf		25,017,836		—			(25,017,836	)		—
	63,698,467	4/10/2023	Credit Suisse International		1.38	%	Dow Jones U.S. FinancialsSM Indexf		4,146,042		—			(4,146,042	)		—
	102,789,385	4/10/2023	Goldman Sachs International		1.43	%	Dow Jones U.S. FinancialsSM Indexf		6,134,590		(6,134,590	)		—			—
	38,779,548	11/7/2022	Morgan Stanley & Co. International plc		1.43	%	Dow Jones U.S. FinancialsSM Indexf		5,175,410		—			(5,041,000	)		134,410
	381,990,412	4/10/2023	Societe Generale		1.58	%	Dow Jones U.S. FinancialsSM Indexf		24,823,514		(24,770,361	)		(53,153	)		—
	61,062,604	11/7/2022	UBS AG		1.48	%	Dow Jones U.S. FinancialsSM Indexf		15,486,518		(9,756,518	)		(5,730,000	)		—
	833,781,081								146,142,591
							Total Unrealized Appreciation		146,142,591

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to the financial statements.

44 :: UYG ULTRA FINANCIALS :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  See the Common Stocks section of the preceding Schedule of Portfolio Investments for the representative components of the underlying reference instrument and their relative weightings.

Ultra Financials invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Banks	17.5	%
Capital Markets	14.1	%
Consumer Finance	2.9	%
Diversified Financial Services	7.2	%
Equity Real Estate Investment Trusts (REITs)	14.6	%
Insurance	10.5	%
IT Services	7.6	%
Mortgage Real Estate Investment Trusts (REITs)	0.4	%
Professional Services	0.3	%
Real Estate Management & Development	0.6	%
Thrifts & Mortgage Finance	0.2	%
Othera	24.1	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA FINANCIALS UYG :: 45

Investments	Principal Amount		Value
Short-Term Investments — 39.1%
Repurchase Agreements (a) — 39.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $4,077,177 (Cost $4,077,094)	$	4,077,094	$	4,077,094
Total Investments — 39.1% (Cost $4,077,094)				4,077,094
Other assets less liabilities — 60.9%				6,346,982
Net Assets — 100.0%			$	10,424,076

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(12,060,166	)
Net unrealized depreciation	$	(12,060,166	)
Federal income tax cost	$	4,077,094

Swap Agreements^a,f

Ultra FTSE China 50 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	3,361,268	11/9/2022	Bank of America NA		1.03	%	iShares® China Large-Cap ETF		(6,583,858	)		—		6,583,858		—
	2,108,487	4/10/2023	Citibank NA		0.08	%	iShares® China Large-Cap ETF		(366,466	)		—		366,466		—
	5,383,752	3/7/2023	Goldman Sachs International		1.13	%	iShares® China Large-Cap ETF		(1,501,943	)		—		1,501,943		—
	72,543	4/10/2023	Morgan Stanley & Co. International plc		1.28	%	iShares® China Large-Cap ETF		(16,704	)		—		16,704		—
	7,596,654	3/7/2023	Societe Generale		0.48	%	iShares® China Large-Cap ETF		(1,685,496	)		—		1,685,496		—
	2,384,420	3/7/2023	UBS AG		(0.17	)%	iShares® China Large-Cap ETF		(1,905,699	)		—		1,905,699		—
	20,907,124								(12,060,166	)
							Total Unrealized Depreciation		(12,060,166	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

See accompanying notes to the financial statements.

46 :: XPP ULTRA FTSE CHINA 50 :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 67.9%
Repurchase Agreements (a) — 67.9%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $2,695,844 (Cost $2,695,790)	$	2,695,790	$	2,695,790
Total Investments — 67.9% (Cost $2,695,790)				2,695,790
Other assets less liabilities — 32.1%				1,273,660
Net Assets — 100.0%			$	3,969,450

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	56,204
Aggregate gross unrealized depreciation		(1,147,564	)
Net unrealized depreciation	$	(1,091,360	)
Federal income tax cost	$	2,695,790

Swap Agreements^a,f

Ultra FTSE Europe had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	490,431	11/9/2022	Bank of America NA		1.13	%	Vanguard® FTSE Europe ETF Shares		(84,671	)		—		84,671		—
	2,450,145	4/10/2023	Citibank NA		1.03	%	Vanguard® FTSE Europe ETF Shares		56,204			—		—		56,204
	1,287,806	3/7/2023	Goldman Sachs International		0.68	%	Vanguard® FTSE Europe ETF Shares		(220,438	)		—		220,438		—
	21,306	11/9/2023	Morgan Stanley & Co. International plc		1.28	%	Vanguard® FTSE Europe ETF Shares		(3,239	)		—		—		(3,239	)
	3,098,783	3/7/2023	Societe Generale		0.88	%	Vanguard® FTSE Europe ETF Shares		(675,992	)		—		675,992		—
	598,924	3/7/2023	UBS AG		0.83	%	Vanguard® FTSE Europe ETF Shares		(163,224	)		—		163,224		—
	7,947,395								(1,091,360	)
							Total Unrealized Appreciation		56,204
							Total Unrealized Depreciation		(1,147,564	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA FTSE EUROPE UPV :: 47

Investments	Shares		Value
Common Stocks (a) — 90.2%
Biotechnology — 15.0%
AbbVie, Inc.		34,916	$	5,145,571
ACADIA Pharmaceuticals, Inc.*		2,313		37,355
Agios Pharmaceuticals, Inc.*		1,072		20,872
Alkermes plc*		3,193		95,311
Allogene Therapeutics, Inc.*		1,461		11,586
Alnylam Pharmaceuticals, Inc.*		2,375		298,775
Amgen, Inc.		11,123		2,855,719
Arrowhead Pharmaceuticals, Inc.*		2,082		69,455
Beam Therapeutics, Inc.*		890		31,310
Biogen, Inc.*		2,903		580,600
Biohaven Pharmaceutical Holding Co. Ltd.*		1,213		174,344
BioMarin Pharmaceutical, Inc.*		3,626		272,421
Blueprint Medicines Corp.*		1,164		64,020
Bridgebio Pharma, Inc.*		2,123		14,500
CRISPR Therapeutics AG*		1,391		80,748
Denali Therapeutics, Inc.*(b)		1,830		44,451
Emergent BioSolutions, Inc.*		947		31,213
Exact Sciences Corp.*(b)		3,430		170,848
Exelixis, Inc.*		6,247		114,507
Fate Therapeutics, Inc.*		1,601		36,983
Gilead Sciences, Inc.		24,776		1,606,724
Halozyme Therapeutics, Inc.*(b)		2,781		127,870
Horizon Therapeutics plc*		4,478		401,632
Incyte Corp.*		3,716		282,007
Intellia Therapeutics, Inc.*		1,369		63,166
Ionis Pharmaceuticals, Inc.*		2,791		101,927
Mirati Therapeutics, Inc.*		981		38,416
Moderna, Inc.*		6,969		1,012,805
Natera, Inc.*		1,740		63,841
Neurocrine Biosciences, Inc.*		1,875		175,294
Novavax, Inc.*(b)		1,493		82,608
Regeneron Pharmaceuticals, Inc.*		2,112		1,403,931
Sarepta Therapeutics, Inc.*		1,720		125,250
Seagen, Inc.*		2,647		359,145
Twist Bioscience Corp.*		1,065		36,253
Ultragenyx Pharmaceutical, Inc.*		1,346		63,127
United Therapeutics Corp.*		890		205,003
Vertex Pharmaceuticals, Inc.*		5,029		1,351,041
Vir Biotechnology, Inc.*		1,447		37,347
				17,687,976
Health Care Equipment & Supplies — 17.7%
Abbott Laboratories		34,919		4,101,586
ABIOMED, Inc.*		900		237,330
Align Technology, Inc.*		1,449		402,300
Baxter International, Inc.		9,892		752,287
Becton Dickinson and Co.		5,624		1,438,619
Boston Scientific Corp.*		28,143		1,154,144
Cooper Cos., Inc. (The) (b)		974		341,621

Investments	Shares		Value
Common Stocks (a) (continued)
DENTSPLY SIRONA, Inc.		4,316	$	170,741
Dexcom, Inc.*		1,917		571,151
Edwards Lifesciences Corp.*		12,339		1,244,388
Embecta Corp.*		1,124		27,853
Enovis Corp.*		895		59,374
Envista Holdings Corp.*		3,186		137,125
Globus Medical, Inc., Class A*		1,559		103,829
Haemonetics Corp.*		1,008		63,766
Hologic, Inc.*		4,939		371,759
ICU Medical, Inc.*		396		71,929
IDEXX Laboratories, Inc.*		1,675		655,964
Insulet Corp.*(b)		1,364		291,187
Integra LifeSciences Holdings Corp.*		1,438		90,076
Intuitive Surgical, Inc.*		7,067		1,608,732
Masimo Corp.*		1,002		140,711
Medtronic plc		26,553		2,659,283
Neogen Corp.*		2,127		56,280
Novocure Ltd.*(b)		1,763		141,710
NuVasive, Inc.*		1,023		58,730
Omnicell, Inc.*		866		96,265
Penumbra, Inc.*		694		101,963
QuidelOrtho Corp.*		988		93,890
ResMed, Inc.		2,890		587,999
Shockwave Medical, Inc.*		698		114,619
STAAR Surgical Co.*		940		61,984
STERIS plc		1,977		451,151
Stryker Corp.		6,632		1,555,204
Tandem Diabetes Care, Inc.*		1,255		85,553
Teleflex, Inc.		926		266,447
Zimmer Biomet Holdings, Inc.		4,127		496,107
Zimvie, Inc.*		412		8,969
				20,872,626
Health Care Providers & Services — 19.4%
1Life Healthcare, Inc.*		3,355		28,417
Acadia Healthcare Co., Inc.*		1,777		126,469
agilon health, Inc.*		933		17,820
Amedisys, Inc.*		643		74,530
Anthem, Inc.		4,795		2,443,580
Centene Corp.*		11,535		939,410
Chemed Corp.		302		146,289
Cigna Corp.		6,377		1,710,885
Covetrus, Inc.*		2,040		42,473
CVS Health Corp.		25,922		2,507,954
DaVita, Inc.*		1,218		118,743
Encompass Health Corp.		1,968		128,983
Guardant Health, Inc.*		2,008		82,288
HCA Healthcare, Inc.		4,733		995,823
HealthEquity, Inc.*		1,650		103,257
Henry Schein, Inc.*		2,740		234,654
Humana, Inc.		2,537		1,152,382
Invitae Corp.*		4,110		15,084

See accompanying notes to the financial statements.

48 :: RXL ULTRA HEALTH CARE :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks (a) (continued)
Laboratory Corp. of America Holdings		1,838	$	453,471
LHC Group, Inc.*		628		104,662
McKesson Corp.		2,958		972,265
Molina Healthcare, Inc.*		1,152		334,333
Oak Street Health, Inc.*(b)		2,757		52,052
Premier, Inc., Class A		2,351		87,951
Quest Diagnostics, Inc.		2,349		331,256
R1 RCM, Inc.*		2,637		56,616
Signify Health, Inc., Class A*(b)		473		6,447
Tenet Healthcare Corp.*		2,116		136,926
UnitedHealth Group, Inc.		18,601		9,240,605
Universal Health Services, Inc., Class B		1,444		179,937
				22,825,562
Health Care Technology — 0.2%
American Well Corp., Class A*(b)		3,864		14,606
Doximity, Inc., Class A*(b)		1,832		64,102
GoodRx Holdings, Inc., Class A*		1,355		10,799
Teladoc Health, Inc.*(b)		3,162		107,793
				197,300
Life Sciences Tools & Services — 11.4%
10X Genomics, Inc., Class A*(b)		1,807		92,500
Agilent Technologies, Inc.		5,932		756,686
Avantor, Inc.*		12,030		385,441
Azenta, Inc. (b)		1,479		113,351
Berkeley Lights, Inc.*		824		3,939
Bio-Rad Laboratories, Inc., Class A*		428		230,174
Bio-Techne Corp.		775		286,541
Bruker Corp.		2,008		125,460
Charles River Laboratories International, Inc.*		994		232,675
Danaher Corp.		12,575		3,317,536
Illumina, Inc.*		3,085		738,796
IQVIA Holdings, Inc.*		3,774		812,353
Maravai LifeSciences Holdings, Inc., Class A*		2,156		67,159
Medpace Holdings, Inc.*		569		81,504
Mettler-Toledo International, Inc.*		456		586,471
NeoGenomics, Inc.*		2,433		20,486
Pacific Biosciences of California, Inc.*		4,351		24,496
Repligen Corp.*		1,016		167,102
Sotera Health Co.*		1,956		41,663
Syneos Health, Inc.*		2,049		151,401
Thermo Fisher Scientific, Inc.		7,781		4,416,262
Waters Corp.*		1,206		395,508
West Pharmaceutical Services, Inc.		1,461		453,465
				13,500,969

Investments	Shares		Value
Common Stocks (a) (continued)
Pharmaceuticals — 26.5%
Bristol-Myers Squibb Co.		43,045	$	3,247,745
Catalent, Inc.*		3,538		364,626
Elanco Animal Health, Inc.*		9,338		221,311
Eli Lilly & Co.		15,681		4,915,053
Jazz Pharmaceuticals plc*(b)		1,214		181,711
Johnson & Johnson		52,002		9,335,918
Merck & Co., Inc.		49,884		4,590,824
Nektar Therapeutics*(b)		3,643		12,678
Organon & Co.		5,010		190,180
Perrigo Co. plc		2,641		105,270
Pfizer, Inc.		110,924		5,883,409
Royalty Pharma plc, Class A		7,040		289,626
Viatris, Inc.		23,883		293,044
Zoetis, Inc.		9,346		1,597,512
				31,228,907
Total Common Stocks (Cost $116,378,255)				106,313,340
Securities Lending Reinvestments (c) — 0.0% (d)
Investment Companies — 0.0% (d)
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $51,462)		51,462		51,462
	Principal Amount
Short-Term Investments — 18.3%
Repurchase Agreements (e) — 18.3%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $21,513,130 (Cost $21,512,698)	$	21,512,698		21,512,698
Total Investments — 108.5% (Cost $137,942,415)				127,877,500
Liabilities in excess of other assets — (8.5%)				(10,034,845	)
Net Assets — 100.0%			$	117,842,655

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $49,927,581.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $906,626, collateralized in the form of cash with a value of $51,462 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $927,680 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 5.50%, and maturity dates ranging from June 15, 2022 - November 15, 2051. The total value of collateral is $979,142.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA HEALTH CARE RXL :: 49

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $51,462.

(d)  Represents less than 0.05% of net assets.

(e)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	7,052,373
Aggregate gross unrealized depreciation		(28,368,044	)
Net unrealized depreciation	$	(21,315,671	)
Federal income tax cost	$	137,989,087

Swap Agreements^a

Ultra Health Care had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	23,003,077	5/8/2023	Bank of America NA		1.28	%	Dow Jones U.S. Health CareSM Indexf		(772,278	)		763,369		8,909			—
	28,521,627	4/10/2023	Citibank NA		1.13	%	Dow Jones U.S. Health CareSM Indexf		(1,971,693	)		1,963,073		8,620			—
	27,131,115	3/7/2023	Goldman Sachs International		1.43	%	Dow Jones U.S. Health CareSM Indexf		(1,779,337	)		676,886		1,102,451			—
	496,712	11/7/2022	Morgan Stanley & Co. International plc		1.43	%	Dow Jones U.S. Health CareSM Indexf		48,645			—		(48,645	)		—
	20,353,949	3/7/2023	Societe Generale		1.48	%	Dow Jones U.S. Health CareSM Indexf		(3,789,102	)		3,781,660		7,442			—
	30,241,876	11/6/2023	UBS AG		1.18	%	Dow Jones U.S. Health CareSM Indexf		(2,940,319	)		2,904,729		35,590			—
	129,748,356								(11,204,084	)
							Total Unrealized Appreciation		48,645
							Total Unrealized Depreciation		(11,252,729	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  See the Common Stocks section of the preceding Schedule of Portfolio Investments for the representative components of the underlying reference instrument and their relative weightings.

See accompanying notes to the financial statements.

50 :: RXL ULTRA HEALTH CARE :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 24.5%
Repurchase Agreements (a) — 24.5%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $4,957,780 (Cost $4,957,679)	$	4,957,679	$	4,957,679
Total Investments — 24.5% (Cost $4,957,679)				4,957,679
Other assets less liabilities — 75.5%				15,268,907
Net Assets — 100.0%			$	20,226,586

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(2,571,284	)
Net unrealized depreciation	$	(2,571,284	)
Federal income tax cost	$	4,957,679

Swap Agreements^a,f

Ultra High Yield had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	8,915,349	4/10/2023	Citibank NA		0.58	%	iShares® iBoxx $ High Yield Corporate Bond ETF		(630,073	)		—		630,073		—
	1,499,254	4/10/2023	Credit Suisse International		1.33	%	iShares® iBoxx $ High Yield Corporate Bond ETF		(344,288	)		—		344,288		—
	22,496,824	3/7/2023	Goldman Sachs International		(1.42	)%	iShares® iBoxx $ High Yield Corporate Bond ETF		(716,121	)		—		716,121		—
	7,475,424	11/7/2022	UBS AG		(0.67	)%	iShares® iBoxx $ High Yield Corporate Bond ETF		(880,802	)		—		880,802		—
	40,386,851								(2,571,284	)
							Total Unrealized Depreciation		(2,571,284	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation and final settlement of these swap transactions as of the time the Fund calculates its NAV, which differs from the time the Fund's underlying index is calculated, one or more exchange-traded financial products are used as the reference entity, as a surrogate for the respective underlying index.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA HIGH YIELD UJB :: 51

	Percentage of Net Assets			Shares		Value
Common Stocks (a) — 92.9%
3M Co. (Industrial Conglomerates)		1.8	%		2,038	$	304,253
Accenture plc, Class A (IT Services)		4.0	%		2,257		673,624
AMETEK, Inc. (Electrical Equipment)		0.6	%		826		100,334
Amphenol Corp., Class A (Electronic Equipment, Instruments & Components)		0.9	%		2,137		151,428
Automatic Data Processing, Inc. (IT Services)		2.0	%		1,500		334,410
Ball Corp. (Containers & Packaging)		0.5	%		1,155		81,878
Block, Inc., Class A* (IT Services)		0.9	%		1,788		156,468
Boeing Co. (The)* (Aerospace & Defense)		1.5	%		1,957		257,150
Carrier Global Corp. (Building Products)		0.7	%		3,053		120,013
Caterpillar, Inc. (Machinery)		2.5	%		1,931		416,806
Cintas Corp. (Commercial Services & Supplies)		0.8	%		316		125,872
Corning, Inc. (Electronic Equipment, Instruments & Components)		0.6	%		2,666		95,496
CSX Corp. (Road & Rail)		1.5	%		7,920		251,777
Cummins, Inc. (Machinery)		0.6	%		508		106,233
Deere & Co. (Machinery)		2.1	%		1,001		358,138
Eaton Corp. plc (Electrical Equipment)		1.2	%		1,424		197,366
Emerson Electric Co. (Electrical Equipment)		1.1	%		2,123		188,225
Equifax, Inc. (Professional Services)		0.5	%		436		88,325
Fastenal Co. (Trading Companies & Distributors)		0.7	%		2,054		110,012
FedEx Corp. (Air Freight & Logistics)		1.2	%		870		195,385
Fidelity National Information Services, Inc. (IT Services)		1.4	%		2,173		227,078
Fiserv, Inc.* (IT Services)		1.3	%		2,123		212,682
General Dynamics Corp. (Aerospace & Defense)		1.1	%		822		184,876
General Electric Co. (Industrial Conglomerates)		1.9	%		3,924		307,210
Global Payments, Inc. (IT Services)		0.8	%		1,015		133,006
Honeywell International, Inc. (Industrial Conglomerates)		2.8	%		2,448		473,982
Illinois Tool Works, Inc. (Machinery)		1.3	%		1,019		212,023
Johnson Controls International plc (Building Products)		0.8	%		2,506		136,602

	Percentage of Net Assets			Shares		Value
Common Stocks (a) (continued)
Keysight Technologies, Inc.* (Electronic Equipment, Instruments & Components)		0.6	%		654	$	95,222
L3Harris Technologies, Inc. (Aerospace & Defense)		1.0	%		702		169,112
Lockheed Martin Corp. (Aerospace & Defense)		2.3	%		864		380,255
Norfolk Southern Corp. (Road & Rail)		1.3	%		857		205,389
Northrop Grumman Corp. (Aerospace & Defense)		1.5	%		524		245,216
Old Dominion Freight Line, Inc. (Road & Rail)		0.5	%		333		85,994
Otis Worldwide Corp. (Machinery)		0.7	%		1,518		112,939
PACCAR, Inc. (Machinery)		0.6	%		1,239		107,595
Parker-Hannifin Corp. (Machinery)		0.8	%		458		124,654
Paychex, Inc. (IT Services)		0.9	%		1,144		141,662
PayPal Holdings, Inc.* (IT Services)		2.1	%		4,160		354,474
Raytheon Technologies Corp. (Aerospace & Defense)		3.0	%		5,327		506,704
Republic Services, Inc. (Commercial Services & Supplies)		0.6	%		746		99,845
Rockwell Automation, Inc. (Electrical Equipment)		0.5	%		415		88,478
Sherwin-Williams Co. (The) (Chemicals)		1.4	%		861		230,782
TE Connectivity Ltd. (Electronic Equipment, Instruments & Components)		0.9	%		1,164		150,610
Trane Technologies plc (Building Products)		0.7	%		834		115,142
TransDigm Group, Inc.* (Aerospace & Defense)		0.7	%		187		113,204
Union Pacific Corp. (Road & Rail)		3.0	%		2,274		499,780
United Parcel Service, Inc., Class B (Air Freight & Logistics)		2.8	%		2,603		474,397
Verisk Analytics, Inc. (Professional Services)		0.6	%		576		100,754
Waste Management, Inc. (Commercial Services & Supplies)		1.3	%		1,375		217,951
Other Common Stocks (b)		28.0	%		68,975		4,669,677
Total Common Stocks (Cost $19,657,799)							15,490,488
Securities Lending Reinvestments (c) — 0.1%
Investment Companies — 0.1%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $20,871)		0.1	%		20,871		20,871

See accompanying notes to the financial statements.

52 :: UXI ULTRA INDUSTRIALS :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

	Principal Amount		Value
Short-Term Investments — 18.9%
Repurchase Agreements (d) — 18.9%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $3,162,194 (Cost $3,162,129)	$	3,162,129	$	3,162,129
Total Investments — 111.9% (Cost $22,840,799)				18,673,488
Liabilities in excess of other assets — (11.9%)				(1,979,686	)
Net Assets — 100.0%			$	16,693,802

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $11,320,626.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $60,891, collateralized in the form of cash with a value of $20,871 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $43,217 of collateral in the form of U.S. Government

Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 30, 2022 - August 15, 2050. The total value of collateral is $64,088.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $20,871.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	262,357
Aggregate gross unrealized depreciation		(9,399,564	)
Net unrealized depreciation	$	(9,137,207	)
Federal income tax cost	$	22,844,286

Swap Agreements^a

Ultra Industrials had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Underlying Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	5,123,654	5/8/2023	Bank of America NA		1.13	%	Dow Jones U.S. IndustrialsSM Index		(1,339,485	)		1,339,391		94		—
	5,292,014	11/7/2022	Citibank NA		1.13	%	Dow Jones U.S. IndustrialsSM Index		(1,105,837	)		1,102,160		3,677		—
	4,114,455	3/7/2023	Goldman Sachs International		1.43	%	Dow Jones U.S. IndustrialsSM Index		(1,507,066	)		—		1,507,066		—
	468,783	4/10/2023	Morgan Stanley & Co. International plc		1.43	%	Dow Jones U.S. IndustrialsSM Index		(83,633	)		80,660		2,973		—
	1,911,550	3/7/2023	Societe Generale		1.38	%	Dow Jones U.S. IndustrialsSM Index		(533,853	)		449,915		83,938		—
	1,006,669	3/7/2023	UBS AG		1.18	%	Dow Jones U.S. IndustrialsSM Index		(396,535	)		260,160		136,375		—
	17,917,125								(4,966,409	)
							Total Unrealized Depreciation		(4,966,409	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA INDUSTRIALS UXI :: 53

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Ultra Industrials invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Aerospace & Defense	12.9	%
Air Freight & Logistics	4.8	%
Building Products	4.5	%
Chemicals	1.4	%
Commercial Services & Supplies	3.2	%
Construction & Engineering	1.2	%
Construction Materials	1.0	%
Containers & Packaging	3.4	%
Electrical Equipment	4.9	%
Electronic Equipment, Instruments & Components	5.5	%
Industrial Conglomerates	6.5	%
IT Services	15.9	%
Life Sciences Tools & Services	0.4	%
Machinery	13.7	%
Marine	0.1	%
Paper & Forest Products	0.1	%
Professional Services	4.0	%
Road & Rail	7.1	%
Trading Companies & Distributors	2.3	%
Othera	7.1	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

54 :: UXI ULTRA INDUSTRIALS :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

	Percentage of Net Assets			Shares		Value
Common Stocks (a) — 91.4%
AECOM (Construction & Engineering)		0.4	%		7,381	$	515,563
Alcoa Corp. (Metals & Mining)		0.5	%		9,614		593,376
Alleghany Corp.* (Insurance)		0.5	%		715		596,153
American Campus Communities, Inc. (Equity Real Estate Investment Trusts (REITs))		0.4	%		7,267		472,355
American Financial Group, Inc. (Insurance)		0.4	%		3,458		488,615
Arrow Electronics, Inc.* (Electronic Equipment, Instruments & Components)		0.3	%		3,554		428,790
Builders FirstSource, Inc.* (Building Products)		0.5	%		10,000		650,900
Carlisle Cos., Inc. (Building Products)		0.6	%		2,730		694,594
Cleveland-Cliffs, Inc.* (Metals & Mining)		0.5	%		24,967		578,735
Cognex Corp. (Electronic Equipment, Instruments & Components)		0.4	%		9,232		447,014
Darling Ingredients, Inc.* (Food Products)		0.5	%		8,450		676,591
East West Bancorp, Inc. (Banks)		0.4	%		7,411		545,005
EQT Corp. (Oil, Gas & Consumable Fuels)		0.6	%		15,709		749,634
Essential Utilities, Inc. (Water Utilities)		0.4	%		12,012		555,675
Fair Isaac Corp.* (Software)		0.5	%		1,372		561,903
First Horizon Corp. (Banks)		0.5	%		27,886		636,637
Graco, Inc. (Machinery)		0.5	%		8,876		561,851
Hubbell, Inc. (Electrical Equipment)		0.4	%		2,841		539,392
Jabil, Inc. (Electronic Equipment, Instruments & Components)		0.4	%		7,493		460,969
Jazz Pharmaceuticals plc*(b) (Pharmaceuticals)		0.4	%		3,210		480,473
Jones Lang LaSalle, Inc.* (Real Estate Management & Development)		0.4	%		2,635		519,938
Knight-Swift Transportation Holdings, Inc. (Road & Rail)		0.3	%		8,666		421,514
Lamar Advertising Co., Class A (Equity Real Estate Investment Trusts (REITs))		0.4	%		4,534		444,105
Lear Corp. (Auto Components)		0.3	%		3,117		439,372
Life Storage, Inc. (Equity Real Estate Investment Trusts (REITs))		0.4	%		4,283		500,083
Lithia Motors, Inc. (Specialty Retail)		0.4	%		1,581		481,367
Mattel, Inc.* (Leisure Products)		0.4	%		18,295		459,570
Medical Properties Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		0.5	%		31,165		579,046

	Percentage of Net Assets			Shares		Value
Common Stocks (a) (continued)
Middleby Corp. (The)*(b) (Machinery)		0.3	%		2,905	$	439,991
Neurocrine Biosciences, Inc.*(b) (Biotechnology)		0.4	%		4,954		463,149
OGE Energy Corp. (Electric Utilities)		0.3	%		10,453		431,709
Olin Corp. (Chemicals)		0.4	%		7,369		484,807
Owens Corning (Building Products)		0.4	%		5,247		501,508
Range Resources Corp.* (Oil, Gas & Consumable Fuels)		0.4	%		13,045		442,878
Regal Rexnord Corp. (Electrical Equipment)		0.4	%		3,539		442,198
Reinsurance Group of America, Inc. (Insurance)		0.4	%		3,508		441,482
Reliance Steel & Aluminum Co. (Metals & Mining)		0.5	%		3,272		636,077
Repligen Corp.* (Life Sciences Tools & Services)		0.4	%		2,686		441,766
Rexford Industrial Realty, Inc. (Equity Real Estate Investment Trusts (REITs))		0.4	%		8,369		534,528
RPM International, Inc. (Chemicals)		0.5	%		6,773		596,701
Service Corp. International (Diversified Consumer Services)		0.5	%		8,611		603,028
Steel Dynamics, Inc. (Metals & Mining)		0.7	%		9,845		840,566
Targa Resources Corp. (Oil, Gas & Consumable Fuels)		0.7	%		11,958		861,215
Toro Co. (The) (Machinery)		0.4	%		5,478		451,880
UGI Corp. (Gas Utilities)		0.4	%		10,956		468,259
United Therapeutics Corp.* (Biotechnology)		0.4	%		2,353		541,990
Watsco, Inc.(b) (Trading Companies & Distributors)		0.3	%		1,725		440,962
Webster Financial Corp. (Banks)		0.4	%		9,389		460,906
Williams-Sonoma, Inc. (Specialty Retail)		0.4	%		3,809		487,247
Wolfspeed, Inc.*(b) (Semiconductors & Semiconductor Equipment)		0.4	%		6,453		485,459
Other Common Stocks (b)		69.8	%		1,845,356		85,738,948
Total Common Stocks (Cost $109,928,309)							112,316,474
Securities Lending Reinvestments (c) — 0.2%
Investment Companies — 0.2%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $246,710)		0.2	%		246,710		246,710

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA MIDCAP400 MVV :: 55

	Principal Amount		Value
Short-Term Investments — 30.4%
Repurchase Agreements (d) — 30.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $37,349,036 (Cost $37,348,285)	$	37,348,285	$	37,348,285
Total Investments — 122.0% (Cost $147,523,304)				149,911,469
Liabilities in excess of other assets — (22.0%)				(26,997,137	)
Net Assets — 100.0%			$	122,914,332

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $71,368,912.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $1,025,179, collateralized in the form of cash with a value of $246,710 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $829,608 of collateral in the form of

U.S. Government Treasury Securities, interest rates ranging from 0.00% - 5.50%, and maturity dates ranging from June 15, 2022 - May 15, 2051. The total value of collateral is $1,076,318.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $246,710.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	13,078,196
Aggregate gross unrealized depreciation		(40,224,142	)
Net unrealized depreciation	$	(27,145,946	)
Federal income tax cost	$	150,765,718

Futures Contracts Purchased

Ultra MidCap400 had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
S&P Midcap 400 E-Mini Index		45	6/17/2022	USD	$	11,309,400	$	111,178

Swap Agreements^a

Ultra MidCap400 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	15,156,700	5/8/2023	Bank of America NA		1.23	%	S&P MidCap 400®		(2,482,114	)		2,386,301		95,813		—
	28,628,483	5/8/2023	BNP Paribas SA		1.28	%	S&P MidCap 400®		(7,239,855	)		7,132,301		107,554		—
	10,018,963	4/10/2023	Citibank NA		1.23	%	S&P MidCap 400®		(3,151,499	)		3,119,808		31,691		—
	12,689,859	3/7/2023	Goldman Sachs International		1.10	%	SPDR® S&P MidCap 400® ETF Trust		(4,429,808	)
	15,476,079	3/7/2023	Goldman Sachs International		1.33	%	S&P MidCap 400®		(2,381,366	)
	28,165,938								(6,811,174	)		6,701,299		109,875		—
	2,197,935	11/7/2022	Morgan Stanley & Co. International plc		1.38	%	S&P MidCap 400®		(40,433	)		36,127		4,306		—

See accompanying notes to the financial statements.

56 :: MVV ULTRA MIDCAP400 :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	15,868,388	3/7/2023	Societe Generale		1.10	%	S&P MidCap 400®		(3,602,639	)		3,573,171		29,468		—
	22,205,684	3/7/2023	UBS AG		1.18	%	S&P MidCap 400®		(3,075,161	)		3,068,997		6,164		—
	122,242,091								(26,402,875	)
							Total Unrealized Depreciation		(26,402,875	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

Ultra MidCap400 invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Aerospace & Defense	1.2	%
Air Freight & Logistics	0.2	%
Airlines	0.1	%
Auto Components	1.3	%
Automobiles	0.4	%
Banks	6.3	%
Beverages	0.1	%
Biotechnology	1.5	%
Building Products	2.3	%
Capital Markets	1.8	%
Chemicals	2.7	%
Commercial Services & Supplies	1.4	%
Communications Equipment	0.8	%
Construction & Engineering	1.6	%
Construction Materials	0.2	%
Consumer Finance	0.5	%
Containers & Packaging	0.8	%
Diversified Consumer Services	1.0	%
Diversified Financial Services	0.3	%
Diversified Telecommunication Services	0.2	%
Electric Utilities	1.1	%
Electrical Equipment	1.7	%
Electronic Equipment, Instruments & Components	2.9	%
Energy Equipment & Services	0.5	%

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA MIDCAP400 MVV :: 57

Entertainment	0.1	%
Equity Real Estate Investment Trusts (REITs)	8.1	%
Food & Staples Retailing	1.2	%
Food Products	1.7	%
Gas Utilities	1.5	%
Health Care Equipment & Supplies	2.7	%
Health Care Providers & Services	2.3	%
Hotels, Restaurants & Leisure	2.5	%
Household Durables	1.4	%
Household Products	0.1	%
Insurance	3.9	%
Interactive Media & Services	0.3	%
IT Services	2.1	%
Leisure Products	1.2	%
Life Sciences Tools & Services	1.4	%
Machinery	4.0	%
Marine	0.2	%
Media	0.8	%
Metals & Mining	3.0	%
Multiline Retail	0.8	%
Multi-Utilities	0.4	%
Oil, Gas & Consumable Fuels	3.6	%
Paper & Forest Products	0.3	%
Personal Products	0.3	%
Pharmaceuticals	0.6	%
Professional Services	1.6	%
Real Estate Management & Development	0.4	%
Road & Rail	1.6	%
Semiconductors & Semiconductor Equipment	3.1	%
Software	3.0	%
Specialty Retail	2.8	%
Technology Hardware, Storage & Peripherals	0.1	%
Textiles, Apparel & Luxury Goods	1.4	%
Thrifts & Mortgage Finance	0.6	%
Trading Companies & Distributors	0.9	%
Water Utilities	0.5	%
Othera	8.6	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

58 :: MVV ULTRA MIDCAP400 :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 60.3%
Repurchase Agreements (a) — 60.3%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $5,752,259 (Cost $5,752,142)	$	5,752,142	$	5,752,142
Total Investments — 60.3% (Cost $5,752,142)				5,752,142
Other assets less liabilities — 39.7%				3,790,371
Net Assets — 100.0%			$	9,542,513

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	19,592
Aggregate gross unrealized depreciation		(2,292,805	)
Net unrealized depreciation	$	(2,273,213	)
Federal income tax cost	$	5,752,142

Swap Agreements^a,f

Ultra MSCI Brazil Capped had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	271,009	11/9/2022	Bank of America NA		1.13	%	iShares® MSCI Brazil Capped ETF		(1,138,355	)		—		1,138,355		—
	7,106,320	4/10/2023	Citibank NA		1.13	%	iShares® MSCI Brazil Capped ETF		(115,343	)		—		115,343		—
	4,518,410	4/10/2023	Goldman Sachs International		(0.17	)%	iShares® MSCI Brazil Capped ETF		(630,289	)		—		630,289		—
	100,748	4/10/2023	Morgan Stanley & Co. International plc		1.28	%	iShares® MSCI Brazil Capped ETF		19,592			—		—		19,592
	2,658,128	4/10/2023	Societe Generale		0.83	%	iShares® MSCI Brazil Capped ETF		(195,256	)		—		195,256		—
	4,522,481	4/10/2023	UBS AG		0.83	%	iShares® MSCI Brazil Capped ETF		(213,562	)		—		213,562		—
	19,177,096								(2,273,213	)
							Total Unrealized Appreciation		19,592
							Total Unrealized Depreciation		(2,292,805	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA MSCI BRAZIL CAPPED UBR :: 59

Investments	Principal Amount		Value
Short-Term Investments — 60.4%
Repurchase Agreements (a) — 60.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $5,476,590 (Cost $5,476,481)	$	5,476,481	$	5,476,481
Total Investments — 60.4% (Cost $5,476,481)				5,476,481
Other assets less liabilities — 39.6%				3,587,280
Net Assets — 100.0%			$	9,063,761

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(3,028,732	)
Net unrealized depreciation	$	(3,028,732	)
Federal income tax cost	$	5,476,481

Swap Agreements^a,f

Ultra MSCI EAFE had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	8,262,328	11/9/2022	Bank of America NA		1.13	%	iShares® MSCI EAFE ETF		(535,618	)		—		535,618		—
	3,456,542	4/10/2023	Citibank NA		1.23	%	iShares® MSCI EAFE ETF		(913,949	)		—		913,949		—
	1,602,067	3/7/2023	Goldman Sachs International		1.43	%	iShares® MSCI EAFE ETF		(120,713	)		—		120,713		—
	2,616	11/9/2023	Morgan Stanley & Co. International plc		1.28	%	iShares® MSCI EAFE ETF		(367	)		—		367		—
	564,974	3/7/2023	Societe Generale		1.33	%	iShares® MSCI EAFE ETF		(928,162	)		—		900,005		(28,157	)
	4,284,385	3/7/2023	UBS AG		1.03	%	iShares® MSCI EAFE ETF		(529,923	)		—		529,923		—
	18,172,912								(3,028,732	)
							Total Unrealized Depreciation		(3,028,732	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

See accompanying notes to the financial statements.

60 :: EFO ULTRA MSCI EAFE :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 65.7%
Repurchase Agreements (a) — 65.7%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $17,574,305 (Cost $17,573,951)	$	17,573,951	$	17,573,951
Total Investments — 65.7% (Cost $17,573,951)				17,573,951
Other assets less liabilities — 34.3%				9,156,734
Net Assets — 100.0%			$	26,730,685

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(19,799,735	)
Net unrealized depreciation	$	(19,799,735	)
Federal income tax cost	$	17,573,951

Swap Agreements^a,f

Ultra MSCI Emerging Markets had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/ the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/ the Counterparty ($)		Net Amounte ($)
	20,097,568	5/8/2023	Bank of America NA		1.08	%	iShares® MSCI Emerging Markets ETF		(4,319,985	)		—		4,319,985		—
	1,368,058	4/10/2023	Citibank NA		0.98	%	iShares® MSCI Emerging Markets ETF		(441,191	)		—		441,191		—
	4,048,226	3/7/2023	Goldman Sachs International		1.13	%	iShares® MSCI Emerging Markets ETF		(408,139	)		—		408,139		—
	103,449	4/10/2023	Morgan Stanley & Co. International plc		1.28	%	iShares® MSCI Emerging Markets ETF		(19,514	)		—		19,514		—
	2,680,168	3/7/2023	Societe Generale		0.58	%	iShares® MSCI Emerging Markets ETF		(1,761,926	)		—		1,735,007		(26,919	)
	25,422,015	11/9/2022	UBS AG		0.63	%	iShares® MSCI Emerging Markets ETF		(12,848,980	)		—		12,848,980		—
	53,719,484								(19,799,735	)
							Total Unrealized Depreciation		(19,799,735	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA MSCI EMERGING MARKETS EET :: 61

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

See accompanying notes to the financial statements.

62 :: EET ULTRA MSCI EMERGING MARKETS :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Exchange Traded Funds — 49.5%
iShares MSCI Japan ETF (Cost $3,349,571)		49,500	$	2,851,199
	Principal Amount
Short-Term Investments — 18.8%
Repurchase Agreements (a) — 18.8%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $1,081,727 (Cost $1,081,705)	$	1,081,705		1,081,705
Total Investments — 68.3% (Cost $4,431,276)				3,932,904
Other assets less liabilities — 31.7%				1,826,897
Net Assets — 100.0%			$	5,759,801

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(2,853,963	)
Net unrealized depreciation	$	(2,853,963	)
Federal income tax cost	$	4,511,090

Swap Agreements^a,f

Ultra MSCI Japan had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/ the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/ the Counterparty ($)		Net Amounte ($)
	907,778	12/14/2023	Bank of America NA		1.18	%	iShares® MSCI Japan ETF		(102,025	)		—		7,000		(95,025	)
	4,387,394	12/12/2022	Citibank NA		1.33	%	iShares® MSCI Japan ETF		(1,244,607	)		—		1,244,607		—
	94,311	12/14/2023	Credit Suisse International		1.53	%	iShares® MSCI Japan ETF		(16,939	)		—		16,939		—
	2,100,678	3/7/2023	Goldman Sachs International		1.33	%	iShares® MSCI Japan ETF		(746,291	)		—		746,291		—
	166,659	11/9/2023	Morgan Stanley & Co. International plc		1.28	%	iShares® MSCI Japan ETF		(30,006	)		—		30,006		—
	520,648	3/7/2023	Societe Generale		0.98	%	iShares® MSCI Japan ETF		(85,384	)		—		17,000		(68,384	)
	542,704	12/14/2023	UBS AG		0.83	%	iShares® MSCI Japan ETF		(50,525	)		—		50,525		—
	8,720,172								(2,275,777	)
							Total Unrealized Depreciation		(2,275,777	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA MSCI JAPAN EZJ :: 63

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

See accompanying notes to the financial statements.

64 :: EZJ ULTRA MSCI JAPAN :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

	Percentage of Net Assets			Shares		Value
Common Stocks (a) — 86.1%
ACADIA Pharmaceuticals, Inc.* (Biotechnology)		0.2	%		13,746	$	221,998
Alkermes plc* (Biotechnology)		0.4	%		13,855		413,572
Alnylam Pharmaceuticals, Inc.* (Biotechnology)		1.4	%		10,279		1,293,098
Amgen, Inc. (Biotechnology)		8.4	%		30,591		7,853,933
Apellis Pharmaceuticals, Inc.* (Biotechnology)		0.4	%		8,357		346,398
Argenx SE, ADR* (Biotechnology)		0.8	%		2,360		729,948
Arrowhead Pharmaceuticals, Inc.* (Biotechnology)		0.3	%		9,018		300,840
Ascendis Pharma A/S, ADR* (Biotechnology)		0.4	%		4,742		400,746
AstraZeneca plc, ADR (Pharmaceuticals)		3.6	%		50,254		3,340,886
Beam Therapeutics, Inc.* (Biotechnology)		0.2	%		5,888		207,140
BeiGene Ltd., ADR* (Biotechnology)		0.6	%		4,257		584,146
Biogen, Inc.* (Biotechnology)		2.6	%		12,567		2,513,400
BioMarin Pharmaceutical, Inc.* (Biotechnology)		1.3	%		15,733		1,182,020
BioNTech SE, ADR* (Biotechnology)		1.3	%		7,535		1,230,918
Blueprint Medicines Corp.* (Biotechnology)		0.3	%		5,063		278,465
CRISPR Therapeutics AG* (Biotechnology)		0.4	%		6,593		382,724
CureVac NV*(b) (Biotechnology)		0.3	%		15,995		300,706
Cytokinetics, Inc.*(b) (Biotechnology)		0.3	%		7,256		289,514
Denali Therapeutics, Inc.* (Biotechnology)		0.3	%		10,504		255,142
Exelixis, Inc.* (Biotechnology)		0.5	%		27,330		500,959
Gilead Sciences, Inc. (Biotechnology)		7.3	%		105,535		6,843,945
Guardant Health, Inc.* (Health Care Providers & Services)		0.4	%		8,708		356,854
Halozyme Therapeutics, Inc.*(b) (Biotechnology)		0.6	%		11,775		541,414
Harmony Biosciences Holdings, Inc.* (Pharmaceuticals)		0.2	%		5,034		219,482
Horizon Therapeutics plc* (Biotechnology)		1.9	%		19,400		1,739,986
Illumina, Inc.* (Life Sciences Tools & Services)		2.6	%		10,601		2,538,727
Incyte Corp.* (Biotechnology)		1.5	%		18,941		1,437,432
Intellia Therapeutics, Inc.* (Biotechnology)		0.3	%		6,384		294,558
Intra-Cellular Therapies, Inc.* (Pharmaceuticals)		0.5	%		7,903		453,632

	Percentage of Net Assets			Shares		Value
Common Stocks (a) (continued)
Ionis Pharmaceuticals, Inc.* (Biotechnology)		0.5	%		12,116	$	442,476
Jazz Pharmaceuticals plc* (Pharmaceuticals)		0.8	%		5,256		786,718
Karuna Therapeutics, Inc.* (Biotechnology)		0.3	%		2,549		265,912
Maravai LifeSciences Holdings, Inc., Class A* (Life Sciences Tools & Services)		0.4	%		11,252		350,500
Medpace Holdings, Inc.* (Life Sciences Tools & Services)		0.5	%		3,012		431,439
Moderna, Inc.* (Biotechnology)		5.3	%		33,920		4,929,594
Neurocrine Biosciences, Inc.* (Biotechnology)		0.8	%		8,144		761,383
Novavax, Inc.*(b) (Biotechnology)		0.4	%		6,465		357,708
Novocure Ltd.*(b) (Health Care Equipment & Supplies)		0.8	%		8,929		717,713
Pacira BioSciences, Inc.* (Pharmaceuticals)		0.3	%		3,835		242,564
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		6.4	%		8,982		5,970,695
Royalty Pharma plc, Class A (Pharmaceuticals)		1.6	%		37,023		1,523,126
Sanofi, ADR (b) (Pharmaceuticals)		1.3	%		23,655		1,259,629
Sarepta Therapeutics, Inc.* (Biotechnology)		0.6	%		7,446		542,218
Seagen, Inc.* (Biotechnology)		2.3	%		15,702		2,130,447
Syneos Health, Inc.* (Life Sciences Tools & Services)		0.7	%		8,912		658,508
Ultragenyx Pharmaceutical, Inc.* (Biotechnology)		0.3	%		5,933		278,258
United Therapeutics Corp.* (Biotechnology)		0.9	%		3,859		888,882
Vertex Pharmaceuticals, Inc.* (Biotechnology)		6.2	%		21,427		5,756,364
Viatris, Inc. (Pharmaceuticals)		1.4	%		103,432		1,269,111
Vir Biotechnology, Inc.* (Biotechnology)		0.3	%		11,313		291,989
Other Common Stocks (b)		14.7	%		1,929,209		13,731,181
Total Common Stocks (Cost $118,471,815)							80,638,998
				No. of Rights
Right — 0.0% (c)
Achillion Pharmaceuticals, Inc., CVR*(d)(e) (Cost $11,641)		0.0	%		25,307		11,641

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA NASDAQ BIOTECHNOLOGY BIB :: 65

	Percentage of Net Assets			Shares		Value
Securities Lending Reinvestments (f) — 2.5%
Investment Companies — 2.5%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $2,366,248)		2.5	%		2,366,248	$	2,366,248
				Principal Amount
Short-Term Investments — 9.3%
Repurchase Agreements (g) — 9.3%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $8,683,637 (Cost $8,683,464)				$	8,683,464		8,683,464
Total Investments — 97.9% (Cost $129,533,168)							91,700,351
Other assets less liabilities — 2.1%							1,984,742
Net Assets — 100.0%						$	93,685,093

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $33,127,644.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $3,413,879, collateralized in the form of cash with a value of $2,366,248 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $1,292,500 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 15, 2022 - May 15, 2052. The total value of collateral is $3,658,748.

(c)  Represents less than 0.05% of net assets.

(d)  Illiquid security.

(e)  Security fair valued as of May 31, 2022 in accordance with procedures approved by the Board of Trustees. Total value of all such securities at May 31, 2022 amounted to $11,641, which represents approximately 0.01% of net assets of the Fund.

(f)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $2,366,248.

(g)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Abbreviations

ADR  American Depositary Receipt

CVR  Contingent Value Rights — No defined expiration

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	3,586,698
Aggregate gross unrealized depreciation		(94,764,936	)
Net unrealized depreciation	$	(91,178,238	)
Federal income tax cost	$	130,490,481

Swap Agreements^a

Ultra Nasdaq Biotechnology had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	16,807,255	5/8/2023	Bank of America NA		0.98	%	NASDAQ Biotechnology Index®		(10,819,012	)		—		10,819,012		—
	13,612,058	11/6/2023	BNP Paribas SA		1.13	%	NASDAQ Biotechnology Index®		(119,111	)		119,111		—		—
	16,766,433	4/10/2023	Citibank NA		0.98	%	NASDAQ Biotechnology Index®		(11,346,311	)		—		11,346,311		—
	18,878,010	3/7/2023	Goldman Sachs International		1.43	%	NASDAQ Biotechnology Index®		(10,086,401	)		2,108,500		7,977,901		—

See accompanying notes to the financial statements.

66 :: BIB ULTRA NASDAQ BIOTECHNOLOGY :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	3,733,296	11/7/2022	Morgan Stanley & Co. International plc		1.28	%	NASDAQ Biotechnology Index®		(1,476,525	)		329,744		1,146,781		—
	24,823,080	3/7/2023	Societe Generale		1.18	%	NASDAQ Biotechnology Index®		(9,083,315	)		—		9,083,315		—
	12,662,034	3/7/2023	UBS AG		0.83	%	NASDAQ Biotechnology Index®		(9,457,433	)		—		9,457,433		—
	107,282,166								(52,388,108	)
							Total Unrealized Depreciation		(52,388,108	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Ultra Nasdaq Biotechnology invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Biotechnology	67.7	%
Health Care Equipment & Supplies	0.8	%
Health Care Providers & Services	0.6	%
Life Sciences Tools & Services	5.1	%
Pharmaceuticals	11.9	%
Othera	13.9	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA NASDAQ BIOTECHNOLOGY BIB :: 67

Investments	Shares		Value
Common Stocks (a) — 86.2%
Communications Equipment — 5.0%
Arista Networks, Inc.*		543	$	55,538
Cisco Systems, Inc.		798		35,950
				91,488
Diversified Telecommunication Services — 3.6%
Lumen Technologies, Inc.		5,369		65,716
Health Care Technology — 0.5%
Veeva Systems, Inc., Class A*		49		8,343
Interactive Media & Services — 3.0%
Alphabet, Inc., Class A*		24		54,606
Internet & Direct Marketing Retail — 6.2%
Alibaba Group Holding Ltd., ADR*		634		60,896
Amazon.com, Inc.*		22		52,892
				113,788
IT Services — 18.8%
Akamai Technologies, Inc.*		411		41,528
Cloudflare, Inc., Class A*		382		21,392
DigitalOcean Holdings, Inc.*		1,125		54,956
Fastly, Inc., Class A*		1,793		23,399
International Business Machines Corp.		272		37,765
MongoDB, Inc.*		145		34,387
Rackspace Technology, Inc.*		5,992		55,306
Shopify, Inc., Class A*		48		18,006
Snowflake, Inc., Class A*		42		5,361
Squarespace, Inc., Class A*		377		7,762
Toast, Inc., Class A*		543		8,818
Twilio, Inc., Class A*		190		19,982
Wix.com Ltd.*		242		15,248
				343,910
Software — 42.3%
Adobe, Inc.*		71		29,570
Anaplan, Inc.*		236		15,482
Appfolio, Inc., Class A*		98		9,818
Appian Corp.*		365		17,436
AppLovin Corp., Class A*		575		21,913
Asana, Inc., Class A*		204		4,435
Atlassian Corp. plc, Class A*		109		19,328
Avalara, Inc.*		108		9,144
Blackbaud, Inc.*		178		11,330
Blackline, Inc.*		148		10,837
Box, Inc., Class A*		435		11,358
Confluent, Inc., Class A*		781		16,502
Couchbase, Inc.*		529		7,501
Coupa Software, Inc.*		91		6,260

Investments	Shares		Value
Common Stocks (a) (continued)
Crowdstrike Holdings, Inc., Class A*		56	$	8,959
Datadog, Inc., Class A*		69		6,582
DocuSign, Inc.*		94		7,887
Domo, Inc., Class B*		501		15,972
Dropbox, Inc., Class A*		492		10,253
Elastic NV*		129		7,953
Everbridge, Inc.*		282		11,649
HubSpot, Inc.*		63		21,274
Intuit, Inc.		23		9,533
Microsoft Corp.		223		60,627
MicroStrategy, Inc., Class A*		75		19,852
Open Text Corp.		257		10,540
Oracle Corp.		878		63,146
Palo Alto Networks, Inc.*		19		9,553
Paycom Software, Inc.*		33		9,383
Paylocity Holding Corp.*		53		9,268
Q2 Holdings, Inc.*		172		9,070
Qualtrics International, Inc., Class A*		368		5,226
Qualys, Inc.*		89		11,630
RingCentral, Inc., Class A*		255		16,101
Salesforce, Inc.*		158		25,318
SAP SE, ADR		197		19,668
ServiceNow, Inc.*		57		26,646
Smartsheet, Inc., Class A*		210		7,486
Splunk, Inc.*		282		28,922
Sprout Social, Inc., Class A*		172		8,760
Trade Desk, Inc. (The), Class A*		131		6,818
VMware, Inc., Class A		568		72,761
Workday, Inc., Class A*		49		7,659
Workiva, Inc.*		316		23,071
Zendesk, Inc.*		96		8,779
Zoom Video Communications, Inc., Class A*		84		9,026
Zscaler, Inc.*		46		7,042
Zuora, Inc., Class A*		734		7,443
				774,771
Technology Hardware, Storage & Peripherals — 6.8%
Hewlett Packard Enterprise Co.		2,097		32,713
NetApp, Inc.		426		30,651
Pure Storage, Inc., Class A*		2,572		61,033
				124,397
Total Common Stocks (Cost $2,035,310)				1,577,019

See accompanying notes to the financial statements.

68 :: SKYU ULTRA NASDAQ CLOUD COMPUTING :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 17.1%
Repurchase Agreements (b) — 17.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $312,768 (Cost $312,760)	$	312,760	$	312,760
Total Investments — 103.3% (Cost $2,348,070)				1,889,779
Liabilities in excess of other assets — (3.3%)				(59,811	)
Net Assets — 100.0%			$	1,829,968

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $344,372.

(b)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Abbreviations

ADR  American Depositary Receipt

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	39,859
Aggregate gross unrealized depreciation		(1,819,356	)
Net unrealized depreciation	$	(1,779,497	)
Federal income tax cost	$	2,458,328

Swap Agreements^a

Ultra Nasdaq Cloud Computing had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	747,503	11/7/2022	Bank of America NA		0.93	%	ISE Cloud Computing Index		(129,121	)		—		129,121		—
	517,082	11/6/2023	BNP Paribas SA		1.28	%	ISE Cloud Computing Index		(307,419	)		—		215,000		(92,419	)
	367,112	3/7/2023	Goldman Sachs International		1.43	%	ISE Cloud Computing Index		(325,269	)		14,828		310,441		—
	461,624	11/7/2022	UBS AG		1.38	%	ISE Cloud Computing Index		(449,139	)		—		415,000		(34,139	)
	2,093,321								(1,210,948	)
							Total Unrealized Depreciation		(1,210,948	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA NASDAQ CLOUD COMPUTING SKYU :: 69

Investments	Shares		Value
Exchange Traded Funds — 9.1%
First Trust NASDAQ Cybersecurity ETF (Cost $244,592)		4,974	$	210,848
	Principal Amount
Short-Term Investments — 32.2%
Repurchase Agreements (a) — 32.2%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $752,276 (Cost $752,261)	$	752,261		752,261
Total Investments — 41.3% (Cost $996,853)				963,109
Other assets less liabilities — 58.7%				1,370,040
Net Assets — 100.0%			$	2,333,149

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(1,520,899	)
Net unrealized depreciation	$	(1,520,899	)
Federal income tax cost	$	996,853

Swap Agreements^a

Ultra Nasdaq Cybersecurity had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	1,960,820	11/7/2022	Bank of America NA		1.08	%	First Trust Nasdaq Cybersecurity ETF		(131,587	)		—		131,587		—
	843,707	11/6/2023	BNP Paribas SA		1.33	%	First Trust Nasdaq Cybersecurity ETF		(403,155	)		—		403,155		—
	1,396,156	3/7/2023	Goldman Sachs International		1.43	%	First Trust Nasdaq Cybersecurity ETF		(637,442	)		—		637,442		—
	270,588	11/7/2022	UBS AG		1.33	%	First Trust Nasdaq Cybersecurity ETF		(314,971	)		—		314,971		—
	4,471,271								(1,487,155	)
							Total Unrealized Depreciation		(1,487,155	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

70 :: UCYB ULTRA NASDAQ CYBERSECURITY :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks (a) — 47.8%
Electric Utilities — 0.2%
OGE Energy Corp.		11,488	$	474,454
Electrical Equipment — 0.3%
Plug Power, Inc.*(b)		29,767		550,094
Energy Equipment & Services — 3.8%
Baker Hughes Co.		51,975		1,870,061
Halliburton Co.		51,565		2,088,382
NOV, Inc.		22,534		450,680
Schlumberger NV		80,535		3,701,389
TechnipFMC plc*		24,313		200,339
				8,310,851
Oil, Gas & Consumable Fuels — 43.3%
APA Corp.		20,849		980,111
Cheniere Energy, Inc.		13,531		1,850,635
Chevron Corp.		110,619		19,320,715
ConocoPhillips		74,729		8,396,550
Continental Resources, Inc.		3,358		228,579
Coterra Energy, Inc. (b)		46,689		1,602,833
Devon Energy Corp.		36,130		2,706,137
Diamondback Energy, Inc.		9,772		1,485,539
DT Midstream, Inc.		5,551		322,513
EOG Resources, Inc.		33,577		4,598,706
EQT Corp.		17,262		823,743
Equitrans Midstream Corp.		23,332		183,623
Exxon Mobil Corp.		242,944		23,322,624
Hess Corp.		15,820		1,946,967
HF Sinclair Corp.		8,581		421,327
Kinder Morgan, Inc.		111,904		2,203,390
Marathon Oil Corp.		44,678		1,404,230
Marathon Petroleum Corp.		33,226		3,382,075
New Fortress Energy, Inc.		2,376		110,698
Occidental Petroleum Corp.		50,917		3,529,057
ONEOK, Inc.		25,590		1,685,102
Ovintiv, Inc.		14,984		838,954
Phillips 66		26,846		2,706,345
Pioneer Natural Resources Co.		13,029		3,621,280
Targa Resources Corp.		13,140		946,343
Texas Pacific Land Corp.		353		552,794
Valero Energy Corp.		23,461		3,040,546
Williams Cos., Inc. (The)		69,725		2,584,009
				94,795,425
Semiconductors & Semiconductor Equipment — 0.2%
First Solar, Inc.*		5,674		400,641
Total Common Stocks (Cost $70,495,008)				104,531,465

Investments	Shares		Value
Securities Lending Reinvestments (c) — 0.1%
Investment Companies — 0.1%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $242,444)		242,444	$	242,444
	Principal Amount
Short-Term Investments — 0.3%
Repurchase Agreements (d) — 0.3%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $694,312 (Cost $694,298)	$	694,298		694,298
Total Investments — 48.2% (Cost $71,431,750)				105,468,207
Other assets less liabilities — 51.8%				113,233,124
Net Assets — 100.0%			$	218,701,331

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $37,641,752.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $1,517,994, collateralized in the form of cash with a value of $242,444 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $1,441,539 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 15, 2022 - February 15, 2051. The total value of collateral is $1,683,983.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $242,444.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	132,063,007
Aggregate gross unrealized depreciation		(756,850	)
Net unrealized appreciation	$	131,306,157
Federal income tax cost	$	72,399,619

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA OIL & GAS DIG :: 71

Swap Agreements^a

Ultra Oil & Gas had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciationd ($)		Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	36,919,395	5/8/2023	Bank of America NA		1.13	%	Dow Jones U.S. Oil & GasSM Index		13,217,766		(13,217,766	)		—			—
	43,225,697	11/6/2023	BNP Paribas SA		1.33	%	Dow Jones U.S. Oil & GasSM Index		754,605		(754,605	)		—			—
	21,296,963	11/6/2023	Citibank NA		1.13	%	Dow Jones U.S. Oil & GasSM Index		17,063,805		—			(17,063,805	)		—
	35,474,022	3/7/2023	Goldman Sachs International		1.43	%	Dow Jones U.S. Oil & GasSM Index		7,648,810		(7,644,760	)		(4,050	)		—
	9,941,483	11/7/2022	Morgan Stanley & Co. International plc		1.43	%	Dow Jones U.S. Oil & GasSM Index		7,342,783		—			(7,342,783	)		—
	51,400,217	3/7/2023	Societe Generale		1.38	%	Dow Jones U.S. Oil & GasSM Index		13,502,619		(13,488,744	)		(13,875	)		—
	134,593,640	3/7/2023	UBS AG		0.83	%	Dow Jones U.S. Oil & GasSM Index		38,707,181		(16,087,181	)		(22,620,000	)		—
	332,851,417								98,237,569
							Total Unrealized Appreciation		98,237,569

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

72 :: DIG ULTRA OIL & GAS :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks (a) — 85.4%
Automobiles — 3.7%
Lucid Group, Inc.*(b)		444,143	$	8,962,806
Tesla, Inc.*		167,390		126,925,141
				135,887,947
Beverages — 2.4%
Keurig Dr Pepper, Inc.		380,919		13,233,126
Monster Beverage Corp.*		142,231		12,675,627
PepsiCo, Inc.		371,635		62,341,771
				88,250,524
Biotechnology — 3.5%
Amgen, Inc.		149,618		38,412,925
Biogen, Inc.*		39,467		7,893,400
Gilead Sciences, Inc.		336,740		21,837,589
Moderna, Inc.*		108,235		15,729,793
Regeneron Pharmaceuticals, Inc.*		28,652		19,046,130
Seagen, Inc.*		49,338		6,694,180
Vertex Pharmaceuticals, Inc.*		68,398		18,375,123
				127,989,140
Commercial Services & Supplies — 0.5%
Cintas Corp.		27,892		11,110,221
Copart, Inc.*		63,738		7,299,913
				18,410,134
Communications Equipment — 1.4%
Cisco Systems, Inc.		1,116,068		50,278,863
Electric Utilities — 1.2%
American Electric Power Co., Inc.		135,442		13,819,147
Constellation Energy Corp.		87,722		5,445,760
Exelon Corp.		263,331		12,942,719
Xcel Energy, Inc.		146,168		11,012,297
				43,219,923
Entertainment — 1.5%
Activision Blizzard, Inc.		209,369		16,305,658
Electronic Arts, Inc.		75,518		10,470,571
NetEase, Inc., ADR		56,282		5,838,132
Netflix, Inc.*		119,296		23,553,802
				56,168,163
Food & Staples Retailing — 1.8%
Costco Wholesale Corp.		119,141		55,545,917
Walgreens Boots Alliance, Inc.		231,931		10,165,536
				65,711,453

Investments	Shares		Value
Common Stocks (a) (continued)
Food Products — 1.0%
Kraft Heinz Co. (The)		328,734	$	12,436,007
Mondelez International, Inc., Class A		372,946		23,704,448
				36,140,455
Health Care Equipment & Supplies — 1.2%
Align Technology, Inc.*		21,161		5,875,140
Dexcom, Inc.*		26,048		7,760,741
IDEXX Laboratories, Inc.*		22,632		8,863,144
Intuitive Surgical, Inc.*		96,108		21,878,025
				44,377,050
Hotels, Restaurants & Leisure — 2.1%
Airbnb, Inc., Class A*		99,682		12,048,564
Booking Holdings, Inc.*		11,022		24,728,518
Marriott International, Inc., Class A		87,685		15,044,992
Starbucks Corp.		309,009		24,257,207
				76,079,281
Industrial Conglomerates — 1.0%
Honeywell International, Inc.		184,281		35,680,487
Interactive Media & Services — 9.5%
Alphabet, Inc., Class A*		48,669		110,733,656
Alphabet, Inc., Class C*		51,094		116,534,173
Baidu, Inc., ADR*		64,947		9,115,312
Match Group, Inc.*		76,585		6,033,366
Meta Platforms, Inc., Class A*		559,958		108,430,267
				350,846,774
Internet & Direct Marketing Retail — 6.3%
Amazon.com, Inc.*		82,376		198,047,555
eBay, Inc.		157,891		7,684,555
JD.com, Inc., ADR		160,294		8,995,699
MercadoLibre, Inc.*		13,562		10,658,105
Pinduoduo, Inc., ADR*		118,745		5,978,811
				231,364,725
IT Services — 2.7%
Automatic Data Processing, Inc.		112,848		25,158,333
Cognizant Technology Solutions Corp., Class A		140,941		10,528,293
Fiserv, Inc.*		175,134		17,544,924
Okta, Inc.*		39,928		3,316,020
Paychex, Inc.		96,884		11,997,146
PayPal Holdings, Inc.*		312,892		26,661,527
VeriSign, Inc.*		29,580		5,163,189
				100,369,432

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA QQQ QLD :: 73

Investments	Shares		Value
Common Stocks (a) (continued)
Life Sciences Tools & Services — 0.3%
Illumina, Inc.*		42,198	$	10,105,577
Machinery — 0.2%
PACCAR, Inc.		93,351		8,106,601
Media — 2.3%
Charter Communications, Inc., Class A*		46,390		23,516,483
Comcast Corp., Class A		1,215,219		53,809,897
Sirius XM Holdings, Inc. (b)		1,060,693		6,788,435
				84,114,815
Multiline Retail — 0.3%
Dollar Tree, Inc.*		60,473		9,695,636
Pharmaceuticals — 0.3%
AstraZeneca plc, ADR		153,239		10,187,329
Professional Services — 0.2%
Verisk Analytics, Inc.		43,333		7,579,808
Road & Rail — 0.7%
CSX Corp.		589,238		18,731,876
Old Dominion Freight Line, Inc.		30,825		7,960,248
				26,692,124
Semiconductors & Semiconductor Equipment — 13.9%
Advanced Micro Devices, Inc.*		437,205		44,533,701
Analog Devices, Inc.		140,621		23,680,576
Applied Materials, Inc.		237,320		27,835,263
ASML Holding NV, NYRS		22,245		12,819,571
Broadcom, Inc.		110,026		63,829,383
Intel Corp.		1,093,977		48,594,458
KLA Corp.		40,486		14,771,317
Lam Research Corp.		37,463		19,481,884
Marvell Technology, Inc.		226,670		13,407,531
Microchip Technology, Inc.		149,386		10,852,893
Micron Technology, Inc.		300,837		22,213,804
NVIDIA Corp.		569,280		106,295,962
NXP Semiconductors NV		70,532		13,384,152
QUALCOMM, Inc.		302,791		43,365,727
Skyworks Solutions, Inc.		44,043		4,794,962
Texas Instruments, Inc.		248,121		43,857,868
				513,719,052

Investments	Shares		Value
Common Stocks (a) (continued)
Software — 14.5%
Adobe, Inc.*		126,822	$	52,818,827
ANSYS, Inc.*		23,397		6,091,643
Atlassian Corp. plc, Class A*		37,889		6,718,477
Autodesk, Inc.*		59,123		12,282,803
Cadence Design Systems, Inc.*		74,491		11,451,501
Crowdstrike Holdings, Inc., Class A*		55,886		8,941,201
Datadog, Inc., Class A*		71,061		6,778,509
DocuSign, Inc.*		53,207		4,464,599
Fortinet, Inc.*		43,196		12,705,671
Intuit, Inc.		76,117		31,547,452
Microsoft Corp.		1,213,978		330,044,199
Palo Alto Networks, Inc.*		26,464		13,305,570
Splunk, Inc.*(b)		42,602		4,369,261
Synopsys, Inc.*		41,158		13,137,634
Workday, Inc., Class A*		52,631		8,226,225
Zoom Video Communications, Inc., Class A*		65,070		6,991,772
Zscaler, Inc.*		37,686		5,769,350
				535,644,694
Specialty Retail — 0.5%
O'Reilly Automotive, Inc.*		17,868		11,384,953
Ross Stores, Inc.		94,935		8,071,374
				19,456,327
Technology Hardware, Storage & Peripherals — 10.7%
Apple, Inc.		2,642,540		393,315,654
Textiles, Apparel & Luxury Goods — 0.3%
Lululemon Athletica, Inc.*		33,131		9,697,112
Trading Companies & Distributors — 0.2%
Fastenal Co.		154,609		8,280,858
Wireless Telecommunication Services — 1.2%
T-Mobile US, Inc.*		335,672		44,741,721
Total Common Stocks (Cost $3,690,450,664)				3,142,111,659
Securities Lending Reinvestments (c) — 0.4%
Investment Companies — 0.4%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $13,789,342)		13,789,342		13,789,342

See accompanying notes to the financial statements.

74 :: QLD ULTRA QQQ :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 30.4%
Repurchase Agreements (d) — 6.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $224,180,215 (Cost $224,175,700)	$	224,175,700	$	224,175,700
U.S. Treasury Obligations — 24.3%
U.S. Treasury Bills
0.28%, 6/2/2022 (e)		245,000,000		244,996,494
0.51%, 6/21/2022 (e)		75,000,000		74,975,417
0.64%, 6/30/2022 (e)		75,000,000		74,958,916
0.07%, 7/14/2022 (e)		400,000,000		399,604,560
0.74%, 8/18/2022 (e)		100,000,000		99,773,854
Total U.S. Treasury Obligations (Cost $894,746,826)				894,309,241
Total Short-Term Investments (Cost $1,118,922,526)				1,118,484,941
Total Investments — 116.2% (Cost $4,823,162,532)				4,274,385,942
Liabilities in excess of other assets — (16.2%)				(595,061,809	)
Net Assets — 100.0%			$	3,679,324,133

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $1,914,125,704.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $18,465,573, collateralized in the form of cash with a value of $13,789,342 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $5,355,903 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 15, 2022 - February 15, 2051. The total value of collateral is $19,145,245.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $13,789,342.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(e)  The rate shown was the current yield as of May 31, 2022.

Abbreviations

ADR  American Depositary Receipt

NYRS  New York Registry Shares

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	156,309,944
Aggregate gross unrealized depreciation		(1,625,262,070	)
Net unrealized depreciation	$	(1,468,952,126	)
Federal income tax cost	$	4,842,567,071

Futures Contracts Purchased

Ultra QQQ had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Depreciation
NASDAQ 100 E-Mini Index		1,526	6/17/2022	USD	$	385,971,180	$	(9,618,580	)

Swap Agreements^a

Ultra QQQ had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	119,783,897	11/6/2023	Bank of America NA		1.43	%	NASDAQ-100 Index®		(60,930,713	)		37,330,572		23,600,141		—
	256,166,872	11/6/2023	Barclays Capital		1.43	%	NASDAQ-100 Index®		(56,144	)		—		—		(56,144	)
	313,701,069	5/8/2023	BNP Paribas SA		1.48	%	NASDAQ-100 Index®		(194,143,428	)		164,463,887		29,679,541		—

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA QQQ QLD :: 75

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	154,435,894	4/10/2023	Citibank NA		1.49	%	NASDAQ-100 Index®		(119,050,423	)		117,132,075			1,918,348			—
	494,141,763	4/10/2023	Credit Suisse International		1.43	%	NASDAQ-100 Index®		(144,903,909	)		105,526,610			39,377,299			—
	326,646,580	4/8/2024	Goldman Sachs International		1.43	%	NASDAQ-100 Index®		12,988,181
	421,176,785	3/7/2023	Goldman Sachs International		1.23	%	PowerShares QQQ TrustSM, Series 1		(134,900,749	)
	747,823,365								(121,912,568	)		40,478,813			81,433,755			—
	318,821,120	5/8/2023	J.P. Morgan Securities		1.23	%	NASDAQ-100 Index®		(164,363,654	)		152,585,061			11,778,593			—
	111,288,406	11/7/2022	Morgan Stanley & Co. International plc		1.38	%	NASDAQ-100 Index®		(30,834,972	)
	155,683,539	11/7/2022	Morgan Stanley & Co. International plc		1.38	%	PowerShares QQQ TrustSM, Series 1		54,103,235
	266,971,945								23,268,263			—			(23,268,263	)		—
	492,624,711	4/10/2023	Societe Generale		1.68	%	NASDAQ-100 Index®		21,565,140			(21,565,140	)		—			—
	666,188,102	3/7/2023	UBS AG		1.63	%	NASDAQ-100 Index®		(130,624,981	)		130,607,996			16,985			—
	3,830,658,738								(891,152,417	)
							Total Unrealized Appreciation		88,656,556
							Total Unrealized Depreciation		(979,808,973	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

76 :: QLD ULTRA QQQ :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks (a) — 90.6%
Equity Real Estate Investment Trusts (REITs) — 83.2%
Alexandria Real Estate Equities, Inc.		9,798	$	1,625,978
American Campus Communities, Inc.		9,364		608,660
American Homes 4 Rent, Class A		19,881		734,802
American Tower Corp.		30,641		7,848,078
Americold Realty Trust, Inc. (b)		17,952		497,091
Apartment Income REIT Corp.		10,573		474,305
AvalonBay Communities, Inc.		9,408		1,956,488
Boston Properties, Inc.		9,566		1,063,548
Brixmor Property Group, Inc.		20,052		488,868
Camden Property Trust		6,878		986,924
Corporate Office Properties Trust		7,558		208,903
Cousins Properties, Inc. (b)		10,006		345,707
Crown Castle International Corp.		29,096		5,518,056
CubeSmart		14,725		655,704
Digital Realty Trust, Inc.		19,098		2,665,890
Douglas Emmett, Inc.		11,809		333,840
Duke Realty Corp.		25,634		1,354,244
EastGroup Properties, Inc.		2,737		442,162
Equinix, Inc.		6,071		4,171,323
Equity Commonwealth*		7,611		207,400
Equity LifeStyle Properties, Inc.		11,618		879,483
Equity Residential		23,002		1,767,244
Essex Property Trust, Inc.		4,391		1,246,385
Extra Space Storage, Inc.		9,010		1,605,582
Federal Realty Investment Trust		4,763		547,602
First Industrial Realty Trust, Inc.		8,772		466,232
Gaming and Leisure Properties, Inc.		15,805		739,990
Healthcare Realty Trust, Inc. (b)		9,930		288,665
Healthcare Trust of America, Inc., Class A		14,861		446,573
Healthpeak Properties, Inc.		36,302		1,077,806
Highwoods Properties, Inc.		7,058		277,309
Host Hotels & Resorts, Inc.		48,062		960,759
Hudson Pacific Properties, Inc.		10,261		204,296
Invitation Homes, Inc.		40,158		1,514,760
Iron Mountain, Inc.		19,484		1,050,188
JBG SMITH Properties		7,682		198,272
Kilroy Realty Corp.		7,073		429,331
Kimco Realty Corp.		41,516		981,853
Lamar Advertising Co., Class A		5,847		572,714
Life Storage, Inc.		5,519		644,398
LXP Industrial Trust (b)		19,026		219,941
Medical Properties Trust, Inc.		40,172		746,396
Mid-America Apartment Communities, Inc. (b)		7,761		1,404,741
National Health Investors, Inc.		3,085		182,478
National Retail Properties, Inc.		11,819		523,582
National Storage Affiliates Trust		5,514		289,209
Omega Healthcare Investors, Inc.		16,078		478,642
Orion Office REIT, Inc.		3,812		50,811

Investments	Shares		Value
Common Stocks (a) (continued)
Physicians Realty Trust		14,823	$	274,967
PotlatchDeltic Corp.		4,647		243,782
Prologis, Inc.		49,800		6,348,504
PS Business Parks, Inc.		1,354		254,051
Public Storage		10,266		3,394,350
Rayonier, Inc.		9,782		403,214
Realty Income Corp.		38,071		2,597,204
Regency Centers Corp.		10,374		707,611
Rexford Industrial Realty, Inc.		10,783		688,710
Sabra Health Care REIT, Inc.		15,388		216,048
SBA Communications Corp.		7,323		2,464,995
Simon Property Group, Inc.		22,112		2,535,141
SL Green Realty Corp.		4,315		266,538
Spirit Realty Capital, Inc.		8,594		360,862
STAG Industrial, Inc.		11,860		394,938
STORE Capital Corp.		16,509		455,483
Sun Communities, Inc.		7,803		1,280,706
UDR, Inc.		20,136		962,501
Ventas, Inc.		26,876		1,524,944
VICI Properties, Inc.		56,494		1,742,840
Vornado Realty Trust		10,703		374,177
Welltower, Inc.		29,324		2,612,475
Weyerhaeuser Co.		50,288		1,987,382
WP Carey, Inc.		12,828		1,079,348
				85,153,984
Mortgage Real Estate Investment Trusts (REITs) — 2.3%
AGNC Investment Corp.		35,140		429,762
Annaly Capital Management, Inc.		104,922		693,535
Blackstone Mortgage Trust, Inc., Class A		11,347		353,005
New Residential Investment Corp.		31,410		354,933
Starwood Property Trust, Inc.		20,503		489,817
				2,321,052
Professional Services — 1.6%
CoStar Group, Inc.*		26,577		1,619,602
Real Estate Management & Development — 3.5%
CBRE Group, Inc., Class A*		22,520		1,865,557
Compass, Inc., Class A*(b)		1,914		11,216
Howard Hughes Corp. (The)*		2,782		234,050
Jones Lang LaSalle, Inc.*		3,395		669,901
Opendoor Technologies, Inc.*(b)		26,177		189,260
Redfin Corp.*(b)		7,101		69,590
Zillow Group, Inc., Class A*		2,485		99,300
Zillow Group, Inc., Class C*(b)		11,192		446,561
				3,585,435
Total Common Stocks (Cost $99,985,486)				92,680,073

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA REAL ESTATE URE :: 77

Investments	Shares		Value
Securities Lending Reinvestments (c) — 0.1%
Investment Companies — 0.1%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $98,319)		98,319	$	98,319
	Principal Amount
Short-Term Investments — 14.9%
Repurchase Agreements (d) — 14.9%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $15,273,939 (Cost $15,273,632)	$	15,273,632		15,273,632
Total Investments — 105.6% (Cost $115,357,437)				108,052,024
Liabilities in excess of other assets — (5.6%)				(5,738,585	)
Net Assets — 100.0%			$	102,313,439

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $44,079,983.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $1,316,000, collateralized in the form of cash with a value of $98,319 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $1,295,705 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.75%, and maturity dates ranging from June 15, 2022 - November 15, 2051. The total value of collateral is $1,394,024.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $98,319.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	2,692,740
Aggregate gross unrealized depreciation		(23,525,921	)
Net unrealized depreciation	$	(20,833,181	)
Federal income tax cost	$	115,462,409

Swap Agreements^a

Ultra Real Estate had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	11,246,795	5/8/2023	Bank of America NA		1.78	%	Dow Jones U.S. Real EstateSM Index		(1,678,906	)		1,246,073		432,833			—
	27,222,974	5/8/2023	BNP Paribas SA		1.43	%	Dow Jones U.S. Real EstateSM Index		(4,115,741	)		3,967,180		148,561			—
	10,823,792	11/7/2022	Citibank NA		1.53	%	Dow Jones U.S. Real EstateSM Index		(466,746	)		—		466,746			—
	25,972,474	3/7/2023	Goldman Sachs International		1.43	%	Dow Jones U.S. Real EstateSM Index		(3,129,344	)		765,052		2,364,292			—
	197,042	11/7/2022	Morgan Stanley & Co. International plc		1.43	%	Dow Jones U.S. Real EstateSM Index		38,372			—		(38,372	)		—
	6,439,906	3/7/2023	Societe Generale		1.53	%	Dow Jones U.S. Real EstateSM Index		(3,463,308	)		579,373		2,883,935			—
	30,529,494	3/7/2023	UBS AG		1.18	%	Dow Jones U.S. Real EstateSM Index		(607,123	)		516,295		90,828			—
	112,432,477								(13,422,796	)
							Total Unrealized Appreciation		38,372
							Total Unrealized Depreciation		(13,461,168	)

See accompanying notes to the financial statements.

78 :: URE ULTRA REAL ESTATE :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA REAL ESTATE URE :: 79

	Percentage of Net Assets			Shares		Value
Common Stocks (a) — 71.1%
AMC Entertainment Holdings, Inc., Class A*(b) (Entertainment)		0.2	%		27,364	$	392,400
Antero Resources Corp.* (Oil, Gas & Consumable Fuels)		0.4	%		15,172		650,575
Avis Budget Group, Inc.* (Road & Rail)		0.2	%		2,188		416,333
Biohaven Pharmaceutical Holding Co. Ltd.* (Biotechnology)		0.2	%		2,946		423,429
BJ's Wholesale Club Holdings, Inc.* (Food & Staples Retailing)		0.2	%		7,263		420,310
Chart Industries, Inc.* (Machinery)		0.2	%		1,936		340,504
Chesapeake Energy Corp. (Oil, Gas & Consumable Fuels)		0.3	%		5,570		542,407
CMC Materials, Inc. (Semiconductors & Semiconductor Equipment)		0.1	%		1,503		265,941
EastGroup Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		0.2	%		2,148		347,009
EMCOR Group, Inc. (Construction & Engineering)		0.2	%		2,826		298,510
First Financial Bankshares, Inc. (b) (Banks)		0.2	%		6,892		284,226
Glacier Bancorp, Inc. (Banks)		0.2	%		5,846		283,005
Halozyme Therapeutics, Inc.* (Biotechnology)		0.2	%		7,336		337,309
HealthEquity, Inc.* (Health Care Providers & Services)		0.1	%		4,332		271,097
Helmerich & Payne, Inc. (Energy Equipment & Services)		0.1	%		5,466		275,213
II-VI, Inc.*(b) (Electronic Equipment, Instruments & Components)		0.2	%		5,622		351,375
Independence Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		0.2	%		11,729		275,749
KBR, Inc. (Professional Services)		0.2	%		7,498		373,100
Lattice Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		0.2	%		7,191		374,076
LHC Group, Inc.* (Health Care Providers & Services)		0.1	%		1,623		270,489
Light & Wonder, Inc.* (Hotels, Restaurants & Leisure)		0.1	%		5,106		269,597
Livent Corp.*(b) (Chemicals)		0.1	%		8,586		272,949
Macy's, Inc. (Multiline Retail)		0.2	%		15,989		378,140

	Percentage of Net Assets			Shares		Value
Common Stocks (a) (continued)
Matador Resources Co. (Oil, Gas & Consumable Fuels)		0.2	%		5,868	$	357,361
Murphy Oil Corp. (Oil, Gas & Consumable Fuels)		0.2	%		7,770		329,603
Murphy USA, Inc. (Specialty Retail)		0.2	%		1,240		308,909
Ovintiv, Inc. (Oil, Gas & Consumable Fuels)		0.4	%		13,893		777,869
PDC Energy, Inc. (Oil, Gas & Consumable Fuels)		0.2	%		5,166		408,837
Performance Food Group Co.* (Food & Staples Retailing)		0.2	%		8,045		348,670
Power Integrations, Inc. (Semiconductors & Semiconductor Equipment)		0.1	%		3,124		263,603
Range Resources Corp.* (Oil, Gas & Consumable Fuels)		0.2	%		12,683		430,588
RBC Bearings, Inc.*(b) (Machinery)		0.2	%		1,489		277,535
Rogers Corp.* (Electronic Equipment, Instruments & Components)		0.1	%		995		264,053
Saia, Inc.* (Road & Rail)		0.2	%		1,410		278,602
Sailpoint Technologies Holdings, Inc.* (Software)		0.2	%		4,846		307,430
Shockwave Medical, Inc.* (Health Care Equipment & Supplies)		0.2	%		1,785		293,115
Silicon Laboratories, Inc.* (Semiconductors & Semiconductor Equipment)		0.2	%		2,016		300,707
SM Energy Co. (Oil, Gas & Consumable Fuels)		0.2	%		6,365		307,239
SouthState Corp. (Banks)		0.2	%		4,091		330,635
Southwest Gas Holdings, Inc. (Gas Utilities)		0.2	%		3,497		325,676
Southwestern Energy Co.* (Oil, Gas & Consumable Fuels)		0.3	%		53,877		491,358
STAG Industrial, Inc. (Equity Real Estate Investment Trusts (REITs))		0.2	%		9,508		316,616
Synaptics, Inc.* (Semiconductors & Semiconductor Equipment)		0.2	%		2,098		310,756
Tenet Healthcare Corp.* (Health Care Providers & Services)		0.2	%		5,636		364,706
Tetra Tech, Inc. (Commercial Services & Supplies)		0.2	%		2,866		386,824
Texas Roadhouse, Inc. (Hotels, Restaurants & Leisure)		0.2	%		3,710		289,269
United Bankshares, Inc. (Banks)		0.1	%		6,995		262,732

See accompanying notes to the financial statements.

80 :: UWM ULTRA RUSSELL2000 :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

	Percentage of Net Assets			Shares		Value
Common Stocks (a) (continued)
Valley National Bancorp (Banks)		0.1	%		21,241	$	269,973
WESCO International, Inc.* (Trading Companies & Distributors)		0.2	%		2,366		297,122
WillScot Mobile Mini Holdings Corp.* (Construction & Engineering)		0.2	%		11,060		395,174
Other Common Stocks (b)		61.5	%		5,618,486		111,784,530
Total Common Stocks (Cost $178,669,262)							129,193,235
				No. of Rights
Rights — 0.0% (c)
ANI Pharmaceuticals, Inc., CVR, expiring 12/31/50*(d)(e)		0.0	%		2		—
Contra Aduro Biotech I, CVR*(d)(e)		0.0	%		687		—
Contraf-Nicotex-Tobacco GmbH*(d)(e)		0.0	%		2,444		1,222
Oncternal Therapeutics, Inc., CVR*(d)(e)		0.0	%		42		—
Tobira Therapeutics, Inc., CVR*(d)(e)		0.0	%		756		—
Zogenix, Inc., CVR*(d)(e)		0.0	%		4,182		2,844
Total Rights (Cost $1,951)							4,066
				Shares
Securities Lending Reinvestments (f) — 1.8%
Investment Companies — 1.8%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $3,360,840)		1.8	%		3,360,840		3,360,840
				Principal Amount
Short-Term Investments — 36.6%
Repurchase Agreements (g) — 36.6%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $66,533,171 (Cost $66,531,831)				$	66,531,831		66,531,831
Total Investments — 109.5% (Cost $248,563,884)							199,089,972
Liabilities in excess of other assets — (9.5%)							(17,319,873	)
Net Assets — 100.0%						$	181,770,099

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $61,666,940.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $5,200,000, collateralized in the form of cash with a value of $3,360,840 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $2,143,985 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 4.63%, and maturity dates ranging from June 15, 2022 - February 15, 2051. The total value of collateral is $5,504,825.

(c)  Represents less than 0.05% of net assets.

(d)  Illiquid security.

(e)  Security fair valued as of May 31, 2022 in accordance with procedures approved by the Board of Trustees. Total value of all such securities at May 31, 2022 amounted to $4,066, which represents approximately 0.00% of net assets of the Fund.

(f)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $3,360,840.

(g)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Abbreviations

CVR  Contingent Value Rights — No defined expiration

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	3,996,444
Aggregate gross unrealized depreciation		(119,401,200	)
Net unrealized depreciation	$	(115,404,756	)
Federal income tax cost	$	250,388,448

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA RUSSELL2000 UWM :: 81

Futures Contracts Purchased

Ultra Russell2000 had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
Russell 2000 E-Mini Index		162	6/17/2022	USD	$	15,081,390	$	415,747

Swap Agreements^a

Ultra Russell2000 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	7,595,963	5/8/2023	Bank of America NA		1.13	%	Russell 2000® Index		(9,640,583	)		7,892,497		1,748,086		—
	531,251	11/6/2023	Barclays Capital		1.33	%	Russell 2000® Index		28,364			—		—		28,364
	33,841,646	5/8/2023	BNP Paribas SA		0.98	%	Russell 2000® Index		(7,982,438	)		—		7,982,438		—
	22,279,006	4/10/2023	Citibank NA		1.12	%	Russell 2000® Index		(10,863,855	)		10,558,947		304,908		—
	31,901,181	3/7/2023	Goldman Sachs International		1.23	%	Russell 2000® Index		(10,523,235	)		—		10,523,235		—
	11,456,826	11/7/2022	Morgan Stanley & Co. International plc		1.28	%	iShares® Russell 2000 ETF		(1,101,396	)
	30,350,299	11/7/2022	Morgan Stanley & Co. International plc		1.28	%	Russell 2000® Index		(2,639,415	)
	41,807,125								(3,740,811	)		1,203,667		2,537,144		—
	62,525,494	3/7/2023	Societe Generale		1.18	%	Russell 2000® Index		(12,376,553	)		595,094		11,781,459		—
	18,767,155	3/7/2023	UBS AG		0.83	%	Russell 2000® Index		(9,422,916	)		9,330,552		92,364		—
	219,248,821								(64,522,027	)
							Total Unrealized Appreciation		28,364
							Total Unrealized Depreciation		(64,550,391	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

82 :: UWM ULTRA RUSSELL2000 :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Abbreviations

USD  U.S. Dollar

Ultra Russell2000 invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Aerospace & Defense	0.5	%
Air Freight & Logistics	0.3	%
Airlines	0.2	%
Auto Components	0.9	%
Automobiles	0.1	%
Banks	6.6	%
Beverages	0.3	%
Biotechnology	4.1	%
Building Products	1.0	%
Capital Markets	1.1	%
Chemicals	1.6	%
Commercial Services & Supplies	1.3	%
Communications Equipment	0.5	%
Construction & Engineering	1.2	%
Construction Materials	0.1	%
Consumer Finance	0.5	%
Containers & Packaging	0.2	%
Distributors	0.0	%*
Diversified Consumer Services	0.4	%
Diversified Financial Services	0.1	%
Diversified Telecommunication Services	0.4	%
Electric Utilities	0.5	%
Electrical Equipment	0.7	%
Electronic Equipment, Instruments & Components	1.7	%
Energy Equipment & Services	1.0	%
Entertainment	0.4	%
Equity Real Estate Investment Trusts (REITs)	5.0	%
Food & Staples Retailing	0.8	%
Food Products	0.8	%
Gas Utilities	0.9	%
Health Care Equipment & Supplies	2.4	%
Health Care Providers & Services	2.1	%
Health Care Technology	0.5	%
Hotels, Restaurants & Leisure	1.6	%
Household Durables	1.2	%
Household Products	0.2	%
Independent Power and Renewable Electricity Producers	0.3	%
Insurance	1.4	%
Interactive Media & Services	0.3	%
Internet & Direct Marketing Retail	0.3	%
IT Services	1.1	%
Leisure Products	0.4	%
Life Sciences Tools & Services	0.4	%
Machinery	2.6	%
Marine	0.2	%
Media	0.7	%
Metals & Mining	1.1	%
Mortgage Real Estate Investment Trusts (REITs)	1.0	%
Multiline Retail	0.3	%
Multi-Utilities	0.4	%
Oil, Gas & Consumable Fuels	4.8	%

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA RUSSELL2000 UWM :: 83

Paper & Forest Products	0.1	%
Personal Products	0.4	%
Pharmaceuticals	1.0	%
Professional Services	1.3	%
Real Estate Management & Development	0.5	%
Road & Rail	0.6	%
Semiconductors & Semiconductor Equipment	2.3	%
Software	3.4	%
Specialty Retail	1.6	%
Technology Hardware, Storage & Peripherals	0.2	%
Textiles, Apparel & Luxury Goods	0.4	%
Thrifts & Mortgage Finance	1.0	%
Tobacco	0.1	%
Trading Companies & Distributors	1.3	%
Water Utilities	0.3	%
Wireless Telecommunication Services	0.1	%
Othera	28.9	%
	100.0	%

*  Amount represents less than 0.05%.

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

84 :: UWM ULTRA RUSSELL2000 :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

	Percentage of Net Assets			Shares		Value
Common Stocks (a) — 90.8%
Abbott Laboratories (Health Care Equipment & Supplies)		0.6	%		157,372	$	18,484,915
AbbVie, Inc. (Biotechnology)		0.7	%		157,337		23,186,754
Accenture plc, Class A (IT Services)		0.5	%		56,250		16,788,375
Adobe, Inc.* (Software)		0.5	%		41,976		17,482,164
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		0.4	%		145,495		14,820,071
Alphabet, Inc., Class A* (Interactive Media & Services)		1.8	%		26,766		60,899,074
Alphabet, Inc., Class C* (Interactive Media & Services)		1.6	%		24,724		56,390,005
Amazon.com, Inc.* (Internet & Direct Marketing Retail)		2.7	%		38,945		93,631,179
Apple, Inc. (Technology Hardware, Storage & Peripherals)		6.0	%		1,379,803		205,369,878
AT&T, Inc. (Diversified Telecommunication Services)		0.4	%		635,551		13,530,881
Bank of America Corp. (Banks)		0.7	%		632,651		23,534,617
Berkshire Hathaway, Inc., Class B* (Diversified Financial Services)		1.5	%		162,992		51,502,212
Bristol-Myers Squibb Co. (Pharmaceuticals)		0.4	%		193,993		14,636,772
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		0.6	%		36,749		21,319,197
Chevron Corp. (Oil, Gas & Consumable Fuels)		0.9	%		171,566		29,965,718
Cisco Systems, Inc. (Communications Equipment)		0.5	%		375,364		16,910,148
Coca-Cola Co. (The) (Beverages)		0.7	%		345,984		21,928,466
Comcast Corp., Class A (Media)		0.5	%		402,613		17,827,704
Costco Wholesale Corp. (Food & Staples Retailing)		0.5	%		39,461		18,397,507
Danaher Corp. (Life Sciences Tools & Services)		0.4	%		56,629		14,939,863
Eli Lilly & Co. (Pharmaceuticals)		0.7	%		70,665		22,149,238
Exxon Mobil Corp. (Oil, Gas & Consumable Fuels)		1.0	%		376,788		36,171,648
Home Depot, Inc. (The) (Specialty Retail)		0.8	%		92,930		28,134,558
Intel Corp. (Semiconductors & Semiconductor Equipment)		0.5	%		362,409		16,098,208
Johnson & Johnson (Pharmaceuticals)		1.2	%		234,298		42,063,520
JPMorgan Chase & Co. (Banks)		1.0	%		263,011		34,777,945

	Percentage of Net Assets			Shares		Value
Common Stocks (a) (continued)
Linde plc (Chemicals)		0.4	%		45,612	$	14,809,304
Mastercard, Inc., Class A (IT Services)		0.8	%		76,814		27,489,426
McDonald's Corp. (Hotels, Restaurants & Leisure)		0.5	%		66,499		16,771,713
Merck & Co., Inc. (Pharmaceuticals)		0.6	%		224,807		20,688,988
Meta Platforms, Inc., Class A* (Interactive Media & Services)		1.2	%		205,506		39,794,182
Microsoft Corp. (Software)		5.3	%		667,209		181,394,111
NextEra Energy, Inc. (Electric Utilities)		0.4	%		174,629		13,217,669
NIKE, Inc., Class B (Textiles, Apparel & Luxury Goods)		0.4	%		113,586		13,499,696
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		1.2	%		222,502		41,545,573
PepsiCo, Inc. (Beverages)		0.6	%		123,131		20,655,226
Pfizer, Inc. (Pharmaceuticals)		0.8	%		499,546		26,495,920
Philip Morris International, Inc. (Tobacco)		0.4	%		137,931		14,655,169
Procter & Gamble Co. (The) (Household Products)		0.9	%		213,337		31,548,276
QUALCOMM, Inc. (Semiconductors & Semiconductor Equipment)		0.4	%		100,300		14,364,966
Salesforce, Inc.* (Software)		0.4	%		87,667		14,047,760
Tesla, Inc.* (Automobiles)		1.7	%		74,507		56,495,678
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		0.4	%		82,193		14,528,435
Thermo Fisher Scientific, Inc. (Life Sciences Tools & Services)		0.6	%		35,069		19,904,112
UnitedHealth Group, Inc. (Health Care Providers & Services)		1.2	%		83,826		41,643,080
Verizon Communications, Inc. (Diversified Telecommunication Services)		0.6	%		373,619		19,162,918
Visa, Inc., Class A (IT Services)		0.9	%		147,596		31,315,443
Walmart, Inc. (Food & Staples Retailing)		0.5	%		125,902		16,194,774
Walt Disney Co. (The)* (Entertainment)		0.5	%		162,039		17,895,587
Wells Fargo & Co. (Banks)		0.5	%		345,831		15,828,685
Other Common Stocks (b)		42.5	%		15,406,540		1,455,128,205
Total Common Stocks (Cost $3,572,179,499)							3,110,015,513

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA S&P500® SSO :: 85

	Percentage of Net Assets			Shares		Value
Securities Lending Reinvestments (c) — 0.0% (d)
Investment Companies — 0.0% (d)
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $1,589,475)		0.0	%		1,589,475	$	1,589,475
				Principal Amount
Short-Term Investments — 23.8%
Repurchase Agreements (e) — 6.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $219,208,041 (Cost $219,203,627)				$	219,203,627		219,203,627
U.S. Treasury Obligations — 17.4%
U.S. Treasury Bills
0.37%, 6/7/2022 (f)					50,000,000		49,995,916
0.51%, 6/21/2022 (f)					50,000,000		49,983,611
0.63%, 6/30/2022 (f)					175,000,000		174,904,138
0.71%, 7/5/2022 (b)(f)					75,000,000		74,952,188
0.39%, 7/21/2022 (b)(f)					100,000,000		99,883,333
0.74%, 8/18/2022 (f)					100,000,000		99,773,854
0.69%, 12/29/2022 (f)					45,000,000		44,583,249
Total U.S. Treasury Obligations (Cost $594,447,259)							594,076,289
Total Short-Term Investments (Cost $813,650,886)							813,279,916
Total Investments — 114.6% (Cost $4,387,419,860)							3,924,884,904
Liabilities in excess of other assets — (14.6%)						(500,685,590)
Net Assets — 100.0%						$	3,424,199,314

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $1,472,167,759.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $31,941,272, collateralized in the form of cash with a value of $1,589,475 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $31,086,923 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 6.87%, and maturity dates ranging from June 15, 2022 - May 20, 2052. The total value of collateral is $32,676,398.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $1,589,475.

(d)  Represents less than 0.05% of net assets.

(e)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(f)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	109,208,214
Aggregate gross unrealized depreciation		(1,116,857,774	)
Net unrealized depreciation	$	(1,007,649,560	)
Federal income tax cost	$	4,431,515,065

Futures Contracts Purchased

Ultra S&P500® had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
S&P 500 E-Mini Index		1,255	6/17/2022	USD	$	259,235,938	$	8,680,002

See accompanying notes to the financial statements.

86 :: SSO ULTRA S&P500® :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Swap Agreements^a

Ultra S&P500® had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	266,953,419	5/8/2023	Bank of America NA		1.38	%	S&P 500®		(37,274,846	)		37,274,422			424			—
	308,568,301	5/8/2023	BNP Paribas SA		1.43	%	S&P 500®		(141,588,300	)		141,015,917			572,383			—
	415,454,625	4/10/2023	Citibank NA		1.49	%	S&P 500®		(60,819,881	)		60,714,954			104,927			—
	482,564,873	4/10/2023	Credit Suisse International		1.43	%	S&P 500®		(37,859,705	)		26,234,042			11,625,663			—
	50,457,684	4/8/2024	Goldman Sachs International		1.43	%	S&P 500®		916,761
	352,091,129	3/7/2023	Goldman Sachs International		1.34	%	SPDR® S&P 500® ETF Trust		(91,963,118	)
	402,548,813								(91,046,357	)		90,450,105			596,252			—
	362,881,281	5/8/2023	J.P. Morgan Securities		1.23	%	S&P 500®		(61,262,822	)		60,776,730			486,092			—
	176,748,584	4/10/2023	Morgan Stanley & Co. International plc		1.38	%	S&P 500®		(23,781,081	)		23,739,902			41,179			—
	560,022,025	11/6/2023	Societe Generale		1.33	%	S&P 500®		10,853,083			(10,831,670	)		(21,413	)		—
	504,225,604	3/7/2023	UBS AG		1.33	%	S&P 500®		(66,919,492	)		66,895,671			23,821			—
	3,479,967,525								(509,699,401	)
							Total Unrealized Appreciation		11,769,844
							Total Unrealized Depreciation		(521,469,245	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA S&P500® SSO :: 87

Ultra S&P500® invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Aerospace & Defense	1.5	%
Air Freight & Logistics	0.6	%
Airlines	0.2	%
Auto Components	0.1	%
Automobiles	1.9	%
Banks	3.6	%
Beverages	1.5	%
Biotechnology	1.9	%
Building Products	0.4	%
Capital Markets	2.6	%
Chemicals	1.7	%
Commercial Services & Supplies	0.4	%
Communications Equipment	0.7	%
Construction & Engineering	0.0	%*
Construction Materials	0.1	%
Consumer Finance	0.5	%
Containers & Packaging	0.3	%
Distributors	0.1	%
Diversified Financial Services	1.5	%
Diversified Telecommunication Services	1.0	%
Electric Utilities	1.7	%
Electrical Equipment	0.5	%
Electronic Equipment, Instruments & Components	0.6	%
Energy Equipment & Services	0.3	%
Entertainment	1.2	%
Equity Real Estate Investment Trusts (REITs)	2.4	%
Food & Staples Retailing	1.3	%
Food Products	1.0	%
Gas Utilities	0.0	%*
Health Care Equipment & Supplies	2.5	%
Health Care Providers & Services	2.9	%
Health Care Technology	0.1	%
Hotels, Restaurants & Leisure	1.7	%
Household Durables	0.3	%
Household Products	1.3	%
Independent Power and Renewable Electricity Producers	0.0	%*
Industrial Conglomerates	0.8	%
Insurance	2.0	%
Interactive Media & Services	4.7	%
Internet & Direct Marketing Retail	2.8	%
IT Services	4.0	%
Leisure Products	0.0	%*
Life Sciences Tools & Services	1.7	%
Machinery	1.5	%
Media	0.9	%
Metals & Mining	0.4	%
Multiline Retail	0.4	%
Multi-Utilities	0.9	%
Oil, Gas & Consumable Fuels	4.0	%
Personal Products	0.2	%
Pharmaceuticals	4.0	%
Professional Services	0.3	%
Real Estate Management & Development	0.1	%

See accompanying notes to the financial statements.

88 :: SSO ULTRA S&P500® :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Road & Rail	0.8	%
Semiconductors & Semiconductor Equipment	5.1	%
Software	7.9	%
Specialty Retail	1.9	%
Technology Hardware, Storage & Peripherals	6.3	%
Textiles, Apparel & Luxury Goods	0.5	%
Tobacco	0.7	%
Trading Companies & Distributors	0.2	%
Water Utilities	0.1	%
Wireless Telecommunication Services	0.2	%
Othera	9.2	%
	100.0	%

^*  Amount represents less than 0.05%.

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA S&P500® SSO :: 89

Investments	Shares		Value
Common Stocks (a) — 66.4%
Semiconductors & Semiconductor Equipment — 66.4%
Advanced Micro Devices, Inc.*		126,592	$	12,894,626
Allegro MicroSystems, Inc.*		4,266		109,850
Amkor Technology, Inc.		7,762		158,655
Analog Devices, Inc.		40,674		6,849,502
Applied Materials, Inc.		68,745		8,063,101
Broadcom, Inc.		31,978		18,551,397
Cirrus Logic, Inc.*		4,436		361,711
Enphase Energy, Inc.*		10,378		1,932,280
Entegris, Inc.		10,488		1,163,748
GLOBALFOUNDRIES, Inc.*(b)		4,109		245,266
Intel Corp.		315,268		14,004,205
KLA Corp.		11,673		4,258,894
Lam Research Corp.		10,798		5,615,284
Lattice Semiconductor Corp.*		10,604		551,620
Marvell Technology, Inc.		65,359		3,865,985
Microchip Technology, Inc.		43,056		3,128,018
Micron Technology, Inc.		86,737		6,404,660
MKS Instruments, Inc.		4,283		528,950
Monolithic Power Systems, Inc.		3,354		1,510,608
NVIDIA Corp.		193,562		36,141,897
NXP Semiconductors NV		20,605		3,910,005
ON Semiconductor Corp.*		33,346		2,023,435
Power Integrations, Inc.		4,578		386,292
Qorvo, Inc.*		8,400		938,700
QUALCOMM, Inc.		87,295		12,502,390
Semtech Corp.*		4,991		319,873
Silicon Laboratories, Inc.*		2,960		441,514
Skyworks Solutions, Inc.		12,709		1,383,629
SolarEdge Technologies, Inc.*		4,072		1,110,801
Teradyne, Inc.		12,620		1,378,861
Texas Instruments, Inc.		71,546		12,646,471
Universal Display Corp.		3,356		423,896
Wolfspeed, Inc.*(b)		9,578		720,553
Total Common Stocks (Cost $178,556,089)				164,526,677
Securities Lending Reinvestments (c) — 0.1%
Investment Companies — 0.1%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $227,427)		227,427		227,427

Investments	Principal Amount		Value
Short-Term Investments — 29.9%
Repurchase Agreements (d) — 29.9%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $73,965,113 (Cost $73,963,623)	$	73,963,623	$	73,963,623
Total Investments — 96.4% (Cost $252,747,139)				238,717,727
Other assets less liabilities — 3.6%				8,861,929
Net Assets — 100.0%			$	247,579,656

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $52,872,985.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $538,881, collateralized in the form of cash with a value of $227,427 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $328,630 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 3.75%, and maturity dates ranging from June 15, 2022 - February 15, 2051. The total value of collateral is $556,057.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $227,427.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	22,324,906
Aggregate gross unrealized depreciation		(87,579,601	)
Net unrealized depreciation	$	(65,254,695	)
Federal income tax cost	$	253,035,375

See accompanying notes to the financial statements.

90 :: USD ULTRA SEMICONDUCTORS :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Swap Agreements^a

Ultra Semiconductors had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	1,419,830	5/8/2023	Bank of America NA		1.23	%	Dow Jones U.S. SemiconductorsSM Indexf		(11,988,815	)		11,718,668			270,147			—
	25,435,041	11/6/2023	BNP Paribas SA		1.33	%	Dow Jones U.S. SemiconductorsSM Indexf		547,568			(547,568	)		—			—
	11,702,844	11/7/2022	Goldman Sachs International		1.43	%	Dow Jones U.S. SemiconductorsSM Indexf		14,666,600			(14,432,615	)		—			233,985
	17,970,175	11/6/2023	J.P. Morgan Securities		1.28	%	Dow Jones U.S. SemiconductorsSM Indexf		(4,434,387	)		4,105,775			328,612			—
	22,365,912	11/7/2022	Morgan Stanley & Co. International plc		1.43	%	Dow Jones U.S. SemiconductorsSM Indexf		3,984,900			—			(3,984,900	)		—
	1,003,920	4/10/2023	Societe Generale		1.48	%	Dow Jones U.S. SemiconductorsSM Indexf		64,202			—			—			64,202
	251,374,497	3/7/2023	UBS AG		1.18	%	Dow Jones U.S. SemiconductorsSM Indexf		(53,777,115	)		3,930,688			49,846,427			—
	331,272,219								(50,937,047	)
							Total Unrealized Appreciation		19,263,270
							Total Unrealized Depreciation		(70,200,317	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  See the Common Stocks section of the preceding Schedule of Portfolio Investments for the representative components of the underlying reference instrument and their relative weightings.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA SEMICONDUCTORS USD :: 91

	Percentage of Net Assets			Shares		Value
Common Stocks (a) — 90.4%
ABM Industries, Inc. (Commercial Services & Supplies)		0.3	%		2,154	$	104,146
Agree Realty Corp. (b) (Equity Real Estate Investment Trusts (REITs))		0.5	%		2,279		158,550
Allegheny Technologies, Inc.*(b) (Metals & Mining)		0.3	%		4,070		111,925
American Equity Investment Life Holding Co. (Insurance)		0.3	%		2,636		106,125
AMN Healthcare Services, Inc.*(b) (Health Care Providers & Services)		0.5	%		1,511		146,416
Applied Industrial Technologies, Inc. (Trading Companies & Distributors)		0.4	%		1,230		127,194
Asbury Automotive Group, Inc.*(b) (Specialty Retail)		0.4	%		739		133,870
Assured Guaranty Ltd. (Insurance)		0.4	%		2,232		131,353
Balchem Corp. (Chemicals)		0.4	%		1,035		128,785
BankUnited, Inc. (Banks)		0.3	%		2,739		114,107
Civitas Resources, Inc. (b) (Oil, Gas & Consumable Fuels)		0.5	%		2,304		175,910
Comfort Systems USA, Inc. (Construction & Engineering)		0.3	%		1,154		103,537
Community Bank System, Inc. (Banks)		0.3	%		1,722		113,652
CONMED Corp. (Health Care Equipment & Supplies)		0.3	%		937		108,964
CVB Financial Corp. (Banks)		0.3	%		4,332		107,347
Cytokinetics, Inc.*(b) (Biotechnology)		0.3	%		2,683		107,052
Diodes, Inc.* (Semiconductors & Semiconductor Equipment)		0.3	%		1,438		110,740
Ensign Group, Inc. (The) (Health Care Providers & Services)		0.4	%		1,673		135,797
ExlService Holdings, Inc.* (IT Services)		0.5	%		1,064		151,290
Exponent, Inc. (Professional Services)		0.5	%		1,666		150,590
First Hawaiian, Inc. (Banks)		0.3	%		4,077		104,412
HB Fuller Co. (Chemicals)		0.4	%		1,688		119,983
Helmerich & Payne, Inc. (Energy Equipment & Services)		0.5	%		3,374		169,881
Independent Bank Corp. (Banks)		0.4	%		1,511		125,866
Innovative Industrial Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		0.4	%		869		115,620
Insight Enterprises, Inc.* (Electronic Equipment, Instruments & Components)		0.3	%		1,116		110,283

	Percentage of Net Assets			Shares		Value
Common Stocks (a) (continued)
John Bean Technologies Corp. (Machinery)		0.4	%		1,016	$	123,698
Korn Ferry (Professional Services)		0.3	%		1,740		106,940
Kulicke & Soffa Industries, Inc. (b) (Semiconductors & Semiconductor Equipment)		0.3	%		1,992		107,907
Lantheus Holdings, Inc.* (Health Care Equipment & Supplies)		0.5	%		2,164		148,277
Livent Corp.*(b) (Chemicals)		0.5	%		5,167		164,259
LXP Industrial Trust (b) (Equity Real Estate Investment Trusts (REITs))		0.3	%		9,046		104,572
Matson, Inc. (Marine)		0.4	%		1,346		120,978
Mr Cooper Group, Inc.* (Thrifts & Mortgage Finance)		0.3	%		2,405		104,281
Omnicell, Inc.* (Health Care Equipment & Supplies)		0.5	%		1,405		156,180
Onto Innovation, Inc.* (Semiconductors & Semiconductor Equipment)		0.4	%		1,576		126,679
Patterson-UTI Energy, Inc. (Energy Equipment & Services)		0.4	%		6,879		131,251
Resideo Technologies, Inc.* (Building Products)		0.3	%		4,618		109,077
Rogers Corp.* (Electronic Equipment, Instruments & Components)		0.5	%		599		158,963
ServisFirst Bancshares, Inc. (Banks)		0.4	%		1,562		130,208
Simmons First National Corp., Class A (Banks)		0.3	%		4,036		103,766
Simply Good Foods Co. (The)* (Food Products)		0.3	%		2,705		108,092
SM Energy Co. (Oil, Gas & Consumable Fuels)		0.6	%		3,883		187,432
South Jersey Industries, Inc. (b) (Gas Utilities)		0.4	%		3,595		125,286
Southwestern Energy Co.* (Oil, Gas & Consumable Fuels)		1.0	%		35,636		325,000
SPS Commerce, Inc.* (Software)		0.4	%		1,150		123,096
UFP Industries, Inc. (Building Products)		0.5	%		1,978		152,702
United Community Banks, Inc. (Banks)		0.3	%		3,350		105,291
Viavi Solutions, Inc.* (Communications Equipment)		0.3	%		7,357		106,456
Vonage Holdings Corp.* (Software)		0.5	%		8,074		156,393
Other Common Stocks(b)		70.5	%		881,398		23,213,855
Total Common Stocks (Cost $32,734,500)							29,774,034

See accompanying notes to the financial statements.

92 :: SAA ULTRA SMALLCAP600 :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

	Percentage of Net Assets			Shares		Value
Securities Lending Reinvestments (c) — 0.7%
Investment Companies — 0.7%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $226,827)		0.7	%		226,827	$	226,827
				Principal Amount
Short-Term Investments — 19.6%
Repurchase Agreements (d) — 19.6%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $6,447,384 (Cost $6,447,256)				$	6,447,256		6,447,256
Total Investments — 110.7% (Cost $39,408,583)							36,448,117
Liabilities in excess of other assets — (10.7%)						(3,513,096)
Net Assets — 100.0%						$	32,935,021

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $7,294,298.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $1,199,319, collateralized in the form of cash with a value of $226,827 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $1,023,145 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 4.63%, and maturity dates ranging from June 15, 2022 - February 15, 2051. The total value of collateral is $1,249,972.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $226,827.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	2,190,133
Aggregate gross unrealized depreciation		(9,738,542	)
Net unrealized depreciation	$	(7,548,409	)
Federal income tax cost	$	39,468,194

Swap Agreements^a

Ultra SmallCap600 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	8,264,995	5/8/2023	Bank of America NA		1.18	%	S&P SmallCap 600®		(1,693,273	)		1,435,009		258,264		—
	6,902,118	11/7/2022	Citibank NA		1.18	%	S&P SmallCap 600®		(780,550	)		769,506		11,044		—
	4,114,581	11/7/2022	Morgan Stanley & Co. International plc		1.43	%	S&P SmallCap 600®		(481,710	)		477,887		3,823		—
	10,361,826	3/7/2023	Societe Generale		1.28	%	S&P SmallCap 600®		(888,300	)		869,968		18,332		—
	6,439,999	3/7/2023	UBS AG		1.13	%	S&P SmallCap 600®		(684,499	)		—		684,499		—
	36,083,519								(4,528,332	)
							Total Unrealized Depreciation		(4,528,332	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA SMALLCAP600 SAA :: 93

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Ultra SmallCap600 invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Aerospace & Defense	1.1	%
Air Freight & Logistics	0.7	%
Airlines	0.4	%
Auto Components	1.2	%
Automobiles	0.2	%
Banks	9.2	%
Beverages	0.7	%
Biotechnology	1.9	%
Building Products	1.7	%
Capital Markets	0.8	%
Chemicals	2.7	%
Commercial Services & Supplies	2.0	%
Communications Equipment	1.2	%
Construction & Engineering	1.0	%
Consumer Finance	0.9	%
Containers & Packaging	0.3	%
Diversified Consumer Services	0.4	%
Diversified Telecommunication Services	0.3	%
Electrical Equipment	0.4	%
Electronic Equipment, Instruments & Components	3.6	%
Energy Equipment & Services	2.1	%
Entertainment	0.2	%
Equity Real Estate Investment Trusts (REITs)	6.5	%
Food & Staples Retailing	0.8	%
Food Products	1.6	%
Gas Utilities	0.8	%
Health Care Equipment & Supplies	3.5	%
Health Care Providers & Services	3.0	%
Health Care Technology	0.5	%
Hotels, Restaurants & Leisure	1.4	%
Household Durables	2.3	%
Household Products	0.5	%
Insurance	2.5	%
Interactive Media & Services	0.1	%
Internet & Direct Marketing Retail	0.2	%
IT Services	1.4	%
Leisure Products	0.3	%
Life Sciences Tools & Services	0.1	%
Machinery	3.9	%
Marine	0.4	%
Media	0.6	%
Metals & Mining	1.7	%
Mortgage Real Estate Investment Trusts (REITs)	1.2	%
Multiline Retail	0.1	%
Multi-Utilities	0.4	%

See accompanying notes to the financial statements.

94 :: SAA ULTRA SMALLCAP600 :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Oil, Gas & Consumable Fuels	3.9	%
Paper & Forest Products	0.4	%
Personal Products	0.7	%
Pharmaceuticals	1.4	%
Professional Services	1.4	%
Real Estate Management & Development	0.5	%
Road & Rail	0.4	%
Semiconductors & Semiconductor Equipment	3.1	%
Software	2.4	%
Specialty Retail	3.6	%
Technology Hardware, Storage & Peripherals	0.2	%
Textiles, Apparel & Luxury Goods	1.0	%
Thrifts & Mortgage Finance	1.9	%
Tobacco	0.3	%
Trading Companies & Distributors	1.3	%
Water Utilities	0.7	%
Wireless Telecommunication Services	0.4	%
Othera	9.6	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA SMALLCAP600 SAA :: 95

Investments	Shares		Value
Common Stocks (a) — 88.8%
Communications Equipment — 2.4%
Arista Networks, Inc.*		9,944	$	1,017,072
Ciena Corp.*		6,868		349,032
Cisco Systems, Inc.		187,023		8,425,386
F5, Inc.*		2,696		439,556
Juniper Networks, Inc.		14,426		442,589
Lumentum Holdings, Inc.* (b)		3,203		275,714
Motorola Solutions, Inc.		7,493		1,646,512
Ubiquiti, Inc.		262		68,529
Viavi Solutions, Inc.*		10,206		147,681
				12,812,071
Diversified Telecommunication Services — 0.2%
Liberty Global plc, Class A*		7,840		190,669
Liberty Global plc, Class C*		14,715		373,908
Lumen Technologies, Inc. (b)		40,870		500,249
				1,064,826
Electronic Equipment, Instruments & Components — 0.2%
CDW Corp.		6,028		1,023,916
TD SYNNEX Corp.		1,849		192,019
				1,215,935
Health Care Technology — 0.4%
Cerner Corp.		13,040		1,236,844
Veeva Systems, Inc., Class A*		6,157		1,048,291
				2,285,135
Household Durables — 0.1%
Garmin Ltd.		6,732		711,034
Interactive Media & Services — 15.2%
Alphabet, Inc., Class A*		13,342		30,356,252
Alphabet, Inc., Class C*		12,324		28,108,333
Angi, Inc.*		3,319		18,221
Bumble, Inc., Class A*		3,211		91,514
Cargurus, Inc.*		3,884		98,343
IAC/InterActiveCorp*		3,716		316,975
Match Group, Inc.*		12,547		988,453
Meta Platforms, Inc., Class A*		102,388		19,826,412
Snap, Inc., Class A*		47,986		677,082
Twitter, Inc.*		35,459		1,404,176
Vimeo, Inc.*		6,915		60,091
Ziff Davis, Inc.*		2,140		163,368
				82,109,220
Internet & Direct Marketing Retail — 0.5%
Chewy, Inc., Class A* (b)		3,939		97,687
DoorDash, Inc., Class A*		7,176		551,906
eBay, Inc.		27,748		1,350,495
Etsy, Inc.*		5,613		455,327
				2,455,415

Investments	Shares		Value
Common Stocks (a) (continued)
IT Services — 3.0%
Akamai Technologies, Inc.*		7,197	$	727,185
Amdocs Ltd.		5,536		481,023
Cloudflare, Inc., Class A* (b)		12,321		689,976
Cognizant Technology Solutions Corp., Class A		23,293		1,739,987
DXC Technology Co.*		10,829		381,397
EPAM Systems, Inc.*		2,510		849,685
Fastly, Inc., Class A*		4,741		61,870
Gartner, Inc.*		3,645		956,448
GoDaddy, Inc., Class A*		7,401		555,445
International Business Machines Corp.		39,773		5,522,083
Kyndryl Holdings, Inc.*		7,953		98,140
LiveRamp Holdings, Inc.*		3,019		77,286
MongoDB, Inc.*		2,951		699,830
Okta, Inc.*		6,596		547,798
Snowflake, Inc., Class A*		10,454		1,334,453
SolarWinds Corp.		1,970		22,931
Squarespace, Inc., Class A* (b)		1,251		25,758
Thoughtworks Holding, Inc.*		1,625		28,129
Twilio, Inc., Class A*		7,473		785,936
VeriSign, Inc.*		4,287		748,296
				16,333,656
Semiconductors & Semiconductor Equipment — 17.5%
Advanced Micro Devices, Inc.*		72,498		7,384,683
Allegro MicroSystems, Inc.*		2,433		62,650
Amkor Technology, Inc.		4,455		91,060
Analog Devices, Inc.		23,297		3,923,215
Applied Materials, Inc.		39,366		4,617,238
Broadcom, Inc.		18,301		10,616,959
Cirrus Logic, Inc.*		2,535		206,704
Enphase Energy, Inc.*		5,944		1,106,713
Entegris, Inc.		6,017		667,646
GLOBALFOUNDRIES, Inc.* (b)		2,369		141,406
Intel Corp.		180,560		8,020,475
KLA Corp.		6,676		2,435,739
Lam Research Corp.		6,180		3,213,785
Lattice Semiconductor Corp.*		6,061		315,293
Marvell Technology, Inc.		37,412		2,212,920
Microchip Technology, Inc.		24,647		1,790,605
Micron Technology, Inc.		49,655		3,666,525
MKS Instruments, Inc.		2,452		302,822
Monolithic Power Systems, Inc.		1,913		861,596
NVIDIA Corp.		110,855		20,698,846
NXP Semiconductors NV		11,799		2,238,978
ON Semiconductor Corp.*		19,109		1,159,534
Power Integrations, Inc.		2,623		221,329
Qorvo, Inc.*		4,810		537,517
QUALCOMM, Inc.		49,966		7,156,131
Semtech Corp.*		2,866		183,682
Silicon Laboratories, Inc.*		1,699		253,423
Skyworks Solutions, Inc.		7,267		791,158
SolarEdge Technologies, Inc.*		2,338		637,783

See accompanying notes to the financial statements.

96 :: ROM ULTRA TECHNOLOGY :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks (a) (continued)
Teradyne, Inc.		7,221	$	788,966
Texas Instruments, Inc.		40,942		7,236,908
Universal Display Corp.		1,915		241,884
Wolfspeed, Inc.* (b)		5,487		412,787
				94,196,960
Software — 29.2%
ACI Worldwide, Inc.*		5,209		138,768
Adobe, Inc.*		20,908		8,707,764
Alteryx, Inc., Class A*		2,647		147,306
Anaplan, Inc.*		6,556		430,074
ANSYS, Inc.*		3,876		1,009,155
Appian Corp.*		1,766		84,362
AppLovin Corp., Class A*		1,568		59,756
Asana, Inc., Class A* (b)		3,681		80,025
Aspen Technology, Inc.*		1,235		238,910
Autodesk, Inc.*		9,765		2,028,679
Avalara, Inc.*		3,860		326,826
Bentley Systems, Inc., Class B(b)		8,173		280,988
Bill.com Holdings, Inc.* (b)		4,082		482,656
Black Knight, Inc.*		6,887		467,696
Blackbaud, Inc.*		1,977		125,836
Blackline, Inc.*		2,377		174,044
Cadence Design Systems, Inc.*		12,295		1,890,110
CCC Intelligent Solutions Holdings, Inc.*		2,677		23,959
CDK Global, Inc.		5,174		281,776
Ceridian HCM Holding, Inc.*		6,076		342,079
Citrix Systems, Inc.		5,541		557,923
Clear Secure, Inc., Class A*		594		16,299
Confluent, Inc., Class A* (b)		2,716		57,389
Consensus Cloud Solutions, Inc.*		713		34,245
Coupa Software, Inc.*		3,318		228,245
Crowdstrike Holdings, Inc., Class A*		9,243		1,478,788
Datadog, Inc., Class A*		11,396		1,087,064
Digital Turbine, Inc.*		3,921		99,711
DocuSign, Inc.*		8,766		735,555
Dolby Laboratories, Inc., Class A		2,904		225,408
Dropbox, Inc., Class A*		12,509		260,688
Duck Creek Technologies, Inc.*		3,346		62,135
Dynatrace, Inc.*		8,733		328,972
Elastic NV*		3,233		199,314
Fair Isaac Corp.*		1,170		479,174
Five9, Inc.* (b)		3,011		291,194
Fortinet, Inc.*		6,027		1,772,782
Gitlab, Inc., Class A* (b)		500		19,470
Guidewire Software, Inc.*		3,694		295,298
HubSpot, Inc.*		1,985		670,315
Informatica, Inc., Class A*		1,339		27,316
Intuit, Inc.		12,551		5,201,887
Mandiant Corp.*		10,644		234,700
Manhattan Associates, Inc.*		2,807		339,451
Matterport, Inc.* (b)		8,183		44,925
Microsoft Corp.		332,419		90,374,754
MicroStrategy, Inc., Class A* (b)		408		107,994
nCino, Inc.*		2,524		82,459
NCR Corp.* (b)		5,854		203,075

Investments	Shares		Value
Common Stocks (a) (continued)
New Relic, Inc.*		2,641	$	123,757
NortonLifeLock, Inc.		25,797		627,899
Nutanix, Inc., Class A*		9,521		154,240
Oracle Corp.		69,871		5,025,122
Palantir Technologies, Inc., Class A*		71,005		616,323
Palo Alto Networks, Inc.*		4,382		2,203,182
Paycom Software, Inc.*		2,136		607,350
Paylocity Holding Corp.*		1,767		308,978
Pegasystems, Inc.		1,820		90,163
Procore Technologies, Inc.*		404		18,382
PTC, Inc.*		4,664		543,496
Q2 Holdings, Inc.*		2,513		132,511
Qualtrics International, Inc., Class A*		4,247		60,307
Rapid7, Inc.* (b)		2,531		179,372
RingCentral, Inc., Class A*		3,639		229,766
Roper Technologies, Inc.		4,674		2,067,965
Salesforce, Inc.*		43,671		6,997,841
SentinelOne, Inc., Class A*		5,971		142,050
ServiceNow, Inc.*		8,864		4,143,654
Smartsheet, Inc., Class A*		5,612		200,068
Splunk, Inc.*		7,048		722,843
Synopsys, Inc.*		6,801		2,170,879
Trade Desk, Inc. (The), Class A*		19,328		1,006,022
Tyler Technologies, Inc.*		1,827		650,083
UiPath, Inc., Class A*		11,787		201,204
Unity Software, Inc.* (b)		7,260		290,182
Varonis Systems, Inc.*		4,767		157,645
Verint Systems, Inc.*		2,902		148,118
VMware, Inc., Class A		8,946		1,145,983
Workday, Inc., Class A*		8,562		1,338,241
Workiva, Inc.*		1,997		145,801
Zendesk, Inc.*		5,396		493,464
Zoom Video Communications, Inc., Class A*		9,674		1,039,471
Zscaler, Inc.*		3,534		541,020
				157,360,681
Technology Hardware, Storage & Peripherals — 20.1%
Apple, Inc.		687,437		102,318,123
Dell Technologies, Inc., Class C		12,867		642,578
Hewlett Packard Enterprise Co.		57,345		894,582
HP, Inc. (b)		48,009		1,864,670
NetApp, Inc.		9,849		708,635
Pure Storage, Inc., Class A*		12,082		286,706
Seagate Technology Holdings plc		8,928		755,934
Western Digital Corp.*		13,880		842,377
Xerox Holdings Corp.		5,449		102,550
				108,416,155
Total Common Stocks (Cost $564,147,794)				478,961,088
Securities Lending Reinvestments (c) — 0.1%
Investment Companies — 0.1%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $569,684)		569,684		569,684

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA TECHNOLOGY ROM :: 97

Investments	Principal Amount		Value
Short-Term Investments — 31.1%
Repurchase Agreements (d) — 31.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $167,887,602 (Cost $167,884,223)	$	167,884,223	$	167,884,223
Total Investments — 120.0% (Cost $732,601,701)				647,414,995
Liabilities in excess of other assets — (20.0%)				(108,035,368	)
Net Assets — 100.0%			$	539,379,627

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $350,962,769.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $1,823,266, collateralized in the form of cash with a value of $569,684 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio

Investments and $1,353,683 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 15, 2022 - February 15, 2051. The total value of collateral is $1,923,367.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $569,684.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	12,772,344
Aggregate gross unrealized depreciation		(323,780,012	)
Net unrealized depreciation	$	(311,007,668	)
Federal income tax cost	$	733,776,735

Swap Agreements^a

Ultra Technology had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	45,813,312	5/8/2023	Bank of America NA		1.18	%	Dow Jones U.S. TechnologySM Indexf		(23,490,432	)		—		23,490,432		—
	150,001,985	5/8/2023	BNP Paribas SA		1.43	%	Dow Jones U.S. TechnologySM Indexf		(35,166,284	)		8,152,126		27,014,158		—
	107,623,338	4/10/2023	Citibank NA		1.13	%	Dow Jones U.S. TechnologySM Indexf		(23,956,078	)		10,219,020		13,737,058		—
	28,618,968	4/10/2023	Credit Suisse International		1.43	%	Dow Jones U.S. TechnologySM Indexf		(8,593,715	)		4,945,247		3,648,468		—
	13,431,981	3/7/2023	Goldman Sachs International		1.43	%	Dow Jones U.S. TechnologySM Indexf		(37,412,037	)		31,841,189		5,570,848		—
	75,417,897	5/8/2023	J.P. Morgan Securities		1.28	%	Dow Jones U.S. TechnologySM Indexf		(33,844,732	)		29,668,534		4,176,198		—
	7,263,975	11/7/2022	Morgan Stanley & Co. International plc		1.43	%	Dow Jones U.S. TechnologySM Indexf		(46,257	)		—		46,257		—

See accompanying notes to the financial statements.

98 :: ROM ULTRA TECHNOLOGY :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	124,856,617	4/10/2023	Societe Generale		1.38	%	Dow Jones U.S. TechnologySM Indexf		6,066,882			(6,047,832	)		(19,050	)		—
	47,832,999	3/7/2023	UBS AG		1.43	%	Dow Jones U.S. TechnologySM Indexf		(68,203,275	)		45,035,221			23,168,054			—
	600,861,072								(224,645,928	)
							Total Unrealized Appreciation		6,066,882
							Total Unrealized Depreciation		(230,712,810	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  See the Common Stocks section of the preceding Schedule of Portfolio Investments for the representative components of the underlying reference instrument and their relative weightings.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA TECHNOLOGY ROM :: 99

Investments	Shares		Value
Common Stocks (a) — 86.8%
Communications Equipment — 40.4%
ADTRAN, Inc.		288	$	5,337
Arista Networks, Inc.*		689		70,471
Ciena Corp.*		910		46,246
Cisco Systems, Inc.		7,434		334,902
CommScope Holding Co., Inc.*		1,202		9,027
Comtech Telecommunications Corp.		155		1,939
Extreme Networks, Inc.*		759		7,529
F5, Inc.*		357		58,205
Harmonic, Inc.*		605		5,826
Inseego Corp.*		463		954
Juniper Networks, Inc.		1,911		58,629
Lumentum Holdings, Inc.*		424		36,498
Motorola Solutions, Inc.		375		82,403
NETGEAR, Inc.*		172		3,277
NetScout Systems, Inc.*		434		14,899
Plantronics, Inc.*		251		9,909
Ribbon Communications, Inc.*		707		2,001
Ubiquiti, Inc.		36		9,416
Viasat, Inc.*		437		17,257
Viavi Solutions, Inc.*		1,351		19,549
				794,274
Diversified Telecommunication Services — 36.7%
Anterix, Inc.*		108		4,621
AT&T, Inc.		3,575		76,112
ATN International, Inc.		64		2,822
Consolidated Communications Holdings, Inc.*		422		2,794
EchoStar Corp., Class A*		228		5,479
Frontier Communications Parent, Inc.*		1,221		31,661
Globalstar, Inc.* (b)		3,898		5,457
IDT Corp., Class B*		102		2,811
Iridium Communications, Inc.*		777		28,834
Liberty Global plc, Class A*		1,039		25,268
Liberty Global plc, Class C*		1,950		49,550
Liberty Latin America Ltd., Class A*		240		2,282
Liberty Latin America Ltd., Class C*		914		8,692
Lumen Technologies, Inc. (b)		5,415		66,280
Radius Global Infrastructure, Inc.*		417		6,213
Verizon Communications, Inc.		7,833		401,755
				720,631
Entertainment — 0.0%(c)
Warner Bros Discovery, Inc.*		1		18
Household Durables — 4.1%
Garmin Ltd.		751		79,321
Wireless Telecommunication Services — 5.6%
Shenandoah Telecommunications Co.		294		6,750
Telephone and Data Systems, Inc.		580		10,283

Investments	Shares		Value
Common Stocks (a) (continued)
T-Mobile US, Inc.*		682	$	90,904
United States Cellular Corp.*		88		2,703
				110,640
Total Common Stocks (Cost $1,662,428)				1,704,884
Securities Lending Reinvestments (d) — 2.7%
Investment Companies — 2.7%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $53,017)		53,017		53,017
	Principal Amount
Short-Term Investments — 18.2%
Repurchase Agreements (e) — 18.2%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $357,550 (Cost $357,543)	$	357,543		357,543
Total Investments — 107.7% (Cost $2,072,988)				2,115,444
Liabilities in excess of other assets — (7.7%)				(150,362	)
Net Assets — 100.0%			$	1,965,082

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $870,683.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $50,766, collateralized in the form of cash with a value of $53,017 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments.

(c)  Represents less than 0.05% of net assets.

(d)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $53,017.

(e)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	138,026
Aggregate gross unrealized depreciation		(461,176	)
Net unrealized depreciation	$	(323,150	)
Federal income tax cost	$	2,077,472

See accompanying notes to the financial statements.

100 :: LTL ULTRA TELECOMMUNICATIONS :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Swap Agreements^a

Ultra Telecommunications had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	415,749	5/8/2023	Bank of America NA		1.13	%	Dow Jones U.S. Select TelecommunicationsSM Indexf		(53,403	)		—		32,360		(21,043	)
	351,236	4/10/2023	Citibank NA		1.13	%	Dow Jones U.S. Select TelecommunicationsSM Indexf		(49,674	)		—		49,674		—
	654,087	3/7/2023	Goldman Sachs International		1.43	%	Dow Jones U.S. Select TelecommunicationsSM Indexf		(102,781	)		93,209		9,572		—
	75,265	11/7/2022	Morgan Stanley & Co. International plc		1.43	%	Dow Jones U.S. Select TelecommunicationsSM Indexf		592			—		—		592
	320,771	3/7/2023	Societe Generale		1.28	%	Dow Jones U.S. Select TelecommunicationsSM Indexf		(77,100	)		—		10,000		(67,100	)
	412,165	3/7/2023	UBS AG		1.18	%	Dow Jones U.S. Select TelecommunicationsSM Indexf		(78,756	)		57,026		21,730		—
	2,229,273								(361,122	)
							Total Unrealized Appreciation		592
							Total Unrealized Depreciation		(361,714	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  See the Common Stocks section of the preceding Schedule of Portfolio Investments for the representative components of the underlying reference instrument and their relative weightings.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA TELECOMMUNICATIONS LTL :: 101

Investments	Shares		Value
Common Stocks (a) — 75.9%
Electric Utilities — 45.9%
ALLETE, Inc.		872	$	54,081
Alliant Energy Corp.		3,914		249,792
American Electric Power Co., Inc.		7,879		803,894
Avangrid, Inc.		1,090		51,873
Constellation Energy Corp.		5,104		316,856
Duke Energy Corp.		12,025		1,353,053
Edison International		5,940		415,265
Entergy Corp.		3,142		378,045
Evergy, Inc.		3,585		250,735
Eversource Energy		5,375		496,220
Exelon Corp.		15,312		752,585
FirstEnergy Corp.		8,917		383,074
Hawaiian Electric Industries, Inc.		1,709		73,778
IDACORP, Inc.		790		86,126
NextEra Energy, Inc.		30,663		2,320,883
NRG Energy, Inc.		3,829		176,287
PG&E Corp.* (b)		23,609		288,030
Pinnacle West Capital Corp.		1,762		136,819
PNM Resources, Inc.		1,342		63,785
Portland General Electric Co.		1,398		68,852
PPL Corp.		11,736		354,193
Southern Co. (The)		16,570		1,253,686
Xcel Energy, Inc.		8,421		634,438
				10,962,350
Gas Utilities — 3.3%
Atmos Energy Corp.		2,117		246,228
National Fuel Gas Co.		1,431		105,221
New Jersey Resources Corp.		1,502		68,972
ONE Gas, Inc.		838		72,923
Southwest Gas Holdings, Inc.		1,030		95,924
Spire, Inc.		809		63,345
UGI Corp.		3,280		140,187
				792,800
Independent Power and Renewable Electricity Producers — 2.1%
AES Corp. (The)		10,423		229,723
Clearway Energy, Inc., Class A		541		17,615
Clearway Energy, Inc., Class C, Class C (b)		1,278		44,794
Vistra Corp.		7,545		198,962
				491,094
Multi-Utilities — 22.1%
Ameren Corp.		4,027		383,330
Avista Corp.		1,108		48,131
Black Hills Corp.		998		76,507
CenterPoint Energy, Inc.		9,831		315,084
CMS Energy Corp.		4,531		321,882
Consolidated Edison, Inc.		5,533		549,206
Dominion Energy, Inc.		12,667		1,066,815

Investments	Shares		Value
Common Stocks (a) (continued)
DTE Energy Co.		3,029	$	401,979
NiSource, Inc.		6,141		193,134
NorthWestern Corp.		845		51,773
Public Service Enterprise Group, Inc.		7,906		541,877
Sempra Energy		4,992		817,989
WEC Energy Group, Inc.		4,932		518,205
				5,285,912
Water Utilities — 2.5%
American Water Works Co., Inc.		2,841		429,701
Essential Utilities, Inc.		3,598		166,444
				596,145
Total Common Stocks (Cost $16,826,839)				18,128,301
	Principal Amount
Short-Term Investments — 16.4%
Repurchase Agreements (c) — 16.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $3,924,540 (Cost $3,924,461)	$	3,924,461		3,924,461
Total Investments — 92.3% (Cost $20,751,300)				22,052,762
Other assets less liabilities — 7.7%				1,827,391
Net Assets — 100.0%			$	23,880,153

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $4,876,305.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $82,234, collateralized in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 5.50%, and maturity dates ranging from June 30, 2022 - May 15, 2051. The total value of collateral is $86,941.

(c)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	3,209,995
Aggregate gross unrealized depreciation		(340,664	)
Net unrealized appreciation	$	2,869,331
Federal income tax cost	$	20,754,596

See accompanying notes to the financial statements.

102 :: UPW ULTRA UTILITIES :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Swap Agreements^a

Ultra Utilities had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciationd ($)		Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	12,589,126	11/7/2022	Bank of America NA		1.03	%	Dow Jones U.S. UtilitiesSM Indexf		626,821		(597,044	)		—			29,777
	812,284	11/7/2022	Morgan Stanley & Co. International plc		1.43	%	Dow Jones U.S. UtilitiesSM Indexf		146,761		—			(128,000	)		18,761
	5,197,084	4/10/2023	Societe Generale		1.38	%	Dow Jones U.S. UtilitiesSM Indexf		311,878		(231,170	)		—			80,708
	11,044,946	11/6/2023	UBS AG		1.18	%	Dow Jones U.S. UtilitiesSM Indexf		485,705		—			(450,000	)		35,705
	29,643,440								1,571,165
							Total Unrealized Appreciation		1,571,165

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  See the Common Stocks section of the preceding Schedule of Portfolio Investments for the representative components of the underlying reference instrument and their relative weightings.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRA UTILITIES UPW :: 103

Investments	Shares		Value
Common Stocks (a) — 82.6%
Aerospace & Defense — 2.2%
Boeing Co. (The)*		114,150	$	14,999,310
Banks — 2.2%
JPMorgan Chase & Co.		114,149		15,093,922
Beverages — 1.0%
Coca-Cola Co. (The)		114,156		7,235,207
Biotechnology — 4.2%
Amgen, Inc.		114,153		29,307,641
Capital Markets — 5.4%
Goldman Sachs Group, Inc. (The)		114,153		37,310,908
Chemicals — 1.1%
Dow, Inc.		114,156		7,760,325
Communications Equipment — 0.7%
Cisco Systems, Inc.		114,154		5,142,638
Consumer Finance — 2.8%
American Express Co.		114,153		19,271,310
Diversified Telecommunication Services — 0.8%
Verizon Communications, Inc.		114,157		5,855,113
Entertainment — 1.8%
Walt Disney Co. (The)*		114,152		12,606,947
Food & Staples Retailing — 2.8%
Walgreens Boots Alliance, Inc.		114,149		5,003,151
Walmart, Inc.		114,158		14,684,143
				19,687,294
Health Care Providers & Services — 8.2%
UnitedHealth Group, Inc.		114,153		56,708,927
Hotels, Restaurants & Leisure — 4.2%
McDonald's Corp.		114,153		28,790,528
Household Products — 2.4%
Procter & Gamble Co. (The)		114,158		16,881,685

Investments	Shares		Value
Common Stocks (a) (continued)
Industrial Conglomerates — 5.7%
3M Co.		114,151	$	17,041,603
Honeywell International, Inc.		114,243		22,119,729
				39,161,332
Insurance — 3.0%
Travelers Cos., Inc. (The)		114,154		20,438,132
IT Services — 5.8%
International Business Machines Corp.		114,154		15,849,141
Visa, Inc., Class A (b)		114,153		24,219,842
				40,068,983
Machinery — 3.6%
Caterpillar, Inc.		114,153		24,639,925
Oil, Gas & Consumable Fuels — 2.9%
Chevron Corp.		114,157		19,938,662
Pharmaceuticals — 4.5%
Johnson & Johnson		114,198		20,501,967
Merck & Co., Inc.		114,155		10,505,685
				31,007,652
Semiconductors & Semiconductor Equipment — 0.7%
Intel Corp.		114,154		5,070,721
Software — 7.1%
Microsoft Corp.		114,153		31,034,776
Salesforce, Inc.*		114,151		18,291,556
				49,326,332
Specialty Retail — 5.0%
Home Depot, Inc. (The)		114,185		34,569,509
Technology Hardware, Storage & Peripherals — 2.5%
Apple, Inc.		114,156		16,990,979
Textiles, Apparel & Luxury Goods — 2.0%
NIKE, Inc., Class B		114,155		13,567,322
Total Common Stocks (Cost $655,949,344)				571,431,304

See accompanying notes to the financial statements.

104 :: UDOW ULTRAPRO DOW30SM :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 21.8%
Repurchase Agreements (c) — 21.8%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $150,847,596 (Cost $150,844,557)	$	150,844,557	$	150,844,557
Total Investments — 104.4% (Cost $806,793,901)				722,275,861
Liabilities in excess of other assets — (4.4%)				(30,552,376	)
Net Assets — 100.0%			$	691,723,485

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $286,459,503.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was

$799,032, collateralized in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 3.75%, and maturity dates ranging from June 15, 2022 - February 15, 2051. The total value of collateral is $820,485.

(c)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	64,363,721
Aggregate gross unrealized depreciation		(197,328,617	)
Net unrealized depreciation	$	(132,964,896	)
Federal income tax cost	$	814,652,503

Futures Contracts Purchased

UltraPro Dow30^SM had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
DJIA CBOT E-Mini Index		351	6/17/2022	USD	$	57,864,105	$	1,457,212

Swap Agreements^a

UltraPro Dow30^SM had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	263,657,039	5/8/2023	Bank of America NA		1.23	%	Dow Jones Industrial AverageSM		(31,769,929	)		15,669,909			16,100,020			—
	30,416,891	11/6/2023	Barclays Capital		1.43	%	Dow Jones Industrial AverageSM		(177,642	)		—			—			(177,642	)
	229,875,156	5/8/2023	BNP Paribas SA		1.43	%	Dow Jones Industrial AverageSM		(14,776,309	)		11,460,695			3,315,614			—
	117,708,748	11/7/2022	Citibank NA		1.49	%	Dow Jones Industrial AverageSM		36,686,695			—			(36,686,695	)		—
	159,408,260	11/6/2023	Morgan Stanley & Co. International plc		1.38	%	Dow Jones Industrial AverageSM		(13,545,981	)		12,972,178			573,803			—
	382,916,323	4/10/2023	Societe Generale		1.23	%	Dow Jones Industrial AverageSM		16,148,766			(16,078,761	)		(70,005	)		—

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO DOW30SM UDOW :: 105

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	261,743,612	3/7/2023	UBS AG		1.33	%	Dow Jones Industrial AverageSM		(34,611,066	)		34,603,378		7,688		—
	1,445,726,029								(42,045,466	)
							Total Unrealized Appreciation		52,835,461
							Total Unrealized Depreciation		(94,880,927	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

106 :: UDOW ULTRAPRO DOW30SM :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

	Percentage of Net Assets			Shares		Value
Common Stocks (a) — 84.7%
AECOM (Construction & Engineering)		0.4	%		1,657	$	115,741
Alcoa Corp. (Metals & Mining)		0.4	%		2,159		133,254
Alleghany Corp.* (Insurance)		0.5	%		162		135,072
American Campus Communities, Inc. (Equity Real Estate Investment Trusts (REITs))		0.4	%		1,633		106,145
American Financial Group, Inc. (Insurance)		0.4	%		776		109,649
Arrow Electronics, Inc.* (Electronic Equipment, Instruments & Components)		0.3	%		799		96,399
Builders FirstSource, Inc.* (Building Products)		0.5	%		2,246		146,192
Carlisle Cos., Inc. (Building Products)		0.5	%		614		156,220
Cleveland-Cliffs, Inc.* (Metals & Mining)		0.4	%		5,608		129,993
Cognex Corp. (Electronic Equipment, Instruments & Components)		0.3	%		2,075		100,472
Darling Ingredients, Inc.* (Food Products)		0.5	%		1,896		151,813
East West Bancorp, Inc. (Banks)		0.4	%		1,664		122,371
EQT Corp. (Oil, Gas & Consumable Fuels)		0.6	%		3,528		168,356
Essential Utilities, Inc. (Water Utilities)		0.4	%		2,697		124,763
Fair Isaac Corp.* (Software)		0.4	%		309		126,551
First Horizon Corp. (Banks)		0.5	%		6,264		143,007
Graco, Inc. (Machinery)		0.4	%		1,992		126,094
Hubbell, Inc. (Electrical Equipment)		0.4	%		638		121,131
Jabil, Inc. (Electronic Equipment, Instruments & Components)		0.4	%		1,683		103,538
Jazz Pharmaceuticals plc* (Pharmaceuticals)		0.4	%		720		107,770
Jones Lang LaSalle, Inc.* (Real Estate Management & Development)		0.4	%		592		116,813
Knight-Swift Transportation Holdings, Inc. (Road & Rail)		0.3	%		1,945		94,605
Lamar Advertising Co., Class A (Equity Real Estate Investment Trusts (REITs))		0.3	%		1,018		99,713
Lear Corp. (Auto Components)		0.3	%		701		98,813
Life Storage, Inc. (Equity Real Estate Investment Trusts (REITs))		0.4	%		960		112,090
Lithia Motors, Inc. (Specialty Retail)		0.4	%		356		108,391

	Percentage of Net Assets			Shares		Value
Common Stocks (a) (continued)
Mattel, Inc.* (Leisure Products)		0.3	%		4,111	$	103,268
Medical Properties Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		0.4	%		7,000		130,060
Middleby Corp. (The)* (Machinery)		0.3	%		654		99,055
Neurocrine Biosciences, Inc.* (Biotechnology)		0.4	%		1,111		103,868
OGE Energy Corp. (Electric Utilities)		0.3	%		2,347		96,931
Olin Corp. (Chemicals)		0.4	%		1,654		108,817
Owens Corning (Building Products)		0.4	%		1,179		112,689
Range Resources Corp.* (Oil, Gas & Consumable Fuels)		0.3	%		2,928		99,406
Regal Rexnord Corp. (Electrical Equipment)		0.3	%		795		99,335
Reinsurance Group of America, Inc. (Insurance)		0.3	%		788		99,170
Reliance Steel & Aluminum Co. (Metals & Mining)		0.5	%		735		142,884
Repligen Corp.* (Life Sciences Tools & Services)		0.3	%		604		99,340
Rexford Industrial Realty, Inc. (Equity Real Estate Investment Trusts (REITs))		0.4	%		1,880		120,076
RPM International, Inc. (Chemicals)		0.5	%		1,521		134,000
Service Corp. International (Diversified Consumer Services)		0.5	%		1,936		135,578
Steel Dynamics, Inc. (Metals & Mining)		0.6	%		2,211		188,775
Targa Resources Corp. (Oil, Gas & Consumable Fuels)		0.7	%		2,685		193,374
Toro Co. (The) (Machinery)		0.3	%		1,231		101,545
UGI Corp. (Gas Utilities)		0.4	%		2,461		105,183
United Therapeutics Corp.* (Biotechnology)		0.4	%		527		121,389
Watsco, Inc. (Trading Companies & Distributors)		0.3	%		387		98,929
Webster Financial Corp. (Banks)		0.3	%		2,109		103,531
Williams-Sonoma, Inc. (Specialty Retail)		0.4	%		857		109,627
Wolfspeed, Inc.*(b) (Semiconductors & Semiconductor Equipment)		0.4	%		1,451		109,159
Other Common Stocks (b)		64.7	%		414,630		19,263,967
Total Common Stocks (Cost $28,398,232)							25,234,912

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO MIDCAP400 UMDD :: 107

	Percentage of Net Assets			Shares		Value
Securities Lending Reinvestments (c) — 0.0% (d)
Investment Companies — 0.0% (d)
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $9,835)		0.0	%		9,835	$	9,835
				Principal Amount
Short-Term Investments — 37.1%
Repurchase Agreements (e) — 37.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $11,048,586 (Cost $11,048,363)				$	11,048,363		11,048,363
Total Investments — 121.8% (Cost $39,456,430)							36,293,110
Liabilities in excess of other assets — (21.8%)							(6,494,500	)
Net Assets — 100.0%						$	29,798,610

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $19,242,486.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $70,921, collateralized in the form of cash with a value of $9,835 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $63,405 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 5.50%, and maturity dates ranging from June 15, 2022 - November 15, 2051. The total value of collateral is $73,240.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $9,835.

(d)  Represents less than 0.05% of net assets.

(e)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,140,835
Aggregate gross unrealized depreciation		(19,132,201	)
Net unrealized depreciation	$	(17,991,366	)
Federal income tax cost	$	40,216,049

Futures Contracts Purchased

UltraPro MidCap400 had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
S&P Midcap 400 E-Mini Index		8	6/17/2022	USD	$	2,010,560	$	18,946

Swap Agreements^a

UltraPro MidCap400 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	11,331,689	5/8/2023	Bank of America NA		1.23	%	S&P MidCap 400®		(2,200,932	)		—		2,200,932		—
	1,948,970	5/8/2023	BNP Paribas SA		1.28	%	S&P MidCap 400®		(1,415,505	)		—		1,415,505		—
	3,128,411	4/10/2023	Citibank NA		1.23	%	S&P MidCap 400®		(885,866	)		—		885,866		—
	721,748	4/10/2023	Credit Suisse International		1.33	%	S&P MidCap 400®		(109,619	)		—		45,381		(64,238	)
	7,759,456	3/7/2023	Goldman Sachs International		1.33	%	S&P MidCap 400®		(1,255,413	)		823,839		431,574		—

See accompanying notes to the financial statements.

108 :: UMDD ULTRAPRO MIDCAP400 :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	22,665,892	11/7/2022	Morgan Stanley & Co. International plc		1.38	%	S&P MidCap 400®		(3,297,193	)		2,371,679		925,514		—
	7,390,997	3/7/2023	Societe Generale		1.10	%	S&P MidCap 400®		(3,744,710	)		3,715,506		29,204		—
	7,199,872	3/7/2023	UBS AG		1.18	%	S&P MidCap 400®		(1,178,135	)		790,935		387,200		—
	62,147,035								(14,087,373	)
							Total Unrealized Depreciation		(14,087,373	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

UltraPro MidCap400 invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Aerospace & Defense	1.1	%
Air Freight & Logistics	0.2	%
Airlines	0.1	%
Auto Components	1.2	%
Automobiles	0.4	%
Banks	5.9	%
Beverages	0.1	%
Biotechnology	1.4	%
Building Products	2.1	%
Capital Markets	1.7	%
Chemicals	2.5	%
Commercial Services & Supplies	1.3	%
Communications Equipment	0.8	%
Construction & Engineering	1.5	%
Construction Materials	0.2	%
Consumer Finance	0.4	%
Containers & Packaging	0.7	%
Diversified Consumer Services	0.9	%
Diversified Financial Services	0.3	%
Diversified Telecommunication Services	0.2	%
Electric Utilities	1.0	%
Electrical Equipment	1.6	%

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO MIDCAP400 UMDD :: 109

Electronic Equipment, Instruments & Components	2.7	%
Energy Equipment & Services	0.5	%
Entertainment	0.1	%
Equity Real Estate Investment Trusts (REITs)	7.5	%
Food & Staples Retailing	1.1	%
Food Products	1.6	%
Gas Utilities	1.4	%
Health Care Equipment & Supplies	2.5	%
Health Care Providers & Services	2.1	%
Hotels, Restaurants & Leisure	2.3	%
Household Durables	1.3	%
Household Products	0.1	%
Insurance	3.6	%
Interactive Media & Services	0.3	%
IT Services	1.9	%
Leisure Products	1.1	%
Life Sciences Tools & Services	1.3	%
Machinery	3.7	%
Marine	0.2	%
Media	0.8	%
Metals & Mining	2.8	%
Multiline Retail	0.7	%
Multi-Utilities	0.3	%
Oil, Gas & Consumable Fuels	3.3	%
Paper & Forest Products	0.2	%
Personal Products	0.3	%
Pharmaceuticals	0.6	%
Professional Services	1.5	%
Real Estate Management & Development	0.4	%
Road & Rail	1.5	%
Semiconductors & Semiconductor Equipment	2.9	%
Software	2.8	%
Specialty Retail	2.6	%
Technology Hardware, Storage & Peripherals	0.1	%
Textiles, Apparel & Luxury Goods	1.3	%
Thrifts & Mortgage Finance	0.5	%
Trading Companies & Distributors	0.8	%
Water Utilities	0.4	%
Othera	15.3	%
	100.0	%

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

110 :: UMDD ULTRAPRO MIDCAP400 :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Common Stocks (a) — 81.1%
Automobiles — 3.5%
Lucid Group, Inc.*(b)		1,570,890	$	31,700,560
Tesla, Inc.*		591,683		448,649,552
				480,350,112
Beverages — 2.3%
Keurig Dr Pepper, Inc.		1,347,015		46,795,301
Monster Beverage Corp.*		502,959		44,823,706
PepsiCo, Inc.		1,314,344		220,481,206
				312,100,213
Biotechnology — 3.3%
Amgen, Inc.		529,119		135,846,012
Biogen, Inc.*		139,690		27,938,000
Gilead Sciences, Inc.		1,190,941		77,232,524
Moderna, Inc.*		382,865		55,641,771
Regeneron Pharmaceuticals, Inc.*		101,341		67,365,416
Seagen, Inc.*		174,513		23,677,924
Vertex Pharmaceuticals, Inc.*		241,816		64,963,868
				452,665,515
Commercial Services & Supplies — 0.5%
Cintas Corp.		98,415		39,201,647
Copart, Inc.*		225,382		25,813,000
				65,014,647
Communications Equipment — 1.3%
Cisco Systems, Inc.		3,946,739		177,800,592
Electric Utilities — 1.1%
American Electric Power Co., Inc.		478,940		48,866,248
Constellation Energy Corp.		310,231		19,259,117
Exelon Corp.		931,066		45,761,894
Xcel Energy, Inc.		516,954		38,947,315
				152,834,574
Entertainment — 1.4%
Activision Blizzard, Inc.		740,213		57,647,788
Electronic Arts, Inc.		267,082		37,030,919
NetEase, Inc., ADR		198,946		20,636,669
Netflix, Inc.*		421,786		83,277,428
				198,592,804
Food & Staples Retailing — 1.7%
Costco Wholesale Corp.		421,368		196,450,189
Walgreens Boots Alliance, Inc.		820,231		35,950,725
				232,400,914

Investments	Shares		Value
Common Stocks (a) (continued)
Food Products — 0.9%
Kraft Heinz Co. (The)		1,162,481	$	43,976,656
Mondelez International, Inc., Class A		1,318,984		83,834,623
				127,811,279
Health Care Equipment & Supplies — 1.1%
Align Technology, Inc.*		74,752		20,754,145
Dexcom, Inc.*		92,053		27,426,271
IDEXX Laboratories, Inc.*		79,957		31,312,760
Intuitive Surgical, Inc.*		339,865		77,366,869
				156,860,045
Hotels, Restaurants & Leisure — 2.0%
Airbnb, Inc., Class A*		352,672		42,627,465
Booking Holdings, Inc.*		38,936		87,355,252
Marriott International, Inc., Class A		310,110		53,208,674
Starbucks Corp.		1,092,796		85,784,486
				268,975,877
Industrial Conglomerates — 0.9%
Honeywell International, Inc.		651,763		126,194,352
Interactive Media & Services — 9.1%
Alphabet, Inc., Class A*		172,343		392,121,687
Alphabet, Inc., Class C*		180,738		412,223,616
Baidu, Inc., ADR*		229,834		32,257,202
Match Group, Inc.*		270,873		21,339,375
Meta Platforms, Inc., Class A*		1,979,916		383,390,934
				1,241,332,814
Internet & Direct Marketing Retail — 6.0%
Amazon.com, Inc.*		291,347		700,453,544
eBay, Inc.		558,123		27,163,846
JD.com, Inc., ADR		566,712		31,803,878
MercadoLibre, Inc.*		47,875		37,624,005
Pinduoduo, Inc., ADR*		420,149		21,154,502
				818,199,775
IT Services — 2.6%
Automatic Data Processing, Inc.		399,086		88,972,233
Cognizant Technology Solutions Corp., Class A		498,194		37,215,092
Fiserv, Inc.*		619,435		62,054,998
Okta, Inc.*		141,053		11,714,452
Paychex, Inc.		342,587		42,422,548
PayPal Holdings, Inc.*		1,106,563		94,290,233
VeriSign, Inc.*		104,696		18,274,687
				354,944,243

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO QQQ TQQQ :: 111

Investments	Shares		Value
Common Stocks (a) (continued)
Life Sciences Tools & Services — 0.3%
Illumina, Inc.*		149,074	$	35,700,241
Machinery — 0.2%
PACCAR, Inc.		330,173		28,672,223
Media — 2.2%
Charter Communications, Inc., Class A*		164,164		83,219,656
Comcast Corp., Class A		4,297,332		190,285,861
Sirius XM Holdings, Inc. (b)		3,750,735		24,004,704
				297,510,221
Multiline Retail — 0.2%
Dollar Tree, Inc.*		213,754		34,271,179
Pharmaceuticals — 0.3%
AstraZeneca plc, ADR		541,947		36,028,637
Professional Services — 0.2%
Verisk Analytics, Inc.		153,122		26,784,100
Road & Rail — 0.7%
CSX Corp.		2,083,958		66,249,025
Old Dominion Freight Line, Inc.		108,869		28,114,330
				94,363,355
Semiconductors & Semiconductor Equipment — 13.3%
Advanced Micro Devices, Inc.*		1,546,048		157,480,449
Analog Devices, Inc.		497,188		83,726,459
Applied Materials, Inc.		839,197		98,429,416
ASML Holding NV, NYRS		78,770		45,394,363
Broadcom, Inc.		389,258		225,820,244
Intel Corp.		3,868,575		171,842,102
KLA Corp.		143,213		52,251,263
Lam Research Corp.		132,444		68,874,853
Marvell Technology, Inc.		801,489		47,408,074
Microchip Technology, Inc.		528,267		38,378,598
Micron Technology, Inc.		1,064,140		78,576,098
NVIDIA Corp.		2,013,217		375,907,878
NXP Semiconductors NV		249,392		47,324,626
QUALCOMM, Inc.		1,070,811		153,361,551

Investments	Shares		Value
Common Stocks (a) (continued)
Skyworks Solutions, Inc.		155,758	$	16,957,374
Texas Instruments, Inc.		877,546		155,115,031
				1,816,848,379
Software — 13.8%
Adobe, Inc.*		448,606		186,835,427
ANSYS, Inc.*		83,020		21,615,087
Atlassian Corp. plc, Class A*		134,311		23,816,026
Autodesk, Inc.*		209,093		43,439,071
Cadence Design Systems, Inc.*		263,323		40,480,645
Crowdstrike Holdings, Inc., Class A*		197,831		31,650,982
Datadog, Inc., Class A*		251,220		23,963,876
DocuSign, Inc.*		187,904		15,767,025
Fortinet, Inc.*		152,730		44,924,002
Intuit, Inc.		268,888		111,443,320
Microsoft Corp.		4,292,993		1,167,136,007
Palo Alto Networks, Inc.*		93,670		47,095,403
Splunk, Inc.*		150,980		15,484,509
Synopsys, Inc.*		145,492		46,441,046
Workday, Inc., Class A*		186,225		29,106,967
Zoom Video Communications, Inc., Class A*		230,317		24,747,562
Zscaler, Inc.*		133,103		20,376,738
				1,894,323,693
Specialty Retail — 0.5%
O'Reilly Automotive, Inc.*		63,163		40,245,569
Ross Stores, Inc.		335,643		28,536,368
				68,781,937
Technology Hardware, Storage & Peripherals — 10.1%
Apple, Inc.		9,344,889		1,390,893,279
Textiles, Apparel & Luxury Goods — 0.2%
Lululemon Athletica, Inc.*		117,455		34,377,904
Trading Companies & Distributors — 0.2%
Fastenal Co.		546,763		29,284,626
Wireless Telecommunication Services — 1.2%
T-Mobile US, Inc.*		1,186,726		158,178,709
Total Common Stocks (Cost $13,249,770,510)				11,112,096,239

See accompanying notes to the financial statements.

112 :: TQQQ ULTRAPRO QQQ :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Shares		Value
Securities Lending Reinvestments (c) — 0.3%
Investment Companies — 0.3%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $43,716,530)		43,716,530	$	43,716,530
	Principal Amount
Short-Term Investments — 48.6%
Repurchase Agreements (d) — 14.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $1,925,507,220 (Cost $1,925,468,443)	$	1,925,468,443		1,925,468,443
U.S. Treasury Obligations — 34.5%
U.S. Treasury Bills
0.37%, 6/2/2022 (e)		575,000,000		574,991,772
0.37%, 6/7/2022 (e)		250,000,000		249,979,583
0.33%, 6/9/2022 (e)		500,000,000		499,941,110
0.42%, 6/16/2022 (e)		550,000,000		549,867,367
0.48%, 6/21/2022 (e)		550,000,000		549,819,721
0.44%, 6/23/2022 (b)(e)		550,000,000		549,808,837
0.56%, 6/30/2022 (e)		550,000,000		549,698,721
0.71%, 7/5/2022 (e)		300,000,000		299,808,750
0.07%, 7/14/2022 (e)		500,000,000		499,505,700
0.65%, 8/18/2022 (e)		250,000,000		249,434,635
0.51%, 11/3/2022 (e)		100,000,000		99,389,257
0.69%, 12/29/2022 (e)		55,000,000		54,490,637
Total U.S. Treasury Obligations (Cost $4,728,267,847)				4,726,736,090
Total Short-Term Investments (Cost $6,653,736,290)				6,652,204,533
Total Investments — 130.0% (Cost $19,947,223,330)				17,808,017,302
Liabilities in excess of other assets — (30.0%)				(4,110,838,245	)
Net Assets — 100.0%			$	13,697,179,057

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $10,256,986,195.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $63,192,536, collateralized in the form of cash with a value of $43,716,530 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $21,788,836 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 7.13%, and maturity dates ranging from June 15, 2022 - May 15, 2052. The total value of collateral is $65,505,366.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $43,716,530.

(d)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(e)  The rate shown was the current yield as of May 31, 2022.

Abbreviations

ADR  American Depositary Receipt

NYRS  New York Registry Shares

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	279,969,119
Aggregate gross unrealized depreciation		(9,087,494,740	)
Net unrealized depreciation	$	(8,807,525,621	)
Federal income tax cost	$	20,442,609,715

Futures Contracts Purchased

UltraPro QQQ had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
NASDAQ 100 E-Mini Index		6,194	6/17/2022	USD	$	1,566,648,420	$	16,912,746

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO QQQ TQQQ :: 113

Swap Agreements^a

UltraPro QQQ had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	2,521,959,887	5/8/2023	Bank of America NA		1.43	%	NASDAQ-100 Index®		(1,144,977,163	)		957,847,163			187,130,000			—
	3,983,652,131	4/17/2023	Barclays Capital		1.43	%	NASDAQ-100 Index®		(167,052,290	)		—			167,052,290			—
	1,918,135,265	5/8/2023	BNP Paribas SA		1.48	%	NASDAQ-100 Index®		(1,232,786,697	)		1,062,377,187			170,409,510			—
	3,139,083,998	2/6/2023	Citibank NA		1.49	%	NASDAQ-100 Index®		(904,952,384	)		904,938,263			14,121			—
	1,577,329,533	11/7/2022	Credit Suisse International		1.43	%	NASDAQ-100 Index®		(181,740,905	)		—			181,740,905			—
	3,523,985,375	4/8/2024	Goldman Sachs International		1.53	%	NASDAQ-100 Index®		113,630,397			(113,630,397	)		—			—
	2,656,054,642	5/8/2023	J.P. Morgan Securities		1.23	%	NASDAQ-100 Index®		(932,083,505	)		366,873,768			565,209,737			—
	1,664,673,802	4/10/2023	Morgan Stanley & Co. International plc		1.38	%	NASDAQ-100 Index®		(747,224,411	)		465,785,693			281,438,718			—
	3,635,526,623	11/6/2023	Societe Generale		1.68	%	NASDAQ-100 Index®		29,199,812			(29,114,240	)		(85,572	)		—
	3,793,464,378	11/7/2022	UBS AG		1.63	%	NASDAQ-100 Index®		(1,021,858,808	)		935,883,296			85,975,512			—
	28,413,865,634								(6,189,845,954	)
							Total Unrealized Appreciation		142,830,209
							Total Unrealized Depreciation		(6,332,676,163	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

114 :: TQQQ ULTRAPRO QQQ :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

	Percentage of Net Assets			Shares		Value
Common Stocks (a) — 82.1%
AMC Entertainment Holdings, Inc., Class A*(b) (Entertainment)		0.2	%		45,080	$	646,447
Antero Resources Corp.* (Oil, Gas & Consumable Fuels)		0.4	%		25,026		1,073,115
Avis Budget Group, Inc.* (Road & Rail)		0.2	%		3,629		690,526
Biohaven Pharmaceutical Holding Co. Ltd.* (Biotechnology)		0.3	%		4,882		701,690
BJ's Wholesale Club Holdings, Inc.* (Food & Staples Retailing)		0.3	%		11,990		693,861
Chart Industries, Inc.* (Machinery)		0.2	%		3,189		560,881
Chesapeake Energy Corp. (Oil, Gas & Consumable Fuels)		0.4	%		9,175		893,461
CMC Materials, Inc. (Semiconductors & Semiconductor Equipment)		0.2	%		2,477		438,280
EastGroup Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		0.2	%		3,523		569,141
EMCOR Group, Inc. (Construction & Engineering)		0.2	%		4,667		492,975
First Financial Bankshares, Inc. (b) (Banks)		0.2	%		11,356		468,321
Glacier Bancorp, Inc. (Banks)		0.2	%		9,635		466,430
Halozyme Therapeutics, Inc.* (Biotechnology)		0.2	%		12,117		557,140
HealthEquity, Inc.* (Health Care Providers & Services)		0.2	%		7,165		448,386
Helmerich & Payne, Inc. (Energy Equipment & Services)		0.2	%		8,997		452,999
II-VI, Inc.*(b) (Electronic Equipment, Instruments & Components)		0.2	%		9,257		578,562
Independence Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		0.2	%		19,328		454,401
KBR, Inc. (Professional Services)		0.2	%		12,376		615,830
Lattice Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		0.2	%		11,861		617,009
LHC Group, Inc.* (Health Care Providers & Services)		0.2	%		2,663		443,815
Light & Wonder, Inc.* (Hotels, Restaurants & Leisure)		0.2	%		8,415		444,312
Livent Corp.*(b) (Chemicals)		0.2	%		14,177		450,687
Macy's, Inc. (Multiline Retail)		0.2	%		26,379		623,863
Matador Resources Co. (Oil, Gas & Consumable Fuels)		0.2	%		9,693		590,304

	Percentage of Net Assets			Shares		Value
Common Stocks (a) (continued)
Murphy Oil Corp. (Oil, Gas & Consumable Fuels)		0.2	%		12,823	$	543,952
Murphy USA, Inc. (Specialty Retail)		0.2	%		2,043		508,952
Ovintiv, Inc. (Oil, Gas & Consumable Fuels)		0.5	%		22,935		1,284,131
PDC Energy, Inc. (Oil, Gas & Consumable Fuels)		0.2	%		8,535		675,460
Performance Food Group Co.* (Food & Staples Retailing)		0.2	%		13,263		574,818
Power Integrations, Inc. (Semiconductors & Semiconductor Equipment)		0.2	%		5,142		433,882
Range Resources Corp.* (Oil, Gas & Consumable Fuels)		0.3	%		20,927		710,472
RBC Bearings, Inc.*(b) (Machinery)		0.2	%		2,453		457,215
Rogers Corp.* (Electronic Equipment, Instruments & Components)		0.2	%		1,638		434,692
Saia, Inc.* (Road & Rail)		0.2	%		2,317		457,816
Sailpoint Technologies Holdings, Inc.* (Software)		0.2	%		7,982		506,378
Shockwave Medical, Inc.* (Health Care Equipment & Supplies)		0.2	%		2,951		484,584
Silicon Laboratories, Inc.* (Semiconductors & Semiconductor Equipment)		0.2	%		3,312		494,018
SM Energy Co. (Oil, Gas & Consumable Fuels)		0.2	%		10,504		507,028
SouthState Corp. (Banks)		0.2	%		6,734		544,242
Southwest Gas Holdings, Inc. (Gas Utilities)		0.2	%		5,758		536,243
Southwestern Energy Co.* (Oil, Gas & Consumable Fuels)		0.3	%		88,880		810,586
STAG Industrial, Inc. (Equity Real Estate Investment Trusts (REITs))		0.2	%		15,674		521,944
Synaptics, Inc.* (Semiconductors & Semiconductor Equipment)		0.2	%		3,465		513,236
Tenet Healthcare Corp.* (Health Care Providers & Services)		0.2	%		9,286		600,897
Tetra Tech, Inc. (Commercial Services & Supplies)		0.2	%		4,712		635,979
Texas Roadhouse, Inc. (Hotels, Restaurants & Leisure)		0.2	%		6,139		478,658
United Bankshares, Inc. (Banks)		0.2	%		11,534		433,217
Valley National Bancorp (Banks)		0.2	%		35,026		445,180

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO RUSSELL2000 URTY :: 115

	Percentage of Net Assets			Shares		Value
Common Stocks (a) (continued)
WESCO International, Inc.* (Trading Companies & Distributors)		0.2	%		3,886	$	488,004
WillScot Mobile Mini Holdings Corp.* (Construction & Engineering)		0.2	%		18,233		651,465
Other Common Stocks (b)		71.0	%		9,268,839		184,352,404
Total Common Stocks (Cost $269,613,647)							213,057,889
				No. of Rights
Rights — 0.0% (c)
Contra Aduro Biotech I, CVR*(d)(e)		0.0	%		899		—
Contraf-Nicotex-Tobacco GmbH*(d)(e)		0.0	%		1,074		537
Oncternal Therapeutics, Inc., CVR*(d)(e)		0.0	%		23		—
Tobira Therapeutics, Inc., CVR*(d)(e)		0.0	%		218		—
Zogenix, Inc., CVR*(d)(e)		0.0	%		6,278		4,269
Total Rights (Cost $2,659)							4,806
				Shares
Securities Lending Reinvestments (f) — 1.9%
Investment Companies — 1.9%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $4,869,345)		1.9	%		4,869,345		4,869,345
				Principal Amount
Short-Term Investments — 19.4%
Repurchase Agreements (g) — 19.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $50,205,251 (Cost $50,204,239)				$	50,204,239		50,204,239
Total Investments — 103.4% (Cost $324,689,890)							268,136,279
Liabilities in excess of other assets — (3.4%)							(8,697,036	)
Net Assets — 100.0%						$	259,439,243

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $68,015,286.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $7,750,898, collateralized in the form of cash with a value of $4,869,345 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $3,402,474 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% - 4.63%, and maturity dates ranging from June 15, 2022 - May 15, 2052. The total value of collateral is $8,271,819.

(c)  Represents less than 0.05% of net assets.

(d)  Illiquid security.

(e)  Security fair valued as of May 31, 2022 in accordance with procedures approved by the Board of Trustees. Total value of all such securities at May 31, 2022 amounted to $4,806, which represents approximately 0.00% of net assets of the Fund.

(f)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $4,869,345.

(g)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Abbreviations

CVR  Contingent Value Rights — No defined expiration

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	10,080,030
Aggregate gross unrealized depreciation		(240,280,520	)
Net unrealized depreciation	$	(230,200,490	)
Federal income tax cost	$	347,738,138

See accompanying notes to the financial statements.

116 :: URTY ULTRAPRO RUSSELL2000 :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Futures Contracts Purchased

UltraPro Russell2000 had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
Russell 2000 E-Mini Index		266	6/17/2022	USD	$	24,763,270	$	808,915

Swap Agreements^a

UltraPro Russell2000 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	110,356,760	5/8/2023	Bank of America NA		1.13	%	Russell 2000® Index		(30,879,445	)		14,214,477			16,664,968		—
	6,466,355	11/6/2023	Barclays Capital		1.33	%	Russell 2000® Index		(47,190	)		—			—		(47,190	)
	30,998,985	5/8/2023	BNP Paribas SA		0.98	%	Russell 2000® Index		(27,807,480	)		—			27,807,480		—
	109,916,847	4/10/2023	Citibank NA		1.12	%	Russell 2000® Index		(47,210,497	)		—			47,210,497		—
	32,861,161	11/7/2022	Credit Suisse International		1.28	%	Russell 2000® Index		(7,856,375	)		1,233,792			6,622,583		—
	83,678,620	4/10/2023	Goldman Sachs International		1.23	%	Russell 2000® Index		4,258,976			(4,258,976	)		—		—
	58,830,967	11/6/2023	Morgan Stanley & Co. International plc		1.28	%	Russell 2000® Index		(12,259,503	)		—			12,259,503		—
	38,882,010	3/7/2023	Societe Generale		1.18	%	Russell 2000® Index		(18,409,551	)		581,732			17,827,819		—
	68,475,509	3/7/2023	UBS AG		0.83	%	Russell 2000® Index		(11,196,481	)		—			11,196,481		—
	540,467,214								(151,407,546	)
							Total Unrealized Appreciation		4,258,976
							Total Unrealized Depreciation		(155,666,522	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO RUSSELL2000 URTY :: 117

UltraPro Russell2000 invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Aerospace & Defense	0.6	%
Air Freight & Logistics	0.3	%
Airlines	0.3	%
Auto Components	1.0	%
Automobiles	0.2	%
Banks	7.6	%
Beverages	0.4	%
Biotechnology	4.8	%
Building Products	1.1	%
Capital Markets	1.3	%
Chemicals	1.8	%
Commercial Services & Supplies	1.5	%
Communications Equipment	0.6	%
Construction & Engineering	1.4	%
Construction Materials	0.1	%
Consumer Finance	0.6	%
Containers & Packaging	0.3	%
Distributors	0.0	%*
Diversified Consumer Services	0.5	%
Diversified Financial Services	0.1	%
Diversified Telecommunication Services	0.5	%
Electric Utilities	0.6	%
Electrical Equipment	0.8	%
Electronic Equipment, Instruments & Components	2.0	%
Energy Equipment & Services	1.2	%
Entertainment	0.5	%
Equity Real Estate Investment Trusts (REITs)	5.8	%
Food & Staples Retailing	1.0	%
Food Products	0.9	%
Gas Utilities	1.1	%
Health Care Equipment & Supplies	2.7	%
Health Care Providers & Services	2.4	%
Health Care Technology	0.6	%
Hotels, Restaurants & Leisure	1.8	%
Household Durables	1.4	%
Household Products	0.2	%
Independent Power and Renewable Electricity Producers	0.3	%
Insurance	1.6	%
Interactive Media & Services	0.4	%
Internet & Direct Marketing Retail	0.3	%
IT Services	1.2	%
Leisure Products	0.4	%
Life Sciences Tools & Services	0.4	%
Machinery	3.0	%
Marine	0.2	%
Media	0.8	%
Metals & Mining	1.2	%
Mortgage Real Estate Investment Trusts (REITs)	1.1	%
Multiline Retail	0.4	%
Multi-Utilities	0.4	%
Oil, Gas & Consumable Fuels	5.6	%
Paper & Forest Products	0.1	%
Personal Products	0.5	%

See accompanying notes to the financial statements.

118 :: URTY ULTRAPRO RUSSELL2000 :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Pharmaceuticals	1.1	%
Professional Services	1.5	%
Real Estate Management & Development	0.5	%
Road & Rail	0.7	%
Semiconductors & Semiconductor Equipment	2.7	%
Software	3.9	%
Specialty Retail	1.8	%
Technology Hardware, Storage & Peripherals	0.2	%
Textiles, Apparel & Luxury Goods	0.5	%
Thrifts & Mortgage Finance	1.2	%
Tobacco	0.1	%
Trading Companies & Distributors	1.5	%
Water Utilities	0.3	%
Wireless Telecommunication Services	0.2	%
Othera	17.9	%
	100.0	%

*  Amount represents less than 0.05%.

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO RUSSELL2000 URTY :: 119

	Percentage of Net Assets			Shares		Value
Common Stocks (a) — 82.5%
Abbott Laboratories (Health Care Equipment & Supplies)		0.5	%		107,375	$	12,612,268
AbbVie, Inc. (Biotechnology)		0.6	%		107,351		15,820,317
Accenture plc, Class A (IT Services)		0.4	%		38,371		11,452,209
Adobe, Inc.* (Software)		0.5	%		28,644		11,929,653
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		0.4	%		99,272		10,111,896
Alphabet, Inc., Class A* (Interactive Media & Services)		1.6	%		18,265		41,557,259
Alphabet, Inc., Class C* (Interactive Media & Services)		1.5	%		16,864		38,463,074
Amazon.com, Inc.* (Internet & Direct Marketing Retail)		2.5	%		26,570		63,879,328
Apple, Inc. (Technology Hardware, Storage & Peripherals)		5.5	%		941,389		140,116,339
AT&T, Inc. (Diversified Telecommunication Services)		0.4	%		433,620		9,231,770
Bank of America Corp. (Banks)		0.6	%		431,639		16,056,971
Berkshire Hathaway, Inc., Class B* (Diversified Financial Services)		1.4	%		111,203		35,137,924
Bristol-Myers Squibb Co. (Pharmaceuticals)		0.4	%		132,356		9,986,260
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		0.6	%		25,067		14,542,119
Chevron Corp. (Oil, Gas & Consumable Fuels)		0.8	%		117,052		20,444,302
Cisco Systems, Inc. (Communications Equipment)		0.4	%		256,103		11,537,440
Coca-Cola Co. (The) (Beverages)		0.6	%		236,055		14,961,166
Comcast Corp., Class A (Media)		0.5	%		274,692		12,163,362
Costco Wholesale Corp. (Food & Staples Retailing)		0.5	%		26,924		12,552,507
Danaher Corp. (Life Sciences Tools & Services)		0.4	%		38,639		10,193,741
Eli Lilly & Co. (Pharmaceuticals)		0.6	%		48,208		15,110,316
Exxon Mobil Corp. (Oil, Gas & Consumable Fuels)		1.0	%		257,069		24,678,624
Home Depot, Inc. (The) (Specialty Retail)		0.7	%		63,402		19,194,955
Intel Corp. (Semiconductors & Semiconductor Equipment)		0.4	%		247,262		10,983,378
Johnson & Johnson (Pharmaceuticals)		1.1	%		159,856		28,698,948

	Percentage of Net Assets			Shares		Value
Common Stocks (a) (continued)
JPMorgan Chase & Co. (Banks)		0.9	%		179,446	$	23,728,145
Linde plc (Chemicals)		0.4	%		31,125		10,105,665
Mastercard, Inc., Class A (IT Services)		0.7	%		52,407		18,754,893
McDonald's Corp. (Hotels, Restaurants & Leisure)		0.4	%		45,374		11,443,777
Merck & Co., Inc. (Pharmaceuticals)		0.5	%		153,383		14,115,837
Meta Platforms, Inc., Class A* (Interactive Media & Services)		1.1	%		140,207		27,149,683
Microsoft Corp. (Software)		4.8	%		455,218		123,760,118
NextEra Energy, Inc. (Electric Utilities)		0.4	%		119,141		9,017,782
NIKE, Inc., Class B (Textiles, Apparel & Luxury Goods)		0.4	%		77,498		9,210,637
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		1.1	%		151,801		28,344,283
PepsiCo, Inc. (Beverages)		0.5	%		84,005		14,091,839
Pfizer, Inc. (Pharmaceuticals)		0.7	%		340,820		18,077,093
Philip Morris International, Inc. (Tobacco)		0.4	%		94,110		9,999,187
Procter & Gamble Co. (The) (Household Products)		0.8	%		145,555		21,524,673
QUALCOMM, Inc. (Semiconductors & Semiconductor Equipment)		0.4	%		68,432		9,800,831
Salesforce, Inc.* (Software)		0.4	%		59,809		9,583,794
Tesla, Inc.* (Automobiles)		1.5	%		50,833		38,544,631
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		0.4	%		56,077		9,912,171
Thermo Fisher Scientific, Inc. (Life Sciences Tools & Services)		0.5	%		23,925		13,579,112
UnitedHealth Group, Inc. (Health Care Providers & Services)		1.1	%		57,188		28,409,855
Verizon Communications, Inc. (Diversified Telecommunication Services)		0.5	%		254,909		13,074,282
Visa, Inc., Class A (IT Services)		0.8	%		100,696		21,364,670
Walmart, Inc. (Food & Staples Retailing)		0.4	%		85,901		11,049,446
Walt Disney Co. (The)* (Entertainment)		0.5	%		110,550		12,209,142
Wells Fargo & Co. (Banks)		0.4	%		235,950		10,799,432
Other Common Stocks (b)		38.6	%		10,511,819		992,797,061
Total Common Stocks (Cost $2,389,695,638)							2,121,864,165

See accompanying notes to the financial statements.

120 :: UPRO ULTRAPRO S&P500® :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

	Percentage of Net Assets			Shares		Value
Securities Lending Reinvestments (c) — 0.0% (d)
Investment Companies — 0.0% (d)
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $278,159)		0.0	%		278,159	$	278,159

	Principal Amount
Short-Term Investments — 31.6%
Repurchase Agreements (e) — 3.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $80,241,101 (Cost $80,239,486)	$	80,239,486		80,239,486
U.S. Treasury Obligations — 28.5%
U.S. Treasury Bills
0.33%, 6/2/2022 (f)		40,000,000		39,999,428
0.37%, 6/7/2022 (f)		45,000,000		44,996,325
0.51%, 6/21/2022 (f)		50,000,000		49,983,611
0.71%, 7/5/2022 (f)		250,000,000		249,840,625
0.07%, 7/14/2022 (f)		300,000,000		299,703,420
1.00%, 8/18/2022 (f)		50,000,000		49,886,927
Total U.S. Treasury Obligations (Cost $734,683,029)				734,410,336
Total Short-Term Investments (Cost $814,922,515)				814,649,822
Total Investments — 114.1% (Cost $3,204,896,312)				2,936,792,146
Liabilities in excess of other assets — (14.1%)				(363,719,012	)
Net Assets — 100.0%			$	2,573,073,134

*  Non-income producing security.

(a)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $1,453,695,930.

(b)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $449,507, collateralized in the form of cash with a value of $278,159 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $187,005 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% - 4.63%, and maturity dates ranging from June 15, 2022 - February 15, 2051. The total value of collateral is $465,164.

(c)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $278,159.

(d)  Represents less than 0.05% of net assets.

(e)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(f)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	72,249,715
Aggregate gross unrealized depreciation		(1,226,399,995	)
Net unrealized depreciation	$	(1,154,150,280	)
Federal income tax cost	$	3,321,783,328

Futures Contracts Purchased

UltraPro S&P500® had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
S&P 500 E-Mini Index		879	6/17/2022	USD	$	181,568,438	$	75,471

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO S&P500® UPRO :: 121

Swap Agreements^a

UltraPro S&P500® had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	520,721,147	5/8/2023	Bank of America NA		1.38	%	S&P 500®		(132,057,460	)		100,862,429			31,195,031		—
	537,125,782	5/8/2023	BNP Paribas SA		1.43	%	S&P 500®		(113,937,121	)		83,369,344			30,567,777		—
	240,726,662	4/10/2023	Citibank NA		1.49	%	S&P 500®		(57,664,886	)		27,381,209			30,283,677		—
	531,270,525	11/6/2023	Credit Suisse International		1.43	%	S&P 500®		(13,081,617	)		—			13,081,617		—
	884,048,700	4/8/2024	Goldman Sachs International		1.43	%	S&P 500®		16,062,194			(16,062,194	)		—		—
	740,192,029	5/8/2023	J.P. Morgan Securities		1.23	%	S&P 500®		(141,894,819	)		89,797,787			52,097,032		—
	585,934,738	4/10/2023	Morgan Stanley & Co. International plc		1.38	%	S&P 500®		(78,836,056	)		47,917,910			30,918,146		—
	689,569,060	3/7/2023	Societe Generale		1.33	%	S&P 500®		(153,079,760	)		67,867,254			85,212,506		—
	686,432,758	3/7/2023	UBS AG		1.33	%	S&P 500®		(94,745,044	)		34,901,931			59,843,113		—
	5,416,021,401								(769,234,569	)
							Total Unrealized Appreciation		16,062,194
							Total Unrealized Depreciation		(785,296,763	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

122 :: UPRO ULTRAPRO S&P500® :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

UltraPro S&P500® invested, as a percentage of net assets, in the following industries, as of May 31, 2022:

Aerospace & Defense	1.3	%
Air Freight & Logistics	0.5	%
Airlines	0.2	%
Auto Components	0.1	%
Automobiles	1.8	%
Banks	3.3	%
Beverages	1.4	%
Biotechnology	1.7	%
Building Products	0.3	%
Capital Markets	2.4	%
Chemicals	1.6	%
Commercial Services & Supplies	0.4	%
Communications Equipment	0.6	%
Construction & Engineering	0.0	%*
Construction Materials	0.1	%
Consumer Finance	0.5	%
Containers & Packaging	0.3	%
Distributors	0.1	%
Diversified Financial Services	1.4	%
Diversified Telecommunication Services	0.9	%
Electric Utilities	1.6	%
Electrical Equipment	0.4	%
Electronic Equipment, Instruments & Components	0.5	%
Energy Equipment & Services	0.3	%
Entertainment	1.1	%
Equity Real Estate Investment Trusts (REITs)	2.2	%
Food & Staples Retailing	1.2	%
Food Products	0.9	%
Gas Utilities	0.0	%*
Health Care Equipment & Supplies	2.3	%
Health Care Providers & Services	2.7	%
Health Care Technology	0.1	%
Hotels, Restaurants & Leisure	1.6	%
Household Durables	0.3	%
Household Products	1.2	%
Independent Power and Renewable Electricity Producers	0.0	%*
Industrial Conglomerates	0.7	%
Insurance	1.8	%
Interactive Media & Services	4.3	%
Internet & Direct Marketing Retail	2.6	%
IT Services	3.6	%
Leisure Products	0.0	%*
Life Sciences Tools & Services	1.5	%
Machinery	1.3	%
Media	0.8	%
Metals & Mining	0.3	%
Multiline Retail	0.4	%
Multi-Utilities	0.8	%

See accompanying notes to the financial statements.

PROSHARES TRUST SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO S&P500® UPRO :: 123

Oil, Gas & Consumable Fuels	3.6	%
Personal Products	0.1	%
Pharmaceuticals	3.6	%
Professional Services	0.2	%
Real Estate Management & Development	0.1	%
Road & Rail	0.7	%
Semiconductors & Semiconductor Equipment	4.7	%
Software	7.2	%
Specialty Retail	1.7	%
Technology Hardware, Storage & Peripherals	5.7	%
Textiles, Apparel & Luxury Goods	0.4	%
Tobacco	0.6	%
Trading Companies & Distributors	0.2	%
Water Utilities	0.1	%
Wireless Telecommunication Services	0.2	%
Othera	17.5	%
	100.0	%

*  Amount represents less than 0.05%.

^a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

124 :: UPRO ULTRAPRO S&P500® :: MAY 31, 2022 :: SUMMARY SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 91.2%
Repurchase Agreements (a) — 30.7%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $124,000,598 (Cost $123,998,104)	$	123,998,104	$	123,998,104
U.S. Treasury Obligations (b) — 60.5%
U.S. Treasury Bills
0.33%, 6/2/2022 (c)		30,000,000		29,999,571
0.49%, 6/16/2022 (c)		50,000,000		49,987,943
0.55%, 6/21/2022 (c)		50,000,000		49,983,611
0.71%, 7/5/2022 (c)		50,000,000		49,968,125
0.39%, 7/21/2022 (c)		25,000,000		24,970,833
0.69%, 12/29/2022 (c)		40,000,000		39,629,554
Total U.S. Treasury Obligations (Cost $244,766,192)				244,539,637
Total Short-Term Investments (Cost $368,764,296)				368,537,741
Total Investments — 91.2% (Cost $368,764,296)				368,537,741
Other assets less liabilities — 8.8%				35,402,889
Net Assets — 100.0%			$	403,940,630

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $2,540,971.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	13,617,101
Aggregate gross unrealized depreciation		(8,116,397	)
Net unrealized appreciation	$	5,500,704
Federal income tax cost	$	368,764,296

Futures Contracts Sold

UltraPro Short 20+ Year Treasury had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
U.S. Treasury Long Bond		100	9/21/2022	USD	$	13,934,375	$	152,150

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO SHORT 20+ YEAR TREASURY TTT :: 125

Swap Agreements^a

UltraPro Short 20+ Year Treasury had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(260,338,805	)	1/16/2023	Bank of America NA		(0.53	)%	ICE U.S. Treasury 20+ Year Bond Index		5,330,825			(430,053	)		—			4,900,772
	(309,147,705	)	2/17/2023	Citibank NA		(0.38	)%	ICE U.S. Treasury 20+ Year Bond Index		(7,888,071	)		—			7,888,071			—
	(362,496,459	)	1/16/2023	Goldman Sachs International		(0.41	)%	ICE U.S. Treasury 20+ Year Bond Index		2,380,218			—			—			2,380,218
	(274,777,570	)	1/16/2024	Societe Generale		(0.55	)%	ICE U.S. Treasury 20+ Year Bond Index		5,752,137			(1,225,474	)		(7,395	)		4,519,268
	(1,206,760,539	)								5,575,109
								Total Unrealized Appreciation		13,463,180
								Total Unrealized Depreciation		(7,888,071	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

126 :: TTT ULTRAPRO SHORT 20+ YEAR TREASURY :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 84.9%
Repurchase Agreements (a) — 19.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $68,058,221 (Cost $68,056,851)	$	68,056,851	$	68,056,851
U.S. Treasury Obligations (b) — 65.5%
U.S. Treasury Bills
0.37%, 6/7/2022 (c)		15,000,000		14,998,775
0.35%, 6/9/2022 (c)		50,000,000		49,994,111
0.49%, 6/16/2022 (c)		5,000,000		4,998,794
0.55%, 6/21/2022 (c)		5,000,000		4,998,361
0.55%, 6/23/2022 (c)		5,000,000		4,998,262
0.63%, 6/30/2022 (c)		80,000,000		79,956,178
0.07%, 7/14/2022 (c)		12,047,000		12,035,090
0.09%, 8/11/2022 (c)		13,682,000		13,654,207
1.00%, 8/18/2022 (c)		25,000,000		24,943,464
0.11%, 9/8/2022 (c)		20,000,000		19,938,228
Total U.S. Treasury Obligations (Cost $230,616,473)				230,515,470
Total Short-Term Investments (Cost $298,673,324)				298,572,321
Total Investments — 84.9% (Cost $298,673,324)				298,572,321
Other assets less liabilities — 15.1%				53,015,554
Net Assets — 100.0%			$	351,587,875

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $91,132,419.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	46,460,034
Aggregate gross unrealized depreciation		(7,646,593	)
Net unrealized appreciation	$	38,813,441
Federal income tax cost	$	298,673,324

Futures Contracts Sold

UltraPro Short Dow30^SM had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
DJIA CBOT E-Mini Index		39	6/17/2022	USD	$	6,429,345	$	161,966

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO SHORT DOW30SM SDOW :: 127

Swap Agreements^a

UltraPro Short Dow30^SM had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(266,758,110	)	5/8/2023	Bank of America NA		(1.03	)%	Dow Jones Industrial AverageSM		(657,409	)		—			657,409			—
	(20,453,874	)	11/6/2023	Barclays Capital		(1.03	)%	Dow Jones Industrial AverageSM		(19,570	)		—			—			(19,570	)
	(239,904,153	)	5/8/2023	BNP Paribas SA		(1.13	)%	Dow Jones Industrial AverageSM		2,738,654			(1,279,702	)		—			1,458,952
	(32,231,347	)	4/10/2023	Citibank NA		(1.31	)%	Dow Jones Industrial AverageSM		(1,830,634	)		1,830,634			—			—
	(103,819,908	)	3/7/2023	Goldman Sachs International		(1.18	)%	Dow Jones Industrial AverageSM		7,681,799			(7,194,035	)		(12,750	)		475,014
	(178,707,480	)	4/10/2023	Morgan Stanley & Co. International plc		(0.63	)%	Dow Jones Industrial AverageSM		17,659,946			—			(17,022,000	)		637,946
	(77,790,703	)	4/10/2023	Societe Generale		(0.93	)%	Dow Jones Industrial AverageSM		(5,037,977	)		4,537,977			500,000			—
	(128,685,518	)	3/7/2023	UBS AG		(1.03	)%	Dow Jones Industrial AverageSM		18,217,669			(11,633,834	)		(6,440,000	)		143,835
	(1,048,351,093	)								38,752,478
								Total Unrealized Appreciation		46,298,068
								Total Unrealized Depreciation		(7,545,590	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

128 :: SDOW ULTRAPRO SHORT DOW30SM :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 60.9%
Repurchase Agreements (a) — 60.9%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $4,589,470 (Cost $4,589,378)	$	4,589,378	$	4,589,378
Total Investments — 60.9% (Cost $4,589,378)				4,589,378
Other assets less liabilities — 39.1%				2,949,318
Net Assets — 100.0%			$	7,538,696

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	940,417
Aggregate gross unrealized depreciation		(406,501	)
Net unrealized appreciation	$	533,916
Federal income tax cost	$	4,589,378

Futures Contracts Sold

UltraPro Short MidCap400 had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
S&P Midcap 400 E-Mini Index		2	6/17/2022	USD	$	502,640	$	16,026

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO SHORT MIDCAP400 SMDD :: 129

Swap Agreements^a

UltraPro Short MidCap400 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(3,965,644	)	11/7/2022	Bank of America NA		(0.93	)%	S&P MidCap 400®		(406,501	)		—			406,501			—
	(6,332,266	)	5/8/2023	BNP Paribas SA		(0.98	)%	S&P MidCap 400®		344,730			(344,730	)		—			—
	(2,296,012	)	4/10/2023	Citibank NA		(1.03	)%	S&P MidCap 400®		428,939			—			(428,939	)		—
	(6,045,579	)	4/10/2023	Morgan Stanley & Co. International plc		(0.63	)%	S&P MidCap 400®		57,741			—			—			57,741
	(3,472,939	)	3/7/2023	Societe Generale		(0.56	)%	S&P MidCap 400®		92,981			(86,884	)		—			6,097
	(22,112,440	)								517,890
								Total Unrealized Appreciation		924,391
								Total Unrealized Depreciation		(406,501	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

130 :: SMDD ULTRAPRO SHORT MIDCAP400 :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 86.4%
Repurchase Agreements (a) — 7.2%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $203,544,057 (Cost $203,539,959)	$	203,539,959	$	203,539,959
U.S. Treasury Obligations (b) — 79.2%
U.S. Treasury Bills
0.36%, 6/2/2022 (c)		110,000,000		109,998,426
0.37%, 6/7/2022 (c)		100,000,000		99,991,833
0.35%, 6/9/2022 (c)		50,000,000		49,994,111
0.27%, 6/16/2022 (c)		125,000,000		124,969,856
0.51%, 6/21/2022 (c)		50,000,000		49,983,611
0.56%, 6/23/2022 (c)		175,000,000		174,939,175
0.55%, 6/28/2022 (c)		200,000,000		199,893,124
0.62%, 6/30/2022 (c)		375,000,000		374,794,583
0.71%, 7/5/2022 (c)		150,000,000		149,904,375
0.07%, 7/14/2022 (c)		100,000,000		99,901,140
0.39%, 7/21/2022 (c)		100,000,000		99,883,333
0.10%, 8/11/2022 (c)		100,000,000		99,796,861
1.00%, 8/18/2022 (c)		100,000,000		99,773,854
0.13%, 9/8/2022 (c)		400,000,000		398,764,564

Investments	Principal Amount		Value
U.S. Treasury Obligations (b) (continued)
0.51%, 11/3/2022 (c)	$	60,000,000	$	59,633,554
0.69%, 12/29/2022 (c)		45,000,000		44,583,249
Total U.S. Treasury Obligations (Cost $2,238,772,422)				2,236,805,649
Total Short-Term Investments (Cost $2,442,312,381)				2,440,345,608
Total Investments — 86.4% (Cost $2,442,312,381)				2,440,345,608
Other assets less liabilities — 13.6%				384,465,510
Net Assets — 100.0%			$	2,824,811,118

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $911,714,814.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	214,498,351
Aggregate gross unrealized depreciation		(252,829,707	)
Net unrealized depreciation	$	(38,331,356	)
Federal income tax cost	$	2,442,312,381

Futures Contracts Sold

UltraPro Short QQQ had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
NASDAQ 100 E-Mini Index		38	6/17/2022	USD	$	9,611,340	$	1,706,580

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO SHORT QQQ SQQQ :: 131

Swap Agreements^a

UltraPro Short QQQ had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(1,357,432,845	)	3/7/2023	Bank of America NA		(1.13	)%	NASDAQ-100 Index®		(76,386,571	)		66,686,571		9,700,000			—
	(259,238,903	)	11/6/2023	Barclays Capital		(1.03	)%	NASDAQ-100 Index®		(774,697	)		—		—			(774,697	)
	(552,358,633	)	3/7/2023	BNP Paribas SA		(1.18	)%	NASDAQ-100 Index®		(53,641,518	)		19,151,518		34,490,000			—
	(574,962,708	)	11/6/2023	Citibank NA		(1.31	)%	NASDAQ-100 Index®		44,134,662			—		(42,340,000	)		1,794,662
	(1,527,911,564	)	11/6/2023	Goldman Sachs International		(1.18	)%	NASDAQ-100 Index®		(38,247,230	)		38,247,230		—			—
	(640,752,196	)	5/8/2023	J.P. Morgan Securities		(0.98	)%	NASDAQ-100 Index®		114,039,579			—		(112,035,000	)		2,004,579
	(387,227,523	)	11/7/2022	Morgan Stanley & Co. International plc		(0.63	)%	NASDAQ-100 Index®		42,617,158			—		(42,617,158	)		—
	(1,290,303,295	)	11/6/2023	Societe Generale		(1.38	)%	NASDAQ-100 Index®		11,995,060			—		(11,995,060	)		—
	(1,875,059,888	)	11/6/2023	UBS AG		(0.98	)%	NASDAQ-100 Index®		(81,807,606	)		81,807,606		—			—
	(8,465,247,555	)								(38,071,163	)
								Total Unrealized Appreciation		212,786,459
								Total Unrealized Depreciation		(250,857,622	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

132 :: SQQQ ULTRAPRO SHORT QQQ :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 87.4%
Repurchase Agreements (a) — 30.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $45,731,541 (Cost $45,730,619)	$	45,730,619	$	45,730,619
U.S. Treasury Obligations (b) — 57.0%
U.S. Treasury Bills
0.34%, 6/2/2022 (c)		25,000,000		24,999,642
0.35%, 6/9/2022 (c)		10,000,000		9,998,822
0.08%, 6/16/2022 (c)		25,847,000		25,840,767
0.51%, 11/3/2022 (c)		25,000,000		24,847,315
Total U.S. Treasury Obligations (Cost $85,790,823)				85,686,546
Total Short-Term Investments (Cost $131,521,442)				131,417,165
Total Investments — 87.4% (Cost $131,521,442)				131,417,165
Other assets less liabilities — 12.6%				19,000,581
Net Assets — 100.0%			$	150,417,746

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $25,732,070.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	9,171,169
Aggregate gross unrealized depreciation		(14,981,785	)
Net unrealized depreciation	$	(5,810,616	)
Federal income tax cost	$	131,521,442

Futures Contracts Sold

UltraPro Short Russell2000 had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
Russell 2000 E-Mini Index		36	6/17/2022	USD	$	3,351,420	$	453,293

Swap Agreements^a

UltraPro Short Russell2000 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(164,702,846	)	3/7/2023	Bank of America NA		(0.63	)%	Russell 2000® Index		(122,502	)		—			122,502		—
	(5,508,238	)	11/6/2023	Barclays Capital		(0.93	)%	Russell 2000® Index		(29,025	)		—			—		(29,025	)
	(80,323,348	)	3/7/2023	BNP Paribas SA		(0.68	)%	Russell 2000® Index		7,986,366			(7,036,012	)		—		950,354
	(74,751,732	)	11/6/2023	Citibank NA		(0.64	)%	Russell 2000® Index		731,510			—			—		731,510
	(39,691,004	)	11/6/2023	Goldman Sachs International		(0.83	)%	Russell 2000® Index		(122,632	)		—			122,632		—
	(47,738,064	)	11/7/2022	Morgan Stanley & Co. International plc		(0.53	)%	Russell 2000® Index		(10,792,219	)		3,401,219			7,391,000		—

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO SHORT RUSSELL2000 SRTY :: 133

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(19,054,217	)	11/7/2022	Societe Generale		(0.48	)%	Russell 2000® Index		(2,805,586	)		705,586		2,100,000		—
	(16,144,551	)	11/6/2023	UBS AG		(0.33	)%	Russell 2000® Index		(1,005,544	)		966,544		39,000		—
	(447,914,000	)								(6,159,632	)
								Total Unrealized Appreciation		8,717,876
								Total Unrealized Depreciation		(14,877,508	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

134 :: SRTY ULTRAPRO SHORT RUSSELL2000 :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 77.9%
Repurchase Agreements (a) — 11.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $82,176,467 (Cost $82,174,813)	$	82,174,813	$	82,174,813
U.S. Treasury Obligations (b) — 66.5%
U.S. Treasury Bills
0.37%, 6/2/2022 (c)		40,000,000		39,999,428
0.37%, 6/7/2022 (c)		10,000,000		9,999,183
0.35%, 6/9/2022 (c)		10,000,000		9,998,822
0.35%, 6/16/2022 (c)		75,000,000		74,981,914
0.55%, 6/21/2022 (c)		50,000,000		49,983,611
0.55%, 6/23/2022 (c)		25,000,000		24,991,311
0.58%, 6/30/2022 (c)		25,000,000		24,986,305
0.07%, 7/14/2022 (c)		30,000,000		29,970,342
0.07%, 8/11/2022 (c)		80,000,000		79,837,489
0.65%, 8/18/2022 (c)		25,000,000		24,943,463
0.14%, 9/8/2022 (c)		75,000,000		74,768,356
0.51%, 11/3/2022 (c)		35,000,000		34,786,240
Total U.S. Treasury Obligations (Cost $479,797,956)				479,246,464
Total Short-Term Investments (Cost $561,972,769)				561,421,277
Total Investments — 77.9% (Cost $561,972,769)				561,421,277
Other assets less liabilities — 22.1%				159,293,560
Net Assets — 100.0%			$	720,714,837

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $213,384,281.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	144,139,502
Aggregate gross unrealized depreciation		(52,390,572	)
Net unrealized appreciation	$	91,748,930
Federal income tax cost	$	561,972,769

Futures Contracts Sold

UltraPro Short S&P500® had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
S&P 500 E-Mini Index		21	6/17/2022	USD	$	4,337,813	$	394,324

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRAPRO SHORT S&P500® SPXU :: 135

Swap Agreements^a

UltraPro Short S&P500® had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(302,994,031	)	5/8/2023	Bank of America NA		(1.08	)%	S&P 500®		32,642,778			(32,057,324	)		—			585,454
	(433,888,146	)	11/7/2022	BNP Paribas SA		(1.13	)%	S&P 500®		(51,839,080	)		46,499,080			5,340,000			—
	(219,264,276	)	4/10/2023	Citibank NA		(1.31	)%	S&P 500®		31,099,796			—			(29,733,366	)		1,366,430
	(130,294,954	)	3/7/2023	Goldman Sachs International		(1.18	)%	S&P 500®		8,801,422			(8,202,021	)		(16,688	)		582,713
	(364,868,845	)	5/8/2023	J.P. Morgan Securities		(0.98	)%	S&P 500®		29,206,125			—			(26,930,000	)		2,276,125
	(111,216,817	)	4/10/2023	Morgan Stanley & Co. International plc		(0.63	)%	S&P 500®		14,484,651			—			(14,298,000	)		186,651
	(314,068,193	)	3/7/2023	Societe Generale		(1.03	)%	S&P 500®		859,149			(831,159	)		(3,030	)		24,960
	(281,281,599	)	3/7/2023	UBS AG		(0.98	)%	S&P 500®		26,651,257			—			(24,890,000	)		1,761,257
	(2,157,876,861	)								91,906,098
								Total Unrealized Appreciation		143,745,178
								Total Unrealized Depreciation		(51,839,080	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

136 :: SPXU ULTRAPRO SHORT S&P500® :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 104.3%
Repurchase Agreements (a) — 63.8%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $78,267,944 (Cost $78,266,369)	$	78,266,369	$	78,266,369
U.S. Treasury Obligations (b) — 40.5%
U.S. Treasury Bills
0.55%, 6/21/2022 (c)		25,000,000		24,991,806
0.69%, 12/29/2022 (c)		25,000,000		24,768,471
Total U.S. Treasury Obligations (Cost $49,891,808)				49,760,277
Total Short-Term Investments (Cost $128,158,177)				128,026,646
Total Investments — 104.3% (Cost $128,158,177)				128,026,646
Liabilities in excess of other assets — (4.3%)				(5,266,665	)
Net Assets — 100.0%			$	122,759,981

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $3,732,701.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	12,225
Aggregate gross unrealized depreciation		(2,910,558	)
Net unrealized depreciation	$	(2,898,333	)
Federal income tax cost	$	128,158,177

Futures Contracts Sold

UltraShort 7-10 Year Treasury had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
U.S. Treasury 10 Year Note		14	9/21/2022	USD	$	1,671,469	$	12,225

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT 7-10 YEAR TREASURY PST :: 137

Swap Agreements^a

UltraShort 7-10 Year Treasury had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(134,856,699	)	2/17/2023	Citibank NA		(0.36	)%	ICE U.S. Treasury 7-10 Year Bond Index		(2,282,417	)		—		2,282,417		—
	(108,676,416	)	1/16/2024	Societe Generale		(0.55	)%	ICE U.S. Treasury 7-10 Year Bond Index		(496,610	)		496,610		—		—
	(243,533,115	)								(2,779,027	)
								Total Unrealized Depreciation		(2,779,027	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

138 :: PST ULTRASHORT 7-10 YEAR TREASURY :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 97.5%
Repurchase Agreements (a) — 8.0%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $111,697,824 (Cost $111,695,574)	$	111,695,574	$	111,695,574
U.S. Treasury Obligations (b) — 89.5%
U.S. Treasury Bills
0.29%, 6/2/2022 (c)		270,000,000		269,996,135
0.37%, 6/7/2022 (c)		10,000,000		9,999,183
0.35%, 6/9/2022 (c)		10,000,000		9,998,822
0.24%, 6/16/2022 (c)		200,000,000		199,951,770
0.55%, 6/21/2022 (c)		50,000,000		49,983,611
0.57%, 6/23/2022 (c)		75,000,000		74,973,932
0.55%, 6/28/2022 (c)		50,000,000		49,973,281
0.62%, 6/30/2022 (c)		80,000,000		79,956,178
0.07%, 7/14/2022 (c)		75,000,000		74,925,855
0.11%, 8/11/2022 (c)		100,000,000		99,796,861
0.65%, 8/18/2022 (c)		100,000,000		99,773,854
0.10%, 9/8/2022 (c)		165,000,000		164,490,383
0.51%, 11/3/2022 (c)		35,000,000		34,786,240
0.69%, 12/29/2022 (c)		25,000,000		24,768,472
Total U.S. Treasury Obligations (Cost $1,244,484,243)				1,243,374,577
Total Short-Term Investments (Cost $1,356,179,817)				1,355,070,151
Total Investments — 97.5% (Cost $1,356,179,817)				1,355,070,151
Other assets less liabilities — 2.5%				35,143,488
Net Assets — 100.0%			$	1,390,213,639

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $56,593,301.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	45,985,347
Aggregate gross unrealized depreciation		(12,498,400	)
Net unrealized appreciation	$	33,486,947
Federal income tax cost	$	1,356,179,817

Futures Contracts Sold

UltraShort 20+ Year Treasury had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
U.S. Treasury Long Bond		160	9/21/2022	USD	$	22,295,000	$	243,440

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT 20+ YEAR TREASURY TBT :: 139

Swap Agreements^a

UltraShort 20+ Year Treasury had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(823,823,891	)	1/16/2023	Bank of America NA		(0.53	)%	ICE U.S. Treasury 20+ Year Bond Index		18,709,320			(4,725,366	)		—			13,983,954
	(529,987,687	)	2/17/2023	Citibank NA		(0.38	)%	ICE U.S. Treasury 20+ Year Bond Index		(11,388,734	)		11,388,734			—			—
	(791,583,178	)	1/16/2023	Goldman Sachs International		(0.41	)%	ICE U.S. Treasury 20+ Year Bond Index		9,624,270			—			—			9,624,270
	(634,853,471	)	1/16/2024	Societe Generale		(0.55	)%	ICE U.S. Treasury 20+ Year Bond Index		17,408,317			(5,937,871	)		(23,460	)		11,446,986
	(2,780,248,227	)								34,353,173
								Total Unrealized Appreciation		45,741,907
								Total Unrealized Depreciation		(11,388,734	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

140 :: TBT ULTRASHORT 20+ YEAR TREASURY :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 92.5%
Repurchase Agreements (a) — 92.5%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $2,251,982 (Cost $2,251,937)	$	2,251,937	$	2,251,937
Total Investments — 92.5% (Cost $2,251,937)				2,251,937
Other assets less liabilities — 7.5%				182,031
Net Assets — 100.0%			$	2,433,968

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(625,828	)
Net unrealized depreciation	$	(625,828	)
Federal income tax cost	$	2,251,937

Swap Agreements^a

UltraShort Basic Materials had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(1,925,712	)	5/8/2023	Bank of America NA		(0.43	)%	Dow Jones U.S. Basic MaterialsSM Index		(161,207	)		—		161,207		—
	(654,298	)	11/7/2022	Morgan Stanley & Co. International plc		(0.48	)%	Dow Jones U.S. Basic MaterialsSM Index		(131,988	)		—		128,000		(3,988	)
	(1,618,974	)	3/7/2023	Societe Generale		(0.73	)%	Dow Jones U.S. Basic MaterialsSM Index		(126,143	)		—		50,000		(76,143	)
	(668,509	)	3/7/2023	UBS AG		(0.58	)%	Dow Jones U.S. Basic MaterialsSM Index		(206,490	)		—		206,490		—
	(4,867,493	)								(625,828	)
								Total Unrealized Depreciation		(625,828	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT BASIC MATERIALS SMN :: 141

Investments	Principal Amount		Value
Short-Term Investments — 86.8%
Repurchase Agreements (a) — 86.8%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $2,007,974 (Cost $2,007,935)	$	2,007,935	$	2,007,935
Total Investments — 86.8% (Cost $2,007,935)				2,007,935
Other assets less liabilities — 13.2%				304,369
Net Assets — 100.0%			$	2,312,304

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	84,142
Aggregate gross unrealized depreciation		(39,592	)
Net unrealized appreciation	$	44,550
Federal income tax cost	$	2,007,935

Swap Agreements^a

UltraShort Consumer Goods had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(1,005,581	)	5/8/2023	Bank of America NA		(0.68	)%	Dow Jones U.S. Consumer GoodsSM Index		19,967			—		—		19,967
	(302,121	)	11/7/2022	Morgan Stanley & Co. International plc		(0.48	)%	Dow Jones U.S. Consumer GoodsSM Index		(39,592	)		—		39,592		—
	(933,180	)	3/7/2023	Societe Generale		(0.73	)%	Dow Jones U.S. Consumer GoodsSM Index		25,195			—		—		25,195
	(2,383,004	)	3/7/2023	UBS AG		(0.58	)%	Dow Jones U.S. Consumer GoodsSM Index		38,980			—		—		38,980
	(4,623,886	)								44,550
								Total Unrealized Appreciation		84,142
								Total Unrealized Depreciation		(39,592	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

142 :: SZK ULTRASHORT CONSUMER GOODS :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 64.0%
Repurchase Agreements (a) — 64.0%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $2,073,430 (Cost $2,073,388)	$	2,073,388	$	2,073,388
Total Investments — 64.0% (Cost $2,073,388)				2,073,388
Other assets less liabilities — 36.0%				1,164,354
Net Assets — 100.0%			$	3,237,742

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,039,622
Aggregate gross unrealized depreciation		(11,237	)
Net unrealized appreciation	$	1,028,385
Federal income tax cost	$	2,073,388

Swap Agreements^a

UltraShort Consumer Services had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(826,944	)	5/8/2023	Bank of America NA		(0.73	)%	Dow Jones U.S. Consumer ServicesSM Index		245,557			(245,557	)		—			—
	(1,256,054	)	5/8/2023	BNP Paribas SA		(0.88	)%	Dow Jones U.S. Consumer ServicesSM Index		315,675			(315,675	)		—			—
	(497,918	)	3/7/2023	Goldman Sachs International		(0.93	)%	Dow Jones U.S. Consumer ServicesSM Index		126,010			—			—			126,010
	(123,854	)	11/7/2022	Morgan Stanley & Co. International plc		(0.48	)%	Dow Jones U.S. Consumer ServicesSM Index		(11,237	)		—			—			(11,237	)
	(2,450,807	)	3/7/2023	Societe Generale		(0.73	)%	Dow Jones U.S. Consumer ServicesSM Index		12,104			—			—			12,104
	(1,316,105	)	3/7/2023	UBS AG		(0.58	)%	Dow Jones U.S. Consumer ServicesSM Index		340,276			—			(260,000	)		80,276
	(6,471,682	)								1,028,385
								Total Unrealized Appreciation		1,039,622
								Total Unrealized Depreciation		(11,237	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT CONSUMER SERVICES SCC :: 143

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

144 :: SCC ULTRASHORT CONSUMER SERVICES :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 79.0%
Repurchase Agreements (a) — 33.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $36,121,112 (Cost $36,120,384)	$	36,120,384	$	36,120,384
U.S. Treasury Obligations (b) — 45.9%
U.S. Treasury Bills
0.34%, 6/2/2022 (c)		25,000,000		24,999,642
1.00%, 8/18/2022 (c)		25,000,000		24,943,463
Total U.S. Treasury Obligations (Cost $49,945,734)				49,943,105
Total Short-Term Investments (Cost $86,066,118)				86,063,489
Total Investments — 79.0% (Cost $86,066,118)				86,063,489
Other assets less liabilities — 21.0%				22,934,195
Net Assets — 100.0%			$	108,997,684

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $2,028,974.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	9,854,757
Aggregate gross unrealized depreciation		(8,285,934	)
Net unrealized appreciation	$	1,568,823
Federal income tax cost	$	86,066,118

Futures Contracts Sold

UltraShort Dow30^SM had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
DJIA CBOT E-Mini Index		42	6/17/2022	USD	$	6,923,910	$	358,149

Swap Agreements^a

UltraShort Dow30^SM had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(44,272,741	)	11/7/2022	Bank of America NA		(1.03	)%	Dow Jones Industrial AverageSM		(8,265,770	)		—			8,265,770			—
	(3,496,953	)	11/6/2023	Barclays Capital		(1.03	)%	Dow Jones Industrial AverageSM		(17,535	)		—			—			(17,535	)
	(63,703,922	)	5/8/2023	BNP Paribas SA		(1.13	)%	Dow Jones Industrial AverageSM		1,033,842			(674,833	)		—			359,009
	(19,134,269	)	4/10/2023	Citibank NA		(1.31	)%	Dow Jones Industrial AverageSM		1,536,117			—			(1,420,000	)		116,117
	(30,758,767	)	3/7/2023	Goldman Sachs International		(1.18	)%	Dow Jones Industrial AverageSM		2,929,937			(2,808,797	)		(3,475	)		117,665

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT DOW30SM DXD :: 145

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(10,226,937	)	3/7/2023	Societe Generale		(0.93	)%	Dow Jones Industrial AverageSM		1,863,652			(1,855,873	)		(1,200	)		6,579
	(39,469,116	)	3/7/2023	UBS AG		(1.03	)%	Dow Jones Industrial AverageSM		2,133,060			—			(1,890,000	)		243,060
	(211,062,705	)								1,213,303
								Total Unrealized Appreciation		9,496,608
								Total Unrealized Depreciation		(8,283,305	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

146 :: DXD ULTRASHORT DOW30SM :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 68.2%
Repurchase Agreements (a) — 68.2%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $10,915,013 (Cost $10,914,793)	$	10,914,793	$	10,914,793
Total Investments — 68.2% (Cost $10,914,793)				10,914,793
Other assets less liabilities — 31.8%				5,090,509
Net Assets — 100.0%			$	16,005,302

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,379,102
Aggregate gross unrealized depreciation		(1,708,964	)
Net unrealized depreciation	$	(329,862	)
Federal income tax cost	$	10,914,793

Swap Agreements^a

UltraShort Financials had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(8,314,527	)	5/8/2023	Bank of America NA		(0.73	)%	Dow Jones U.S. FinancialsSM Indexf		372,466			(372,466	)		—			—
	(3,845,122	)	5/8/2023	BNP Paribas SA		(1.03	)%	Dow Jones U.S. FinancialsSM Indexf		315,636			(315,636	)		—			—
	(3,793,484	)	4/10/2023	Citibank NA		(0.98	)%	Dow Jones U.S. FinancialsSM Indexf		264,983			—			(264,983	)		—
	(1,260,898	)	3/7/2023	Goldman Sachs International		(0.93	)%	Dow Jones U.S. FinancialsSM Indexf		389,294			(278,584	)		(1,912	)		108,798
	(2,942,609	)	11/7/2022	Morgan Stanley & Co. International plc		(0.48	)%	Dow Jones U.S. FinancialsSM Indexf		(1,484,313	)		—			1,478,001			(6,312	)
	(2,759,177	)	3/7/2023	Societe Generale		(0.93	)%	Dow Jones U.S. FinancialsSM Indexf		36,723			—			—			36,723
	(9,089,872	)	3/7/2023	UBS AG		(0.93	)%	Dow Jones U.S. FinancialsSM Indexf		(224,651	)		—			224,651			—
	(32,005,689	)								(329,862	)
								Total Unrealized Appreciation		1,379,102
								Total Unrealized Depreciation		(1,708,964	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  See the Common Stocks section of the Summary Schedule of Portfolio Investments of ProShares Ultra Financials for the components of the underlying reference instrument and their relative weightings.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT FINANCIALS SKF :: 147

Investments	Principal Amount		Value
Short-Term Investments — 78.7%
Repurchase Agreements (a) — 78.7%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $19,218,927 (Cost $19,218,541)	$	19,218,541	$	19,218,541
Total Investments — 78.7% (Cost $19,218,541)				19,218,541
Other assets less liabilities — 21.3%				5,210,358
Net Assets — 100.0%			$	24,428,899

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	535,169
Aggregate gross unrealized depreciation		(7,839,280	)
Net unrealized depreciation	$	(7,304,111	)
Federal income tax cost	$	19,218,541

Swap Agreements^a,f

UltraShort FTSE China 50 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(4,928,164	)	3/7/2023	Bank of America NA		0.67	%	iShares® China Large-Cap ETF		(1,228,499	)		—		1,228,499			—
	(29,831	)	4/10/2023	Citibank NA		1.92	%	iShares® China Large-Cap ETF		223,892			—		(223,892	)		—
	(9,854,972	)	4/10/2023	Goldman Sachs International		(0.33	)%	iShares® China Large-Cap ETF		(688,742	)		—		688,742			—
	(1,398,652	)	4/10/2023	Morgan Stanley & Co. International plc		(0.28	)%	iShares® China Large-Cap ETF		311,277			—		(311,277	)		—
	(2,735,609	)	4/10/2023	Societe Generale		0.82	%	iShares® China Large-Cap ETF		(1,139,590	)		—		1,139,590			—
	(30,009,664	)	4/10/2023	UBS AG		0.92	%	iShares® China Large-Cap ETF		(4,782,449	)		—		4,782,449			—
	(48,956,892	)								(7,304,111	)
								Total Unrealized Appreciation		535,169
								Total Unrealized Depreciation		(7,839,280	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

See accompanying notes to the financial statements.

148 :: FXP ULTRASHORT FTSE CHINA 50 :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 70.0%
Repurchase Agreements (a) — 70.0%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $39,136,929 (Cost $39,136,139)	$	39,136,139	$	39,136,139
Total Investments — 70.0% (Cost $39,136,139)				39,136,139
Other assets less liabilities — 30.0%				16,744,416
Net Assets — 100.0%			$	55,880,555

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,553,737
Aggregate gross unrealized depreciation		(3,346,132	)
Net unrealized depreciation	$	(1,792,395	)
Federal income tax cost	$	39,136,139

Swap Agreements^a,f

UltraShort FTSE Europe had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(36,901,316	)	4/10/2023	Citibank NA		(0.03	)%	Vanguard® FTSE Europe ETF Shares		1,501,607			—		(1,400,000	)		101,607
	(27,517,379	)	3/7/2023	Goldman Sachs International		(0.08	)%	Vanguard® FTSE Europe ETF Shares		(1,957,145	)		—		1,957,145			—
	(338,522	)	4/10/2023	Morgan Stanley & Co. International plc		(0.28	)%	Vanguard® FTSE Europe ETF Shares		52,130			—		—			52,130
	(4,045,699	)	3/7/2023	Societe Generale		0.12	%	Vanguard® FTSE Europe ETF Shares		(282,622	)		—		282,622			—
	(42,620,874	)	11/9/2022	UBS AG		(0.33	)%	Vanguard® FTSE Europe ETF Shares		(1,106,365	)		—		1,106,365			—
	(111,423,790	)								(1,792,395	)
								Total Unrealized Appreciation		1,553,737
								Total Unrealized Depreciation		(3,346,132	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT FTSE EUROPE EPV :: 149

Investments	Principal Amount		Value
Short-Term Investments — 85.6%
Repurchase Agreements (a) — 85.6%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $2,904,829 (Cost $2,904,771)	$	2,904,771	$	2,904,771
Total Investments — 85.6% (Cost $2,904,771)				2,904,771
Other assets less liabilities — 14.4%				489,520
Net Assets — 100.0%			$	3,394,291

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	2,012
Aggregate gross unrealized depreciation		(328,197	)
Net unrealized depreciation	$	(326,185	)
Federal income tax cost	$	2,904,771

Swap Agreements^a

UltraShort Health Care had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(667,895	)	5/8/2023	Bank of America NA		(0.88	)%	Dow Jones U.S. Health CareSM Indexf		2,012			—		—		2,012
	(63,141	)	11/7/2022	Morgan Stanley & Co. International plc		(0.48	)%	Dow Jones U.S. Health CareSM Indexf		(6,709	)		—		—		(6,709	)
	(1,393,318	)	3/7/2023	Societe Generale		(0.83	)%	Dow Jones U.S. Health CareSM Indexf		(104,128	)		—		10,000		(94,128	)
	(4,668,247	)	3/7/2023	UBS AG		(0.58	)%	Dow Jones U.S. Health CareSM Indexf		(217,360	)		—		217,360		—
	(6,792,601	)								(326,185	)
								Total Unrealized Appreciation		2,012
								Total Unrealized Depreciation		(328,197	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  See the Common Stocks section of the Schedule of Portfolio Investments of ProShares Ultra Health Care for the components of the underlying reference instrument and their relative weightings.

See accompanying notes to the financial statements.

150 :: RXD ULTRASHORT HEALTH CARE :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 71.2%
Repurchase Agreements (a) — 71.2%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $2,010,636 (Cost $2,010,597)	$	2,010,597	$	2,010,597
Total Investments — 71.2% (Cost $2,010,597)				2,010,597
Other assets less liabilities — 28.8%				813,291
Net Assets — 100.0%			$	2,823,888

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	494,761
Aggregate gross unrealized depreciation		—
Net unrealized appreciation	$	494,761
Federal income tax cost	$	2,010,597

Swap Agreements^a

UltraShort Industrials had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciationd ($)		Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(741,246	)	11/7/2022	Bank of America NA		(0.73	)%	Dow Jones U.S. IndustrialsSM Index		99,740		—		—			99,740
	(118,596	)	11/7/2022	Morgan Stanley & Co. International plc		(0.48	)%	Dow Jones U.S. IndustrialsSM Index		2,227		—		—			2,227
	(1,275,612	)	3/7/2023	Societe Generale		(0.73	)%	Dow Jones U.S. IndustrialsSM Index		178,247		—		(20,000	)		158,247
	(3,512,135	)	3/7/2023	UBS AG		(0.58	)%	Dow Jones U.S. IndustrialsSM Index		214,547		—		(214,547	)		—
	(5,647,589	)								494,761
								Total Unrealized Appreciation		494,761

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT INDUSTRIALS SIJ :: 151

Investments	Principal Amount		Value
Short-Term Investments — 79.6%
Repurchase Agreements (a) — 79.6%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $2,308,205 (Cost $2,308,157)	$	2,308,157	$	2,308,157
Total Investments — 79.6% (Cost $2,308,157)				2,308,157
Other assets less liabilities — 20.4%				590,179
Net Assets — 100.0%			$	2,898,336

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	242,253
Aggregate gross unrealized depreciation		(680,202	)
Net unrealized depreciation	$	(437,949	)
Federal income tax cost	$	2,308,157

Futures Contracts Sold

UltraShort MidCap400 had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
S&P Midcap 400 E-Mini Index		1	6/17/2022	USD	$	251,320	$	14,228

Swap Agreements^a

UltraShort MidCap400 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(427,516	)	5/8/2023	Bank of America NA		(0.93	)%	S&P MidCap 400®		(189,887	)		—		189,887		—
	(880,180	)	5/8/2023	BNP Paribas SA		(0.98	)%	S&P MidCap 400®		140,536			—		—		140,536
	(892,754	)	4/10/2023	Citibank NA		(1.03	)%	S&P MidCap 400®		87,489			—		—		87,489
	(817,310	)	11/7/2022	Morgan Stanley & Co. International plc		(0.63	)%	S&P MidCap 400®		(181,002	)		—		132,999		(48,003	)
	(2,524,859	)	3/7/2023	Societe Generale		(0.56	)%	S&P MidCap 400®		(309,313	)		—		309,313		—
	(5,542,619	)								(452,177	)
								Total Unrealized Appreciation		228,025
								Total Unrealized Depreciation		(680,202	)

See accompanying notes to the financial statements.

152 :: MZZ ULTRASHORT MIDCAP400 :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT MIDCAP400 MZZ :: 153

Investments	Principal Amount		Value
Short-Term Investments — 76.2%
Repurchase Agreements (a) — 76.2%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $10,280,369 (Cost $10,280,163)	$	10,280,163	$	10,280,163
Total Investments — 76.2% (Cost $10,280,163)				10,280,163
Other assets less liabilities — 23.8%				3,214,432
Net Assets — 100.0%			$	13,494,595

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	54,816
Aggregate gross unrealized depreciation		(7,892,372	)
Net unrealized depreciation	$	(7,837,556	)
Federal income tax cost	$	10,280,163

Swap Agreements^a,f

UltraShort MSCI Brazil Capped had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(1,840,819	)	11/9/2022	Bank of America NA		0.67	%	iShares® MSCI Brazil Capped ETF		54,816			(54,816	)		—		—
	(3,787,730	)	4/10/2023	Citibank NA		(0.63	)%	iShares® MSCI Brazil Capped ETF		(2,618,565	)		—			2,618,565		—
	(4,028,916	)	3/7/2023	Goldman Sachs International		1.17	%	iShares® MSCI Brazil Capped ETF		(154,439	)		—			154,439		—
	(1,790,064	)	4/10/2023	Morgan Stanley & Co. International plc		(0.28	)%	iShares® MSCI Brazil Capped ETF		(358,081	)		—			358,081		—
	(2,323,318	)	3/7/2023	Societe Generale		0.22	%	iShares® MSCI Brazil Capped ETF		(1,059,075	)		—			1,059,075		—
	(13,092,196	)	3/7/2023	UBS AG		(0.08	)%	iShares® MSCI Brazil Capped ETF		(3,702,212	)		—			3,702,212		—
	(26,863,043	)								(7,837,556	)
								Total Unrealized Appreciation		54,816
								Total Unrealized Depreciation		(7,892,372	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

See accompanying notes to the financial statements.

154 :: BZQ ULTRASHORT MSCI BRAZIL CAPPED :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 87.3%
Repurchase Agreements (a) — 87.3%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $1,418,730 (Cost $1,418,701)	$	1,418,701	$	1,418,701
Total Investments — 87.3% (Cost $1,418,701)				1,418,701
Other assets less liabilities — 12.7%				205,697
Net Assets — 100.0%			$	1,624,398

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	101,182
Aggregate gross unrealized depreciation		(109,830	)
Net unrealized depreciation	$	(8,648	)
Federal income tax cost	$	1,418,701

Swap Agreements^a,f

UltraShort MSCI EAFE had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(843,537	)	4/10/2023	Citibank NA		(0.43	)%	iShares® MSCI EAFE ETF		100,398			—		—		100,398
	(464,273	)	4/10/2023	Goldman Sachs International		(0.88	)%	iShares® MSCI EAFE ETF		(26,739	)		—		—		(26,739	)
	(844,845	)	3/7/2023	Societe Generale		(0.03	)%	iShares® MSCI EAFE ETF		784			—		—		784
	(1,090,714	)	11/9/2022	UBS AG		(0.43	)%	iShares® MSCI EAFE ETF		(83,091	)		—		83,091		—
	(3,243,369	)								(8,648	)
								Total Unrealized Appreciation		101,182
								Total Unrealized Depreciation		(109,830	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT MSCI EAFE EFU :: 155

Investments	Principal Amount		Value
Short-Term Investments — 78.5%
Repurchase Agreements (a) — 78.5%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $8,738,783 (Cost $8,738,608)	$	8,738,608	$	8,738,608
Total Investments — 78.5% (Cost $8,738,608)				8,738,608
Other assets less liabilities — 21.5%				2,389,597
Net Assets — 100.0%			$	11,128,205

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	877,283
Aggregate gross unrealized depreciation		(1,531,738	)
Net unrealized depreciation	$	(654,455	)
Federal income tax cost	$	8,738,608

Swap Agreements^a,f

UltraShort MSCI Emerging Markets had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(179,452	)	4/10/2023	Citibank NA		(0.28	)%	iShares® MSCI Emerging Markets ETF		877,283			—		(877,283	)		—
	(2,095,366	)	4/10/2023	Goldman Sachs International		(0.33	)%	iShares® MSCI Emerging Markets ETF		(209,780	)		—		209,780			—
	(2,798,396	)	3/7/2023	Societe Generale		0.87	%	iShares® MSCI Emerging Markets ETF		(150,875	)		—		40,000			(110,875	)
	(17,073,274	)	3/7/2023	UBS AG		0.27	%	iShares® MSCI Emerging Markets ETF		(1,171,083	)		—		1,171,083			—
	(22,146,488	)								(654,455	)
								Total Unrealized Appreciation		877,283
								Total Unrealized Depreciation		(1,531,738	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

See accompanying notes to the financial statements.

156 :: EEV ULTRASHORT MSCI EMERGING MARKETS :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 78.1%
Repurchase Agreements (a) — 78.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $4,930,062 (Cost $4,929,962)	$	4,929,962	$	4,929,962
Total Investments — 78.1% (Cost $4,929,962)				4,929,962
Other assets less liabilities — 21.9%				1,379,302
Net Assets — 100.0%			$	6,309,264

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	319,564
Aggregate gross unrealized depreciation		(335,325	)
Net unrealized depreciation	$	(15,761	)
Federal income tax cost	$	4,929,962

Swap Agreements^a,f

UltraShort MSCI Japan had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(1,887,161	)	11/9/2022	Bank of America NA		(0.38	)%	iShares® MSCI Japan ETF		115,170			—		—			115,170
	(1,050,339	)	4/10/2023	Morgan Stanley & Co. International plc		(0.28	)%	iShares® MSCI Japan ETF		204,394			—		(143,000	)		61,394
	(5,771,051	)	4/10/2023	Societe Generale		0.32	%	iShares® MSCI Japan ETF		(142,256	)		—		142,256			—
	(3,858,995	)	4/10/2023	UBS AG		(0.18	)%	iShares® MSCI Japan ETF		(193,069	)		—		193,069			—
	(12,567,546	)								(15,761	)
								Total Unrealized Appreciation		319,564
								Total Unrealized Depreciation		(335,325	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT MSCI JAPAN EWV :: 157

Investments	Principal Amount		Value
Short-Term Investments — 43.1%
Repurchase Agreements (a) — 43.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $3,628,912 (Cost $3,628,839)	$	3,628,839	$	3,628,839
Total Investments — 43.1% (Cost $3,628,839)				3,628,839
Other assets less liabilities — 56.9%				4,794,980
Net Assets — 100.0%			$	8,423,819

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	3,591,186
Aggregate gross unrealized depreciation		(395,047	)
Net unrealized appreciation	$	3,196,139
Federal income tax cost	$	3,628,839

Swap Agreements^a

UltraShort Nasdaq Biotechnology had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(4,768,673	)	5/8/2023	Bank of America NA		(0.58	)%	NASDAQ Biotechnology Index®		(313,331	)		—			313,331			—
	(809,004	)	11/6/2023	BNP Paribas SA		(0.63	)%	NASDAQ Biotechnology Index®		(81,716	)		—			—			(81,716	)
	(3,915,137	)	4/10/2023	Citibank NA		0.17	%	NASDAQ Biotechnology Index®		1,004,758			—			(1,004,758	)		—
	(623,453	)	11/7/2022	Morgan Stanley & Co. International plc		(0.28	)%	NASDAQ Biotechnology Index®		59,169			—			—			59,169
	(3,310,239	)	3/7/2023	Societe Generale		(0.68	)%	NASDAQ Biotechnology Index®		1,090,346			(1,087,609	)		(2,737	)		—
	(3,425,281	)	11/6/2023	UBS AG		0.17	%	NASDAQ Biotechnology Index®		1,436,913			—			(1,430,000	)		6,913
	(16,851,787	)								3,196,139
								Total Unrealized Appreciation		3,591,186
								Total Unrealized Depreciation		(395,047	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

See accompanying notes to the financial statements.

158 :: BIS ULTRASHORT NASDAQ BIOTECHNOLOGY :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT NASDAQ BIOTECHNOLOGY BIS :: 159

Investments	Principal Amount		Value
Short-Term Investments — 86.2%
Repurchase Agreements (a) — 86.2%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $26,447,105 (Cost $26,446,572)	$	26,446,572	$	26,446,572
Total Investments — 86.2% (Cost $26,446,572)				26,446,572
Other assets less liabilities — 13.8%				4,229,915
Net Assets — 100.0%			$	30,676,487

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(21,415,236	)
Net unrealized depreciation	$	(21,415,236	)
Federal income tax cost	$	26,446,572

Swap Agreements^a

UltraShort Oil & Gas had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(8,120,327	)	11/7/2022	Bank of America NA		(0.53	)%	Dow Jones U.S. Oil & GasSM Index		(6,463,944	)		—		6,429,000		(34,944	)
	(4,972,167	)	11/6/2023	BNP Paribas SA		(0.93	)%	Dow Jones U.S. Oil & GasSM Index		(449,793	)		—		449,793		—
	(12,081,376	)	3/7/2023	Goldman Sachs International		(0.93	)%	Dow Jones U.S. Oil & GasSM Index		(3,421,895	)		—		3,421,895		—
	(6,802,593	)	11/7/2022	Morgan Stanley & Co. International plc		(0.48	)%	Dow Jones U.S. Oil & GasSM Index		(3,236,145	)		—		3,236,145		—
	(9,271,919	)	3/7/2023	Societe Generale		(0.73	)%	Dow Jones U.S. Oil & GasSM Index		(2,842,392	)		—		2,842,392		—
	(20,168,189	)	3/7/2023	UBS AG		(0.68	)%	Dow Jones U.S. Oil & GasSM Index		(5,001,067	)		—		5,001,067		—
	(61,416,571	)								(21,415,236	)
								Total Unrealized Depreciation		(21,415,236	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

160 :: DUG ULTRASHORT OIL & GAS :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 79.6%
Repurchase Agreements (a) — 19.5%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $71,179,594 (Cost $71,178,161)	$	71,178,161	$	71,178,161
U.S. Treasury Obligations (b) — 60.1%
U.S. Treasury Bills
0.37%, 6/7/2022 (c)		5,000,000		4,999,592
0.49%, 6/16/2022 (c)		10,000,000		9,997,589
0.55%, 6/21/2022 (c)		10,000,000		9,996,722
0.55%, 6/23/2022 (c)		10,000,000		9,996,524
0.55%, 6/28/2022 (c)		50,000,000		49,973,281
0.62%, 6/30/2022 (c)		60,000,000		59,967,133
0.15%, 9/8/2022 (c)		75,000,000		74,768,356
Total U.S. Treasury Obligations (Cost $219,909,957)				219,699,197
Total Short-Term Investments (Cost $291,088,118)				290,877,358
Total Investments — 79.6% (Cost $291,088,118)				290,877,358
Other assets less liabilities — 20.4%				74,452,609
Net Assets — 100.0%			$	365,329,967

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $55,691,604.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	70,838,066
Aggregate gross unrealized depreciation		(20,107,607	)
Net unrealized appreciation	$	50,730,459
Federal income tax cost	$	291,088,118

Futures Contracts Sold

UltraShort QQQ had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
NASDAQ 100 E-Mini Index		31	6/17/2022	USD	$	7,840,830	$	1,392,210

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT QQQ QID :: 161

Swap Agreements^a

UltraShort QQQ had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(51,010,873	)	3/7/2023	Bank of America NA		(1.13	)%	NASDAQ-100 Index®		(2,870,526	)		—			2,870,526			—
	(10,796,353	)	11/6/2023	Barclays Capital		(1.03	)%	NASDAQ-100 Index®		(744,884	)		—			744,884			—
	(41,162,678	)	3/7/2023	BNP Paribas SA		(1.18	)%	NASDAQ-100 Index®		(4,698,083	)		4,288,083			410,000			—
	(64,929,826	)	4/10/2023	Citibank NA		(1.31	)%	NASDAQ-100 Index®		21,393,070			—			(21,200,000	)		193,070
	(28,457,367	)	3/7/2023	Goldman Sachs International		(1.18	)%	NASDAQ-100 Index®		21,124,909			(21,116,103	)		(8,806	)		—
	(96,256,949	)	5/8/2023	J.P. Morgan Securities		(0.98	)%	NASDAQ-100 Index®		11,570,378			—			(11,270,000	)		300,378
	(171,249,887	)	11/7/2022	Morgan Stanley & Co. International plc		(0.63	)%	NASDAQ-100 Index®		(11,583,354	)		9,656,354			1,927,000			—
	(43,514,108	)	3/7/2023	Societe Generale		(1.38	)%	NASDAQ-100 Index®		11,755,994			(11,719,634	)		(36,360	)		—
	(215,443,369	)	3/7/2023	UBS AG		(0.98	)%	NASDAQ-100 Index®		3,601,505			—			(2,930,000	)		671,505
	(722,821,410	)								49,549,009
								Total Unrealized Appreciation		69,445,856
								Total Unrealized Depreciation		(19,896,847	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD U.S. Dollar

See accompanying notes to the financial statements.

162 :: QID ULTRASHORT QQQ :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 75.4%
Repurchase Agreements (a) — 75.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $21,058,327 (Cost $21,057,903)	$	21,057,903	$	21,057,903
Total Investments — 75.4% (Cost $21,057,903)				21,057,903
Other assets less liabilities — 24.6%				6,861,738
Net Assets — 100.0%			$	27,919,641

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	3,585,116
Aggregate gross unrealized depreciation		(436,024	)
Net unrealized appreciation	$	3,149,092
Federal income tax cost	$	21,057,903

Swap Agreements^a

UltraShort Real Estate had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(17,902,251	)	5/8/2023	Bank of America NA		(1.18	)%	Dow Jones U.S. Real EstateSM Index		713,745			(713,745	)		—			—
	(5,236,834	)	5/8/2023	BNP Paribas SA		(1.03	)%	Dow Jones U.S. Real EstateSM Index		800,976			(748,810	)		—			52,166
	(7,991,174	)	3/7/2023	Goldman Sachs International		(0.93	)%	Dow Jones U.S. Real EstateSM Index		118,466			(118,466	)		—			—
	(5,436,189	)	4/10/2023	Morgan Stanley & Co. International plc		(0.48	)%	Dow Jones U.S. Real EstateSM Index		655,203			—			(609,800	)		45,403
	(4,982,723	)	3/7/2023	Societe Generale		(0.88	)%	Dow Jones U.S. Real EstateSM Index		1,296,726			(1,296,726	)		—			—
	(14,224,399	)	11/7/2022	UBS AG		(0.58	)%	Dow Jones U.S. Real EstateSM Index		(436,024	)		—			436,024			—
	(55,773,570	)								3,149,092
								Total Unrealized Appreciation		3,585,116
								Total Unrealized Depreciation		(436,024	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT REAL ESTATE SRS :: 163

Investments	Principal Amount		Value
Short-Term Investments — 82.6%
Repurchase Agreements (a) — 52.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $60,586,616 (Cost $60,585,395)	$	60,585,395	$	60,585,395
U.S. Treasury Obligations (b) — 30.2%
U.S. Treasury Bills
0.34%, 6/2/2022 (c)		10,000,000		9,999,857
0.55%, 6/21/2022 (c)		25,000,000		24,991,805
Total U.S. Treasury Obligations (Cost $34,992,233)				34,991,662
Total Short-Term Investments (Cost $95,577,628)				95,577,057
Total Investments — 82.6% (Cost $95,577,628)				95,577,057
Other assets less liabilities — 17.4%				20,125,129
Net Assets — 100.0%			$	115,702,186

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $305,894.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	13,780,504
Aggregate gross unrealized depreciation		(13,971,329	)
Net unrealized depreciation	$	(190,825	)
Federal income tax cost	$	95,577,628

Futures Contracts Sold

UltraShort Russell2000 had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Depreciation
Russell 2000 E-Mini Index		48	6/17/2022	USD	$	4,468,560	$	(40,295	)

See accompanying notes to the financial statements.

164 :: TWM ULTRASHORT RUSSELL2000 :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Swap Agreements^a

UltraShort Russell2000 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(50,465,155	)	11/7/2022	Bank of America NA		(0.63	)%	Russell 2000® Index		(4,791,522	)		—			4,791,522			—
	(3,517,443	)	11/6/2023	Barclays Capital		(0.93	)%	Russell 2000® Index		(28,786	)		—			—			(28,786	)
	(1,288,052	)	5/8/2023	BNP Paribas SA		(0.68	)%	Russell 2000® Index		2,256,230			(2,247,307	)		(8,923	)		—
	(29,114,441	)	4/10/2023	Citibank NA		(0.64	)%	Russell 2000® Index		3,675,886			—			(3,310,000	)		365,886
	(4,337,621	)	3/7/2023	Goldman Sachs International		(0.83	)%	Russell 2000® Index		883,321			(831,326	)		—			51,995
	(79,762,272	)	11/6/2023	Morgan Stanley & Co. International plc		(0.53	)%	Russell 2000® Index		(4,821,634	)
	(26,304,672	)	11/6/2023	Morgan Stanley & Co. International plc		(0.53	)%	iShares® Russell 2000 ETF		(1,469,641	)
	(106,066,944	)								(6,291,275	)		—			61,000			(6,230,275	)
	(14,375,476	)	11/6/2023	Societe Generale		(0.48	)%	Russell 2000® Index		(2,818,880	)		305,894			2,013,000			(499,986	)
	(17,767,759	)	3/7/2023	UBS AG		(0.33	)%	Russell 2000® Index		6,965,067			—			(6,740,000	)		225,067
	(226,932,891	)								(149,959	)
								Total Unrealized Appreciation		13,780,504
								Total Unrealized Depreciation		(13,930,463	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT RUSSELL2000 TWM :: 165

Investments	Principal Amount		Value
Short-Term Investments — 67.2%
Repurchase Agreements (a) — 9.2%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $82,377,838 (Cost $82,376,178)	$	82,376,178	$	82,376,178
U.S. Treasury Obligations (b) — 58.0%
U.S. Treasury Bills
0.36%, 6/2/2022 (c)		175,000,000		174,997,496
0.37%, 6/7/2022 (c)		5,000,000		4,999,592
0.44%, 6/9/2022 (c)		70,000,000		69,991,755
0.20%, 6/16/2022 (c)		30,000,000		29,992,766
0.52%, 6/21/2022 (c)		35,000,000		34,988,528
0.55%, 6/23/2022 (c)		10,000,000		9,996,524
0.58%, 6/30/2022 (c)		10,000,000		9,994,522
0.07%, 7/14/2022 (c)		40,000,000		39,960,456
0.39%, 7/21/2022 (c)		25,000,000		24,970,833
0.09%, 8/11/2022 (c)		2,770,000		2,764,373
1.00%, 8/18/2022 (c)		25,000,000		24,943,464
0.09%, 9/8/2022 (c)		45,000,000		44,861,013
0.51%, 11/3/2022 (c)		25,000,000		24,847,314
0.69%, 12/29/2022 (c)		25,000,000		24,768,472
Total U.S. Treasury Obligations (Cost $522,502,879)				522,077,108
Total Short-Term Investments (Cost $604,879,057)				604,453,286
Total Investments — 67.2% (Cost $604,879,057)				604,453,286
Other assets less liabilities — 32.8%				295,405,690
Net Assets — 100.0%			$	899,858,976

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

(b)  All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $98,609,347.

(c)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	92,432,128
Aggregate gross unrealized depreciation		(4,708,835	)
Net unrealized appreciation	$	87,723,293
Federal income tax cost	$	604,879,057

Futures Contracts Sold

UltraShort S&P500® had the following open short futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
S&P 500 E-Mini Index		27	6/17/2022	USD	$	5,577,188	$	451,409

See accompanying notes to the financial statements.

166 :: SDS ULTRASHORT S&P500® MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Swap Agreements^a

UltraShort S&P500® had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(237,028,388	)	5/8/2023	Bank of America NA		(1.08	)%	S&P 500®		21,273,844			(20,649,749	)		—			624,095
	(372,848,027	)	5/8/2023	BNP Paribas SA		(1.13	)%	S&P 500®		15,005,826			(12,950,668	)		—			2,055,158
	(264,011,328	)	4/10/2023	Citibank NA		(1.31	)%	S&P 500®		22,389,178			—			(20,740,000	)		1,649,178
	(89,886,659	)	3/7/2023	Goldman Sachs International		(1.18	)%	S&P 500®		7,383,946			(6,997,019	)		(9,175	)		377,752
	(275,254,908	)	11/7/2022	J.P. Morgan Securities		(0.98	)%	S&P 500®		9,613,486			—			(7,900,000	)		1,713,486
	(16,582,318	)	4/10/2023	Morgan Stanley & Co. International plc		(0.63	)%	S&P 500®		2,159,647			—			(2,130,000	)		29,647
	(389,422,080	)	3/7/2023	Societe Generale		(1.03	)%	S&P 500®		(4,283,064	)		4,283,064			—			—
	(149,152,681	)	3/7/2023	UBS AG		(0.98	)%	S&P 500®		14,154,792			—			(13,230,000	)		924,792
	(1,794,186,389	)								87,697,655
								Total Unrealized Appreciation		91,980,719
								Total Unrealized Depreciation		(4,283,064	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT S&P500® SDS :: 167

Investments	Principal Amount		Value
Short-Term Investments — 93.0%
Repurchase Agreements (a) — 93.0%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $6,253,281 (Cost $6,253,154)	$	6,253,154	$	6,253,154
Total Investments — 93.0% (Cost $6,253,154)				6,253,154
Other assets less liabilities — 7.0%				473,033
Net Assets — 100.0%			$	6,726,187

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	304,193
Aggregate gross unrealized depreciation		(1,212,110	)
Net unrealized depreciation	$	(907,917	)
Federal income tax cost	$	6,253,154

Swap Agreements^a

UltraShort Semiconductors had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(580,839	)	5/8/2023	Bank of America NA		(0.83	)%	Dow Jones U.S. SemiconductorsSM Indexf		(105,462	)		—		105,462			—
	(2,015,012	)	11/6/2023	BNP Paribas SA		(0.93	)%	Dow Jones U.S. SemiconductorsSM Indexf		(99,725	)		—		—			(99,725	)
	(265,322	)	11/7/2022	Goldman Sachs International		(0.93	)%	Dow Jones U.S. SemiconductorsSM Indexf		108,585			—		—			108,585
	(1,168,850	)	5/8/2023	J.P. Morgan Securities		(1.03	)%	Dow Jones U.S. SemiconductorsSM Indexf		84,505			—		(80,000	)		4,505
	(5,686,492	)	11/7/2022	Morgan Stanley & Co. International plc		(0.48	)%	Dow Jones U.S. SemiconductorsSM Indexf		(691,541	)		—		691,541			—
	(1,319,438	)	3/7/2023	Societe Generale		(0.83	)%	Dow Jones U.S. SemiconductorsSM Indexf		111,103			—		—			111,103
	(2,416,580	)	11/7/2022	UBS AG		(0.93	)%	Dow Jones U.S. SemiconductorsSM Indexf		(315,382	)		—		315,382			—
	(13,452,533	)								(907,917	)
								Total Unrealized Appreciation		304,193
								Total Unrealized Depreciation		(1,212,110	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to the financial statements.

168 :: SSG ULTRASHORT SEMICONDUCTORS :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  See the Common Stocks section of the Schedule of Portfolio Investments of ProShares Ultra Semiconductors for the components of the underlying reference instrument and their relative weightings.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT SEMICONDUCTORS SSG :: 169

Investments	Principal Amount		Value
Short-Term Investments — 81.6%
Repurchase Agreements (a) — 81.6%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $3,783,900 (Cost $3,783,823)	$	3,783,823	$	3,783,823
Total Investments — 81.6% (Cost $3,783,823)				3,783,823
Other assets less liabilities — 18.4%				855,755
Net Assets — 100.0%			$	4,639,578

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(446,065	)
Net unrealized depreciation	$	(446,065	)
Federal income tax cost	$	3,783,823

Swap Agreements^a

UltraShort SmallCap600 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(956,362	)	11/7/2022	Bank of America NA		(0.83	)%	S&P SmallCap 600®		(119,267	)		—		119,267		—
	(5,363,783	)	11/7/2022	Morgan Stanley & Co. International plc		(0.48	)%	S&P SmallCap 600®		(191,628	)		—		191,628		—
	(2,851,788	)	4/10/2023	Societe Generale		(0.48	)%	S&P SmallCap 600®		(112,317	)		—		112,317		—
	(105,027	)	3/7/2023	UBS AG		(0.68	)%	S&P SmallCap 600®		(22,853	)		—		22,853		—
	(9,276,960	)								(446,065	)
								Total Unrealized Depreciation		(446,065	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

170 :: SDD ULTRASHORT SMALLCAP600 :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 65.9%
Repurchase Agreements (a) — 65.9%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $5,113,080 (Cost $5,112,978)	$	5,112,978	$	5,112,978
Total Investments — 65.9% (Cost $5,112,978)				5,112,978
Other assets less liabilities — 34.1%				2,650,507
Net Assets — 100.0%			$	7,763,485

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	2,553,294
Aggregate gross unrealized depreciation		(68,982	)
Net unrealized appreciation	$	2,484,312
Federal income tax cost	$	5,112,978

Swap Agreements^a

UltraShort Technology had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)			Net Amounte ($)
	(2,552,404	)	5/8/2023	Bank of America NA		(0.78	)%	Dow Jones U.S. TechnologySM Indexf		549,997			(549,997	)		—			—
	(935,760	)	5/8/2023	BNP Paribas SA		(1.03	)%	Dow Jones U.S. TechnologySM Indexf		610,176			(610,176	)		—			—
	(2,505,070	)	3/7/2023	Goldman Sachs International		(0.93	)%	Dow Jones U.S. TechnologySM Indexf		325,354			(325,354	)		—			—
	(924,837	)	5/8/2023	J.P. Morgan Securities		(1.03	)%	Dow Jones U.S. TechnologySM Indexf		592,520			—			(592,520	)		—
	(276,723	)	11/7/2022	Morgan Stanley & Co. International plc		(0.48	)%	Dow Jones U.S. TechnologySM Indexf		(6,051	)		—			6,051			—
	(2,151,884	)	3/7/2023	Societe Generale		(0.73	)%	Dow Jones U.S. TechnologySM Indexf		475,247			(475,247	)		—			—
	(6,215,341	)	3/7/2023	UBS AG		(0.68	)%	Dow Jones U.S. TechnologySM Indexf		(62,931	)		—			62,931			—
	(15,562,019	)								2,484,312
								Total Unrealized Appreciation		2,553,294
								Total Unrealized Depreciation		(68,982	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT TECHNOLOGY REW :: 171

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  See the Common Stocks section of the Schedule of Portfolio Investments of ProShares Ultra Technology for the components of the underlying reference instrument and their relative weightings.

See accompanying notes to the financial statements.

172 :: REW ULTRASHORT TECHNOLOGY :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST

Investments	Principal Amount		Value
Short-Term Investments — 95.0%
Repurchase Agreements (a) — 95.0%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $2,281,381 (Cost $2,281,332)	$	2,281,332	$	2,281,332
Total Investments — 95.0% (Cost $2,281,332)				2,281,332
Other assets less liabilities — 5.0%				120,484
Net Assets — 100.0%			$	2,401,816

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	—
Aggregate gross unrealized depreciation		(368,029	)
Net unrealized depreciation	$	(368,029	)
Federal income tax cost	$	2,281,332

Swap Agreements^a

UltraShort Utilities had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/the Counterparty ($)		Net Amounte ($)
	(1,439,676	)	5/8/2023	Bank of America NA		(0.63	)%	Dow Jones U.S. UtilitiesSM Indexf		(112,923	)		—		79,000		(33,923	)
	(272,588	)	11/7/2022	Morgan Stanley & Co. International plc		(0.48	)%	Dow Jones U.S. UtilitiesSM Indexf		(51,371	)		—		51,371		—
	(1,414,098	)	3/7/2023	Societe Generale		(0.73	)%	Dow Jones U.S. UtilitiesSM Indexf		(23,146	)		—		12,000		(11,146	)
	(1,673,532	)	3/7/2023	UBS AG		(0.58	)%	Dow Jones U.S. UtilitiesSM Indexf		(180,589	)		—		180,589		—
	(4,799,894	)								(368,029	)
								Total Unrealized Depreciation		(368,029	)

^a  The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

^b  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

^c  Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

^d  The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

^e  Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

^f  See the Common Stocks section of the Schedule of Portfolio Investments of ProShares Ultra Utilities for the components of the underlying reference instrument and their relative weightings.

See accompanying notes to the financial statements.

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: ULTRASHORT UTILITIES SDP :: 173

STATEMENTS OF ASSETS AND LIABILITIES

174 :: MAY 31, 2022 :: STATEMENTS OF ASSETS AND LIABILITIES PROSHARES TRUST

	Short 7-10 Year Treasury			Short 20+ Year Treasury			Short Dow30SM			Short Financials			Short FTSE China 50			Short High Yield
ASSETS:
Securities and Repurchase Agreements, at cost	$	136,300,937		$	679,458,381		$	244,141,586		$	15,866,010		$	5,704,241		$	296,392,657
Securities, at value		74,942,747			599,090,626			199,534,643			—			—			224,909,979
Repurchase Agreements, at value		61,355,455			79,737,186			44,244,479			15,866,010			5,704,241			71,481,391
Cash		679,934			—			162			—			38			—
Segregated cash balances with brokers for futures contracts		24,310			376,200			925,650			—			—			—
Segregated cash balances with custodian for swap agreements		35,361,000			—			11,446,355			2,375,000			1,666,000			45,923,000
Dividends and interest receivable		1,150			1,495			830			297			107			1,340
Receivable for capital shares issued		—			—			—			—			—			8,299,407
Receivable from Advisor		—			—			—			—			5,281			—
Receivable for variation margin on futures contracts		9,752			599,096			92,565			—			—			—
Unrealized appreciation on non- exchange traded swap agreements		2,640,313			8,325,196			10,090,469			661,249			243,135			2,516,197
Prepaid expenses		2,679			8,074			3,305			1,564			1,505			2,772
Total Assets		175,017,340			688,137,873			266,338,458			18,904,120			7,620,307			353,134,086
LIABILITIES:
Cash overdraft		—			71			—			34			—			1,017
Payable for capital shares redeemed		—			4,964,478			10,134,378			—			—			9,221,563
Advisory fees payable		126,919			463,522			170,829			5,651			—			163,883
Management Services fees payable		17,176			61,802			22,864			1,620			—			24,846
Custodian fees payable		1,684			6,906			2,740			148			99			1,227
Administration fees payable		13,857			24,733			16,257			6,502			6,502			15,203
Trustee fees payable		862			4,625			1,613			57			48			602
Compliance services fees payable		670			3,940			1,462			60			45			499
Listing, Data and related fees payable		6,972			36,458			104,459			4,544			3,088			27,661
Professional fees payable		17,947			20,911			18,547			17,254			24,829			23,068
Unrealized depreciation on non- exchange traded swap agreements		3,104,943			7,370,782			112,875			372,033			748,096			588,720
Other liabilities		9,656			16,710			15,559			2,402			1,177			23,976
Total Liabilities		3,300,686			12,974,938			10,601,583			410,305			783,884			10,092,265
NET ASSETS	$	171,716,654		$	675,162,935		$	255,736,875		$	18,493,815		$	6,836,423		$	343,041,821
NET ASSETS CONSIST OF:
Paid in Capital	$	172,770,140		$	1,229,567,758		$	785,896,819		$	114,113,781		$	18,708,465		$	416,749,467
Distributable earnings (loss)		(1,053,486	)		(554,404,823	)		(530,159,944	)		(95,619,966	)		(11,872,042	)		(73,707,646	)
NET ASSETS	$	171,716,654		$	675,162,935		$	255,736,875		$	18,493,815		$	6,836,423		$	343,041,821
Shares (unlimited number of shares authorized, no par value)		6,425,000			34,000,000			7,523,755			1,474,851			400,000			18,600,000
Net Asset Value	$	26.73		$	19.86		$	33.99		$	12.54		$	17.09		$	18.44

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF ASSETS AND LIABILITIES :: MAY 31, 2022 :: 175

	Short MidCap400			Short MSCI EAFE			Short MSCI Emerging Markets			Short QQQ			Short Real Estate			Short Russell2000
ASSETS:
Securities and Repurchase Agreements, at cost	$	10,726,113		$	70,838,913		$	36,552,480		$	1,005,216,592		$	14,964,240		$	404,707,754
Securities, at value		—			34,990,628			—			883,957,951			—			339,370,274
Repurchase Agreements, at value		10,726,113			35,847,364			36,552,480			120,636,549			14,964,240			65,006,851
Cash		29			—			—			—			60			—
Segregated cash balances with brokers for futures contracts		108,000			—			—			1,193,500			—			1,427,800
Segregated cash balances with custodian for swap agreements		843,000			9,986,000			4,815,006			1,130,034			1,426,650			540,230
Dividends and interest receivable		201			672			685			2,262			281			1,219
Due from counterparty		4,582			—			—			—			—			—
Receivable for capital shares issued		—			—			—			663,155			—			1,204,479
Receivable for variation margin on futures contracts		9,720			—			—			43,750			—			282,024
Unrealized appreciation on non- exchange traded swap agreements		751,577			1,225,695			3,921,247			131,429,376			326,028			46,725,831
Prepaid expenses		4,324			2,324			1,988			8,737			1,527			3,900
Total Assets		12,447,546			82,052,683			45,291,406			1,139,065,314			16,718,786			454,562,608
LIABILITIES:
Cash overdraft		—			99			13			86			—			258
Payable for capital shares redeemed		—			15,629,434			1,431,540			52,961,239			—			—
Advisory fees payable		1,705			35,907			13,205			689,619			2,671			260,384
Management Services fees payable		980			6,094			3,632			101,019			1,291			38,292
Custodian fees payable		340			482			338			7,883			93			3,344
Administration fees payable		6,645			8,331			6,964			29,340			6,502			18,524
Trustee fees payable		67			254			182			5,025			51			1,912
Compliance services fees payable		62			153			189			3,963			47			1,698
Listing, Data and related fees payable		—			—			—			186,844			3,637			66,227
Professional fees payable		17,243			25,665			28,815			22,783			17,241			20,244
Unrealized depreciation on non- exchange traded swap agreements		212,953			1,380,638			756,433			1,239,218			425,896			846,480
Other liabilities		1,166			7,212			4,532			57,875			2,219			21,630
Total Liabilities		241,161			17,094,269			2,245,843			55,304,894			459,648			1,278,993
NET ASSETS	$	12,206,385		$	64,958,414		$	43,045,563		$	1,083,760,420		$	16,259,138		$	453,283,615
NET ASSETS CONSIST OF:
Paid in Capital	$	67,076,502		$	197,612,600		$	237,564,056		$	1,937,324,825		$	53,323,314		$	1,202,430,495
Distributable earnings (loss)		(54,870,117	)		(132,654,186	)		(194,518,493	)		(853,564,405	)		(37,064,176	)		(749,146,880	)
NET ASSETS	$	12,206,385		$	64,958,414		$	43,045,563		$	1,083,760,420		$	16,259,138		$	453,283,615
Shares (unlimited number of shares authorized, no par value)		493,667			3,325,000			3,050,000			81,712,500			899,888			18,816,642
Net Asset Value	$	24.73		$	19.54		$	14.11		$	13.26		$	18.07		$	24.09

See accompanying notes to the financial statements.

176 :: MAY 31, 2022 :: STATEMENTS OF ASSETS AND LIABILITIES PROSHARES TRUST

	Short S&P500®			Short SmallCap600			Ultra 7-10 Year Treasury			Ultra 20+ Year Treasury			Ultra Basic Materials		Ultra Consumer Goods
ASSETS:
Securities and Repurchase Agreements, at cost	$	2,362,696,915		$	6,309,515		$	17,384,871		$	35,088,590		$	56,436,959	$	10,476,905
Securities, at value(a)		2,152,861,080			—			—			—			48,036,424		7,143,614
Repurchase Agreements, at value		208,763,865			6,309,515			17,384,871			35,088,590			8,434,210		2,127,367
Cash		2,152,901			22			—			4			—		69
Segregated cash balances with brokers for futures contracts		2,777,600			—			1,870			8,360			—		—
Segregated cash balances with custodian for swap agreements		8,785,199			827,092			3,789,335			1,520,924			1,428,374		575,082
Dividends and interest receivable		3,914			118			326			658			73,921		6,239
Receivable for security lending income		—			—			—			—			92		239
Receivable for investments sold		—			—			—			—			10,046,054		11,520
Due from counterparty		—			—			—			—			97,538		2,262
Receivable from Advisor		—			1,143			—			—			—		1,274
Receivable for variation margin on futures contracts		151,900			—			—			—			—		—
Unrealized appreciation on non- exchange traded swap agreements		106,635,337			287,375			—			—			697,152		736,392
Prepaid expenses		22,139			3,135			1,559			1,801			1,970		1,559
Total Assets		2,482,153,935			7,428,400			21,177,961			36,620,337			68,815,735		10,605,617
LIABILITIES:
Cash overdraft		—			—			27			—			46		—
Payable for capital shares redeemed		124,628,585			—			—			—			4,771,918		—
Payable for cash collateral received from securities loaned		—			—			—			—			221,659		48,530
Advisory fees payable		1,587,280			—			7,167			19,987			28,190		—
Management Services fees payable		211,636			—			—			3,072			5,204		—
Custodian fees payable		15,759			69			548			929			961		1,501
Administration fees payable		40,540			6,502			6,607			6,651			15,275		12,610
Trustee fees payable		10,540			28			110			277			404		80
Compliance services fees payable		8,991			28			111			283			419		81
Listing, Data and related fees payable		—			—			884			2,362			27,594		5,545
Professional fees payable		27,753			17,214			17,651			17,797			22,319		21,001
Payable for variation margin on futures contracts		—			—			750			3,188			—		—
Unrealized depreciation on non- exchange traded swap agreements		5,032,219			332,228			3,260,294			373,104			1,490,489		2,153,476
Other liabilities		131,904			1,140			1,480			4,013			2,463		1,007
Total Liabilities		131,695,207			357,209			3,295,629			431,663			6,586,941		2,243,831
NET ASSETS	$	2,350,458,728		$	7,071,191		$	17,882,332		$	36,188,674		$	62,228,794	$	8,361,786
NET ASSETS CONSIST OF:
Paid in Capital	$	6,472,541,965		$	47,722,632		$	148,828,385		$	59,093,152		$	51,960,273	$	7,240,415
Distributable earnings (loss)		(4,122,083,237	)		(40,651,441	)		(130,946,053	)		(22,904,478	)		10,268,521		1,121,371
NET ASSETS	$	2,350,458,728		$	7,071,191		$	17,882,332		$	36,188,674		$	62,228,794	$	8,361,786
Shares (unlimited number of shares authorized, no par value)		154,380,826			393,681			325,000			1,075,000			2,325,000		400,000
Net Asset Value	$	15.23		$	17.96		$	55.02		$	33.66		$	26.77	$	20.90
(a) Includes securities on loan valued at:	$	—		$	—		$	—		$	—		$	193,247	$	34,576

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF ASSETS AND LIABILITIES :: MAY 31, 2022 :: 177

	Ultra Consumer Services			Ultra Dow30SM		Ultra Financials		Ultra FTSE China 50			Ultra FTSE Europe			Ultra Health Care
ASSETS:
Securities and Repurchase Agreements, at cost	$	20,468,924		$	453,440,608	$	574,031,849	$	4,077,094		$	2,695,790		$	137,942,415
Securities, at value(a)		12,428,509			336,506,815		509,764,377		—			—			106,364,802
Repurchase Agreements, at value		3,904,044			89,649,849		13,710,246		4,077,094			2,695,790			21,512,698
Cash		270,107			—		144,738		259,985			—			7
Segregated cash balances with brokers for futures contracts		—			2,057,000		—		—			—			—
Segregated cash balances with custodian for swap agreements		4,728,955			3,608,281		2,823,135		18,182,675			2,396,198			1,267,089
Dividends and interest receivable		5,353			921,526		502,394		76			51			160,896
Receivable for security lending income		104			192		2,210		—			—			94
Receivable for investments sold		4,863			—		—		—			—			—
Receivable from Advisor		41			—		—		5,619			5,487			—
Unrealized appreciation on non- exchange traded swap agreements		—			4,217		146,142,591		—			56,204			48,645
Prepaid expenses		1,609			4,593		7,288		1,547			1,493			2,523
Total Assets		21,343,585			432,752,473		673,096,979		22,526,996			5,155,223			129,356,754
LIABILITIES:
Cash overdraft		—			142		—		—			14			—
Payable for investments purchased		—			4,510,733		—		—			—			22,620
Payable for cash collateral received from securities loaned		26,435			—		687,211		—			—			51,462
Advisory fees payable		—			238,820		398,195		—			—			70,245
Management Services fees payable		—			32,294		53,635		—			—			10,163
Custodian fees payable		2,304			5,245		11,671		138			46			2,640
Administration fees payable		12,609			27,818		33,052		6,117			6,502			19,329
Trustee fees payable		153			2,703		5,133		85			31			897
Compliance services fees payable		167			2,630		4,888		104			29			914
Listing, Data and related fees payable		11,376			176,049		331,921		4,736			565			56,682
Professional fees payable		20,566			22,824		30,573		29,767			30,143			22,924
Payable for variation margin on futures contracts		—			205,699		—		—			—			—
Unrealized depreciation on non- exchange traded swap agreements		7,394,757			41,924,521		—		12,060,166			1,147,564			11,252,729
Other liabilities		1,473			10,897		18,023		1,807			879			3,494
Total Liabilities		7,469,840			47,160,375		1,574,302		12,102,920			1,185,773			11,514,099
NET ASSETS	$	13,873,745		$	385,592,098	$	671,522,677	$	10,424,076		$	3,969,450		$	117,842,655
NET ASSETS CONSIST OF:
Paid in Capital	$	21,833,489		$	356,619,465	$	582,667,908	$	26,838,776		$	4,025,460		$	131,543,005
Distributable earnings (loss)		(7,959,744	)		28,972,633		88,854,769		(16,414,700	)		(56,010	)		(13,700,350	)
NET ASSETS	$	13,873,745		$	385,592,098	$	671,522,677	$	10,424,076		$	3,969,450		$	117,842,655
Shares (unlimited number of shares authorized, no par value)		475,000			5,900,000		12,457,750		350,000			75,000			1,275,000
Net Asset Value	$	29.21		$	65.35	$	53.90	$	29.78		$	52.93		$	92.43
(a) Includes securities on loan valued at:	$	116,228		$	1,130,296	$	4,056,340	$	—		$	—		$	906,626

See accompanying notes to the financial statements.

178 :: MAY 31, 2022 :: STATEMENTS OF ASSETS AND LIABILITIES PROSHARES TRUST

	Ultra High Yield			Ultra Industrials			Ultra MidCap400			Ultra MSCI Brazil Capped			Ultra MSCI EAFE			Ultra MSCI Emerging Markets
ASSETS:
Securities and Repurchase Agreements, at cost	$	4,957,679		$	22,840,799		$	147,523,304		$	5,752,142		$	5,476,481		$	17,573,951
Securities, at value(a)		—			15,511,359			112,563,184			—			—			—
Repurchase Agreements, at value		4,957,679			3,162,129			37,348,285			5,752,142			5,476,481			17,573,951
Cash		—			51			150,883			34			—			568,678
Segregated cash balances with brokers for futures contracts		—			—			1,215,000			—			—			—
Segregated cash balances with custodian for swap agreements		4,391,000			3,034,742			388,592			6,094,394			6,645,005			28,431,169
Dividends and interest receivable		93			32,829			107,977			108			103			329
Receivable for security lending income		—			37			387			—			—			—
Receivable for capital shares issued		15,171,943			—			—			—			—			—
Receivable from Advisor		—			—			—			5,797			7,013			—
Unrealized appreciation on non- exchange traded swap agreements		—			—			—			19,592			—			—
Prepaid expenses		40,304			1,625			5,296			1,891			2,111			5,278
Total Assets		24,561,019			21,742,772			151,779,604			11,873,958			12,130,713			46,579,405
LIABILITIES:
Cash overdraft		18			—			—			—			16			—
Payable for investments purchased		—			—			2,066,821			—			—			—
Payable for capital shares redeemed		1,685,771			—			—			—			—			—
Payable for cash collateral received from securities loaned		—			20,871			246,710			—			—			—
Advisory fees payable		50,840			12,308			67,294			—			—			8,338
Management Services fees payable		—			1,392			9,994			—			—			2,187
Custodian fees payable		89			1,808			14,441			117			94			368
Administration fees payable		—			12,763			18,661			6,502			6,502			5,611
Trustee fees payable		93			150			948			49			69			268
Compliance services fees payable		127			165			935			40			73			312
Listing, Data and related fees payable		2,583			11,266			—			—			—			—
Professional fees payable		22,613			20,327			19,563			30,353			30,375			28,994
Payable for variation margin on futures contracts		—			—			11,410			—			—			—
Unrealized depreciation on non- exchange traded swap agreements		2,571,284			4,966,409			26,402,875			2,292,805			3,028,732			19,799,735
Other liabilities		1,015			1,511			5,620			1,579			1,091			2,907
Total Liabilities		4,334,433			5,048,970			28,865,272			2,331,445			3,066,952			19,848,720
NET ASSETS	$	20,226,586		$	16,693,802		$	122,914,332		$	9,542,513		$	9,063,761		$	26,730,685
NET ASSETS CONSIST OF:
Paid in Capital	$	21,402,741		$	24,995,937		$	243,867,568		$	22,218,458		$	15,473,430		$	47,852,750
Distributable earnings (loss)		(1,176,155	)		(8,302,135	)		(120,953,236	)		(12,675,945	)		(6,409,669	)		(21,122,065	)
NET ASSETS	$	20,226,586		$	16,693,802		$	122,914,332		$	9,542,513		$	9,063,761		$	26,730,685
Shares (unlimited number of shares authorized, no par value)		300,000			700,000			2,275,000			291,557			225,000			425,000
Net Asset Value	$	67.42		$	23.85		$	54.03		$	32.73		$	40.28		$	62.90
(a) Includes securities on loan valued at:	$	—		$	60,891		$	1,025,179		$	—		$	—		$	—

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF ASSETS AND LIABILITIES :: MAY 31, 2022 :: 179

	Ultra MSCI Japan			Ultra Nasdaq Biotechnology			Ultra Nasdaq Cloud Computing			Ultra Nasdaq Cybersecurity			Ultra Oil & Gas		Ultra QQQ
ASSETS:
Securities and Repurchase Agreements, at cost	$	4,431,276		$	129,533,168		$	2,348,070		$	996,853		$	71,431,750	$	4,823,162,532
Securities, at value(a)		2,851,199			83,016,887			1,577,019			210,848			104,773,909		4,050,210,242
Repurchase Agreements, at value		1,081,705			8,683,464			312,760			752,261			694,298		224,175,700
Cash		—			818,408			366			—			—		11,831
Segregated cash balances with brokers for futures contracts		—			—			—			—			—		26,018,300
Segregated cash balances with custodian for swap agreements		4,124,771			55,945,327			1,170,442			2,880,000			1,341,314		201,027,671
Dividends and interest receivable		20			82,044			2,003			14			745,414		2,866,906
Receivable for security lending income		—			6,915			—			—			100		56,314
Receivable for investments sold		—			—			—			—			24,388,626		—
Due from counterparty		—			—			—			—			113,495		—
Receivable for capital shares issued		—			—			—			—			—		84,144,359
Receivable from Advisor		28,371			—			13,876			—			—		—
Reclaims receivable		—			13,218			—			—			—		—
Unrealized appreciation on non- exchange traded swap agreements		—			—			—			—			98,237,569		88,656,556
Prepaid expenses		2,018			921			23			2,830			3,017		44,319
Total Assets		8,088,084			148,567,184			3,076,489			3,845,953			230,297,742		4,677,212,198
LIABILITIES:
Cash overdraft		13			—			—			18			20		—
Payable for capital shares redeemed		—			—			—			—			11,072,879		—
Payable for cash collateral received from securities loaned		—			2,366,248			—			—			242,444		13,789,342
Advisory fees payable		—			33,952			—			5,331			123,633		2,070,060
Management Services fees payable		—			7,869			—			—			17,476		294,483
Custodian fees payable		66			13,131			916			40			3,093		57,204
Administration fees payable		31,016			17,689			14,603			—			22,599		63,428
Trustee fees payable		51			828			18			25			1,386		30,683
Compliance services fees payable		46			1,192			15			23			1,164		29,499
Listing, Data and related fees payable		—			19,367			2,148			2,462			82,147		667,219
Professional fees payable		19,812			23,657			17,197			17,203			23,408		45,387
Payable for variation margin on futures contracts		—			—			—			—			—		953,745
Unrealized depreciation on non- exchange traded swap agreements		2,275,777			52,388,108			1,210,948			1,487,155			—		979,808,973
Other liabilities		1,502			10,050			676			547			6,162		78,042
Total Liabilities		2,328,283			54,882,091			1,246,521			1,512,804			11,596,411		997,888,065
NET ASSETS	$	5,759,801		$	93,685,093		$	1,829,968		$	2,333,149		$	218,701,331	$	3,679,324,133
NET ASSETS CONSIST OF:
Paid in Capital	$	7,767,177		$	271,214,403		$	3,798,372		$	3,535,397		$	88,501,486	$	4,687,411,885
Distributable earnings (loss)		(2,007,376	)		(177,529,310	)		(1,968,404	)		(1,202,248	)		130,199,845		(1,008,087,752	)
NET ASSETS	$	5,759,801		$	93,685,093		$	1,829,968		$	2,333,149		$	218,701,331	$	3,679,324,133
Shares (unlimited number of shares authorized, no par value)		175,000			1,950,000			100,001			75,001			5,002,944		72,600,000
Net Asset Value	$	32.91		$	48.04		$	18.30		$	31.11		$	43.71	$	50.68
(a) Includes securities on loan valued at:	$	—		$	3,413,879		$	—		$	—		$	1,517,994	$	18,465,573

See accompanying notes to the financial statements.

180 :: MAY 31, 2022 :: STATEMENTS OF ASSETS AND LIABILITIES PROSHARES TRUST

	Ultra Real Estate			Ultra Russell2000			Ultra S&P500®		Ultra Semiconductors			Ultra SmallCap600			Ultra Technology
ASSETS:
Securities and Repurchase Agreements, at cost	$	115,357,437		$	248,563,884		$	4,387,419,860	$	252,747,139		$	39,408,583		$	732,601,701
Securities, at value(a)		92,778,392			132,558,141			3,705,681,277		164,754,104			30,000,861			479,530,772
Repurchase Agreements, at value		15,273,632			66,531,831			219,203,627		73,963,623			6,447,256			167,884,223
Cash		1,312,019			1,412,839			5,218,946		9,669,682			—			9,224,803
Segregated cash balances with brokers for futures contracts		—			980,100			28,112,000		—			—			—
Segregated cash balances with custodian for swap agreements		6,583,328			35,683,362			14,528,097		50,493,562			1,097,309			108,388,402
Dividends and interest receivable		44,239			122,465			4,597,384		205,815			25,271			427,498
Receivable for security lending income		190			7,895			1,071		42			171			409
Receivable for investments sold		—			7,521,562			—		—			156,617			—
Receivable for capital shares issued		—			13,031,712			27,178,588		—			—			—
Receivable from Advisor		—			43,392			—		—			6,312			—
Receivable for variation margin on futures contracts		—			—			4,140,666		—			—			—
Unrealized appreciation on non- exchange traded swap agreements		38,372			28,364			11,769,844		19,263,270			—			6,066,882
Prepaid expenses		2,361			3,177			40,022		3,999			3,374			7,841
Total Assets		116,032,533			257,924,840			4,020,471,522		318,354,097			37,737,171			771,530,830
LIABILITIES:
Cash overdraft		—			—			—		—			27			—
Payable for investments purchased		—			178,350			70,459,267		—			—			77,296
Payable for capital shares redeemed		—			7,610,364			—		—			—			—
Payable for cash collateral received from securities loaned		98,319			3,360,840			1,589,475		227,427			226,827			569,684
Advisory fees payable		54,722			—			2,086,943		135,944			—			293,931
Management Services fees payable		8,544			—			278,257		19,859			—			45,605
Custodian fees payable		1,880			180,542			175,981		5,598			14,079			31,492
Administration fees payable		18,333			18,354			60,547		23,402			12,975			31,199
Trustee fees payable		767			1,387			26,380		2,235			244			5,308
Compliance services fees payable		726			2,012			24,902		1,951			237			5,281
Listing, Data and related fees payable		47,091			27,615			—		128,451			—			340,704
Professional fees payable		22,956			21,704			42,932		18,817			17,761			24,690
Payable for variation margin on futures contracts		—			193,581			—		—			—			—
Unrealized depreciation on non- exchange traded swap agreements		13,461,168			64,550,391			521,469,245		70,200,317			4,528,332			230,712,810
Other liabilities		4,588			9,601			58,279		10,440			1,668			13,203
Total Liabilities		13,719,094			76,154,741			596,272,208		70,774,441			4,802,150			232,151,203
NET ASSETS	$	102,313,439		$	181,770,099		$	3,424,199,314	$	247,579,656		$	32,935,021		$	539,379,627
NET ASSETS CONSIST OF:
Paid in Capital	$	104,340,522		$	341,296,234		$	3,356,805,893	$	287,862,975		$	35,454,221		$	497,065,662
Distributable earnings (loss)		(2,027,083	)		(159,526,135	)		67,393,421		(40,283,319	)		(2,519,200	)		42,313,965
NET ASSETS	$	102,313,439		$	181,770,099		$	3,424,199,314	$	247,579,656		$	32,935,021		$	539,379,627
Shares (unlimited number of shares authorized, no par value)		1,233,744			4,900,000			63,550,000		8,750,000			1,325,000			15,425,000
Net Asset Value	$	82.93		$	37.10		$	53.88	$	28.29		$	24.86		$	34.97
(a) Includes securities on loan valued at:	$	1,316,000		$	5,200,000		$	31,941,272	$	538,881		$	1,199,319		$	1,823,266

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF ASSETS AND LIABILITIES :: MAY 31, 2022 :: 181

	Ultra Telecommunications			Ultra Utilities		UltraPro Dow30SM		UltraPro MidCap400		UltraPro QQQ			UltraPro Russell2000
ASSETS:
Securities and Repurchase Agreements, at cost	$	2,072,988		$	20,751,300	$	806,793,901	$	39,456,430	$	19,947,223,330		$	324,689,890
Securities, at value(a)		1,757,901			18,128,301		571,431,304		25,244,747		15,882,548,859			217,932,040
Repurchase Agreements, at value		357,543			3,924,461		150,844,557		11,048,363		1,925,468,443			50,204,239
Cash		58			—		—		370,149		560,804,966			4,737,087
Segregated cash balances with brokers for futures contracts		—			—		4,922,775		216,000		158,411,550			2,413,950
Segregated cash balances with custodian for swap agreements		286,838			228,048		21,868,300		7,050,845		1,883,905,391			160,901,389
Dividends and interest receivable		1,788			79,822		1,614,916		25,284		10,214,342			185,655
Receivable for security lending income		5			8		—		30		212,742			10,944
Receivable for investments sold		—			—		6,101,913		—		109,008,061			2,764,897
Due from counterparty		—			4,427		—		—		—			—
Receivable for capital shares issued		—			—		3,060,757		—		10,001,853			—
Receivable from Advisor		9,073			—		—		—		—			113,228
Reclaims receivable		—			—		—		—		—			371
Receivable for variation margin on futures contracts		—			—		1,065,442		29,527		23,963,016			—
Unrealized appreciation on non- exchange traded swap agreements		592			1,571,165		52,835,461		—		142,830,209			4,258,976
Prepaid expenses		1,478			1,635		7,586		3,504		147,204			3,756
Total Assets		2,415,276			23,937,867		813,753,011		43,988,449		20,707,516,636			443,526,532
LIABILITIES:
Cash overdraft		—			15		984		—		—			—
Payable for investments purchased		—			—		20,056,722		35,810		510,918,031			20,260,292
Payable for capital shares redeemed		—			—		6,180,976		—		110,870,811			2,722,880
Payable for cash collateral received from securities loaned		53,017			—		—		9,835		43,716,530			4,869,345
Advisory fees payable		—			12,423		423,474		3,911		7,117,536			—
Management Services fees payable		—			1,922		57,501		2,546		1,101,065			—
Custodian fees payable		102			418		13,594		16,615		210,157			226,941
Administration fees payable		12,610			12,610		33,689		12,343		147,216			23,677
Trustee fees payable		15			128		5,044		277		107,035			2,149
Compliance services fees payable		14			125		5,120		284		90,661			2,097
Listing, Data and related fees payable		950			7,540		329,179		—		2,398,840			40,710
Professional fees payable		20,562			20,671		22,798		19,051		98,211			19,962
Payable for variation margin on futures contracts		—			—		—		—		—			239,153
Unrealized depreciation on non- exchange traded swap agreements		361,714			—		94,880,927		14,087,373		6,332,676,163			155,666,522
Other liabilities		1,210			1,862		19,518		1,794		885,323			13,561
Total Liabilities		450,194			57,714		122,029,526		14,189,839		7,010,337,579			184,087,289
NET ASSETS	$	1,965,082		$	23,880,153	$	691,723,485	$	29,798,610	$	13,697,179,057		$	259,439,243
NET ASSETS CONSIST OF:
Paid in Capital	$	2,855,616		$	22,236,654	$	625,980,781	$	22,312,319	$	19,872,065,508		$	388,419,924
Distributable earnings (loss)		(890,534	)		1,643,499		65,742,704		7,486,291		(6,174,886,451	)		(128,980,681	)
NET ASSETS	$	1,965,082		$	23,880,153	$	691,723,485	$	29,798,610	$	13,697,179,057		$	259,439,243
Shares (unlimited number of shares authorized, no par value)		50,000			300,000		11,300,000		1,325,000		414,750,000			4,950,000
Net Asset Value	$	39.30		$	79.60	$	61.21	$	22.49	$	33.03		$	52.41
(a) Includes securities on loan valued at:	$	50,766		$	82,234	$	799,032	$	70,921	$	63,192,536		$	7,750,898

See accompanying notes to the financial statements.

182 :: MAY 31, 2022 :: STATEMENTS OF ASSETS AND LIABILITIES PROSHARES TRUST

	UltraPro S&P500®			UltraPro Short 20+ Year Treasury			UltraPro Short Dow30SM			UltraPro Short MidCap400			UltraPro Short QQQ			UltraPro Short Russell2000
ASSETS:
Securities and Repurchase Agreements, at cost	$	3,204,896,312		$	368,764,296		$	298,673,324		$	4,589,378		$	2,442,312,381		$	131,521,442
Securities, at value(a)		2,856,552,660			244,539,637			230,515,470			—			2,236,805,649			85,686,546
Repurchase Agreements, at value		80,239,486			123,998,104			68,056,851			4,589,378			203,539,959			45,730,619
Cash		132,706,814			—			—			—			—			—
Segregated cash balances with brokers for futures contracts		19,689,600			418,000			546,975			54,000			971,850			326,700
Segregated cash balances with custodian for swap agreements		339,416,890			26,506,000			9,487,000			2,395,650			45,106,000			24,978,001
Dividends and interest receivable		3,057,753			2,325			1,276			86			3,816			857
Receivable for security lending income		358			—			—			—			—			—
Receivable for investments sold		4,694,362			—			—			—			—			—
Receivable for capital shares issued		51,532,130			2,827,316			6,170,897			—			383,677,325			2,835,045
Receivable from Advisor		—			—			—			414			—			—
Receivable for variation margin on futures contracts		3,129,178			444,161			36,467			4,860			23,755			43,028
Unrealized appreciation on non- exchange traded swap agreements		16,062,194			13,463,180			46,298,068			924,391			212,786,459			8,717,876
Prepaid expenses		29,990			3,305			4,105			3,250			32,401			2,737
Total Assets		3,507,111,415			412,202,028			361,117,109			7,972,029			3,082,947,214			168,321,409
LIABILITIES:
Cash overdraft		—			53			648			18			2,120			171
Payable for investments purchased		141,709,687			—			—			—			—			—
Payable for capital shares redeemed		4,640,403			—			1,521,133			—			4,696,457			2,835,045
Payable for cash collateral received from securities loaned		278,159			—			—			—			—			—
Advisory fees payable		1,518,267			266,958			218,422			—			1,669,373			102,672
Management Services fees payable		202,434			33,735			29,442			—			232,607			15,511
Custodian fees payable		184,748			2,440			3,573			265			22,130			2,097
Administration fees payable		51,525			17,934			17,721			6,502			44,535			13,339
Trustee fees payable		19,529			1,545			2,192			48			14,399			1,071
Compliance services fees payable		17,053			1,110			2,181			35			11,344			836
Listing, Data and related fees payable		—			12,632			153,826			—			488,796			30,118
Professional fees payable		34,241			18,531			20,365			18,484			30,114			19,277
Unrealized depreciation on non- exchange traded swap agreements		785,296,763			7,888,071			7,545,590			406,501			250,857,622			14,877,508
Other liabilities		85,472			18,389			14,141			1,480			66,599			6,018
Total Liabilities		934,038,281			8,261,398			9,529,234			433,333			258,136,096			17,903,663
NET ASSETS	$	2,573,073,134		$	403,940,630		$	351,587,875		$	7,538,696		$	2,824,811,118		$	150,417,746
NET ASSETS CONSIST OF:
Paid in Capital	$	2,723,361,216		$	404,972,571		$	1,891,806,615		$	63,414,448		$	7,389,433,928		$	701,624,910
Distributable earnings (loss)		(150,288,082	)		(1,031,941	)		(1,540,218,740	)		(55,875,752	)		(4,564,622,810	)		(551,207,164	)
NET ASSETS	$	2,573,073,134		$	403,940,630		$	351,587,875		$	7,538,696		$	2,824,811,118		$	150,417,746
Shares (unlimited number of shares authorized, no par value)		55,450,000			7,143,605			11,342,280			298,643			59,600,547			2,557,646
Net Asset Value	$	46.40		$	56.55		$	31.00		$	25.24		$	47.40		$	58.81
(a) Includes securities on loan valued at:	$	449,507		$	—		$	—		$	—		$	—		$	—

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF ASSETS AND LIABILITIES :: MAY 31, 2022 :: 183

	UltraPro Short S&P500®			UltraShort 7-10 Year Treasury			UltraShort 20+ Year Treasury			UltraShort Basic Materials			UltraShort Consumer Goods			UltraShort Consumer Services
ASSETS:
Securities and Repurchase Agreements, at cost	$	561,972,769		$	128,158,177		$	1,356,179,817		$	2,251,937		$	2,007,935		$	2,073,388
Securities, at value		479,246,464			49,760,277			1,243,374,577			—			—			—
Repurchase Agreements, at value		82,174,813			78,266,369			111,695,574			2,251,937			2,007,935			2,073,388
Cash		674,527			—			—			24			38			—
Segregated cash balances with brokers for futures contracts		470,400			26,180			668,800			—			—			—
Segregated cash balances with custodian for swap agreements		18,134,001			6,373,766			5,532			844,160			279,707			159,007
Dividends and interest receivable		1,541			1,467			2,094			42			38			39
Receivable for capital shares issued		48,677,798			—			—			—			—			—
Receivable from Advisor		—			—			—			4,938			7,179			4,621
Receivable for variation margin on futures contracts		25,725			10,504			1,337,190			—			—			—
Unrealized appreciation on non- exchange traded swap agreements		143,745,178			—			45,741,907			—			84,142			1,039,622
Prepaid expenses		10,205			2,244			14,117			1,478			1,466			1,479
Total Assets		773,160,652			134,440,807			1,402,839,791			3,102,579			2,380,505			3,278,156
LIABILITIES:
Cash overdraft		—			63			93			—			—			50
Payable for capital shares redeemed		—			8,768,554			—			—			—			—
Advisory fees payable		450,429			78,150			923,317			—			—			—
Management Services fees payable		60,057			10,843			123,108			—			—			—
Custodian fees payable		5,756			1,301			11,362			33			18			53
Administration fees payable		23,924			11,262			33,109			6,502			6,502			6,502
Trustee fees payable		3,529			653			8,307			12			5			11
Compliance services fees payable		3,260			458			8,246			13			5			8
Listing, Data and related fees payable		—			4,847			71,268			796			371			610
Professional fees payable		21,614			17,678			25,541			17,197			20,548			19,193
Unrealized depreciation on non- exchange traded swap agreements		51,839,080			2,779,027			11,388,734			625,828			39,592			11,237
Other liabilities		38,166			7,990			33,067			18,230			1,160			2,750
Total Liabilities		52,445,815			11,680,826			12,626,152			668,611			68,201			40,414
NET ASSETS	$	720,714,837		$	122,759,981		$	1,390,213,639		$	2,433,968		$	2,312,304		$	3,237,742
NET ASSETS CONSIST OF:
Paid in Capital	$	4,720,950,935		$	252,292,053		$	6,391,141,332		$	87,726,545		$	11,544,481		$	22,573,712
Distributable earnings (loss)		(4,000,236,098	)		(129,532,072	)		(5,000,927,693	)		(85,292,577	)		(9,232,177	)		(19,335,970	)
NET ASSETS	$	720,714,837		$	122,759,981		$	1,390,213,639		$	2,433,968		$	2,312,304		$	3,237,742
Shares (unlimited number of shares authorized, no par value)		44,297,347			6,300,000			54,106,929			235,083			165,568			121,800
Net Asset Value	$	16.27		$	19.49		$	25.69		$	10.35		$	13.97		$	26.58

See accompanying notes to the financial statements.

184 :: MAY 31, 2022 :: STATEMENTS OF ASSETS AND LIABILITIES PROSHARES TRUST

	UltraShort Dow30SM			UltraShort Financials			UltraShort FTSE China 50			UltraShort FTSE Europe			UltraShort Health Care			UltraShort Industrials
ASSETS:
Securities and Repurchase Agreements, at cost	$	86,066,118		$	10,914,793		$	19,218,541		$	39,136,139		$	2,904,771		$	2,010,597
Securities, at value		49,943,105			—			—			—			—			—
Repurchase Agreements, at value		36,120,384			10,914,793			19,218,541			39,136,139			2,904,771			2,010,597
Cash		—			—			—			7			—			18
Segregated cash balances with brokers for futures contracts		392,700			—			—			—			—			—
Segregated cash balances with custodian for swap agreements		21,451,890			5,456,554			12,566,039			18,276,000			513,092			343,256
Dividends and interest receivable		677			205			360			734			54			38
Due from counterparty		—			—			—			—			558			—
Receivable for capital shares issued		—			—			—			327,775			322,525			—
Receivable from Advisor		—			—			—			—			6,858			5,783
Receivable for variation margin on futures contracts		39,270			—			—			—			—			—
Unrealized appreciation on non- exchange traded swap agreements		9,496,608			1,379,102			535,169			1,553,737			2,012			494,761
Prepaid expenses		2,171			1,552			1,636			1,672			1,472			1,486
Total Assets		117,446,805			17,752,206			32,321,745			59,296,064			3,751,342			2,855,939
LIABILITIES:
Cash overdraft		25			24			127			—			23			—
Advisory fees payable		65,461			3,493			4,993			19,900			—			—
Management Services fees payable		9,562			1,390			2,301			4,497			—			—
Custodian fees payable		1,300			141			244			303			53			48
Administration fees payable		10,497			6,355			6,095			7,524			6,502			6,502
Trustee fees payable		630			73			135			100			13			16
Compliance services fees payable		576			73			122			81			10			13
Listing, Data and related fees payable		41,886			5,380			9,405			3,439			752			821
Professional fees payable		18,631			17,258			27,738			27,894			20,553			20,926
Unrealized depreciation on non- exchange traded swap agreements		8,283,305			1,708,964			7,839,280			3,346,132			328,197			—
Other liabilities		17,248			3,753			2,406			5,639			948			3,725
Total Liabilities		8,449,121			1,746,904			7,892,846			3,415,509			357,051			32,051
NET ASSETS	$	108,997,684		$	16,005,302		$	24,428,899		$	55,880,555		$	3,394,291		$	2,823,888
NET ASSETS CONSIST OF:
Paid in Capital	$	836,567,514		$	519,654,301		$	277,322,596		$	276,546,410		$	14,986,187		$	23,461,469
Distributable earnings (loss)		(727,569,830	)		(503,648,999	)		(252,893,697	)		(220,665,855	)		(11,591,896	)		(20,637,581	)
NET ASSETS	$	108,997,684		$	16,005,302		$	24,428,899		$	55,880,555		$	3,394,291		$	2,823,888
Shares (unlimited number of shares authorized, no par value)		2,359,786			847,666			651,947			4,262,119			255,430			165,135
Net Asset Value	$	46.19		$	18.88		$	37.47		$	13.11		$	13.29		$	17.10

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF ASSETS AND LIABILITIES :: MAY 31, 2022 :: 185

	UltraShort MidCap400			UltraShort MSCI Brazil Capped			UltraShort MSCI EAFE			UltraShort MSCI Emerging Markets			UltraShort MSCI Japan			UltraShort Nasdaq Biotechnology
ASSETS:
Securities and Repurchase Agreements, at cost	$	2,308,157		$	10,280,163		$	1,418,701		$	8,738,608		$	4,929,962		$	3,628,839
Securities, at value		—			—			—			—			—			—
Repurchase Agreements, at value		2,308,157			10,280,163			1,418,701			8,738,608			4,929,962			3,628,839
Cash		17			—			14			—			—			29
Segregated cash balances with brokers for futures contracts		27,000			—			—			—			—			—
Segregated cash balances with custodian for swap agreements		1,031,304			11,086,000			236,650			3,075,000			1,421,091			1,629,000
Dividends and interest receivable		43			193			27			164			92			68
Receivable from Advisor		3,836			3,876			9,651			2,858			6,647			1,443
Receivable for variation margin on futures contracts		2,430			—			—			—			—			—
Unrealized appreciation on non- exchange traded swap agreements		228,025			54,816			101,182			877,283			319,564			3,591,186
Prepaid expenses		4,262			2,178			1,516			1,584			1,577			69
Total Assets		3,605,074			21,427,226			1,767,741			12,695,497			6,678,933			8,850,634
LIABILITIES:
Cash overdraft		—			25			—			26			15			—
Custodian fees payable		160			157			33			114			44			122
Administration fees payable		6,502			6,781			6,502			6,502			6,502			6,527
Trustee fees payable		12			84			9			49			25			60
Compliance services fees payable		11			83			8			41			24			47
Listing, Data and related fees payable		—			—			—			—			—			3,067
Professional fees payable		17,203			30,996			25,861			26,787			26,430			20,588
Unrealized depreciation on non- exchange traded swap agreements		680,202			7,892,372			109,830			1,531,738			335,325			395,047
Other liabilities		2,648			2,133			1,100			2,035			1,304			1,357
Total Liabilities		706,738			7,932,631			143,343			1,567,292			369,669			426,815
NET ASSETS	$	2,898,336		$	13,494,595		$	1,624,398		$	11,128,205		$	6,309,264		$	8,423,819
NET ASSETS CONSIST OF:
Paid in Capital	$	57,551,223		$	107,270,299		$	22,329,008		$	177,557,961		$	33,563,593		$	79,813,818
Distributable earnings (loss)		(54,652,887	)		(93,775,704	)		(20,704,610	)		(166,429,756	)		(27,254,329	)		(71,389,999	)
NET ASSETS	$	2,898,336		$	13,494,595		$	1,624,398		$	11,128,205		$	6,309,264		$	8,423,819
Shares (unlimited number of shares authorized, no par value)		163,510			658,667			137,428			538,771			374,913			296,096
Net Asset Value	$	17.73		$	20.49		$	11.82		$	20.65		$	16.83		$	28.45

See accompanying notes to the financial statements.

186 :: MAY 31, 2022 :: STATEMENTS OF ASSETS AND LIABILITIES PROSHARES TRUST

	UltraShort Oil & Gas			UltraShort QQQ			UltraShort Real Estate			UltraShort Russell2000			UltraShort S&P500®			UltraShort Semiconductors
ASSETS:
Securities and Repurchase Agreements, at cost	$	26,446,572		$	291,088,118		$	21,057,903		$	95,577,628		$	604,879,057		$	6,253,154
Securities, at value		—			219,699,197			—			34,991,662			522,077,108			—
Repurchase Agreements, at value		26,446,572			71,178,161			21,057,903			60,585,395			82,376,178			6,253,154
Cash		91			—			11			282			777			—
Segregated cash balances with brokers for futures contracts		—			528,550			—			290,400			604,800			—
Segregated cash balances with custodian for swap agreements		23,227,461			21,349,136			3,768,271			10,811,588			31,357,436			1,404,078
Dividends and interest receivable		496			1,335			395			1,136			1,544			117
Due from broker		—			—			—			9,221,198			—			—
Receivable for capital shares issued		2,482,995			16,773,301			—			836,734			176,377,677			—
Receivable from Advisor		—			—			—			—			—			2,110
Receivable for variation margin on futures contracts		—			19,375			—			57,363			33,075			—
Unrealized appreciation on non- exchange traded swap agreements		—			69,445,856			3,585,116			13,780,504			91,980,719			304,193
Prepaid expenses		1,696			3,641			1,584			2,171			9,448			1,492
Total Assets		52,159,311			398,998,552			28,413,280			130,578,433			904,818,762			7,965,144
LIABILITIES:
Cash overdraft		—			256			—			—			—			87
Payable for capital shares redeemed		—			13,383,311			—			816,467			—			—
Advisory fees payable		7,814			221,045			10,331			61,366			491,608			—
Management Services fees payable		2,402			32,636			2,475			9,980			65,547			—
Custodian fees payable		248			3,391			177			1,475			6,301			57
Administration fees payable		6,508			17,745			6,546			10,694			25,413			6,502
Trustee fees payable		99			2,042			100			620			4,052			25
Compliance services fees payable		113			1,513			91			506			3,553			19
Listing, Data and related fees payable		7,914			63,959			7,559			18,514			—			1,459
Professional fees payable		20,657			20,736			21,012			19,635			22,228			17,207
Unrealized depreciation on non- exchange traded swap agreements		21,415,236			19,896,847			436,024			13,930,463			4,283,064			1,212,110
Other liabilities		21,833			25,104			9,324			6,527			58,020			1,491
Total Liabilities		21,482,824			33,668,585			493,639			14,876,247			4,959,786			1,238,957
NET ASSETS	$	30,676,487		$	365,329,967		$	27,919,641		$	115,702,186		$	899,858,976		$	6,726,187
NET ASSETS CONSIST OF:
Paid in Capital	$	155,447,427		$	1,920,856,989		$	271,917,587		$	867,301,214		$	6,096,528,579		$	52,347,698
Distributable earnings (loss)		(124,770,940	)		(1,555,527,022	)		(243,997,946	)		(751,599,028	)		(5,196,669,603	)		(45,621,511	)
NET ASSETS	$	30,676,487		$	365,329,967		$	27,919,641		$	115,702,186		$	899,858,976		$	6,726,187
Shares (unlimited number of shares authorized, no par value)		1,853,254			16,295,774			1,847,077			6,913,966			20,806,249			299,460
Net Asset Value	$	16.55		$	22.42		$	15.12		$	16.73		$	43.25		$	22.46

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF ASSETS AND LIABILITIES :: MAY 31, 2022 :: 187

	UltraShort SmallCap600			UltraShort Technology			UltraShort Utilities
ASSETS:
Securities and Repurchase Agreements, at cost	$	3,783,823		$	5,112,978		$	2,281,332
Securities, at value		—			—			—
Repurchase Agreements, at value		3,783,823			5,112,978			2,281,332
Cash		—			9			—
Segregated cash balances with custodian for swap agreements		1,320,382			1,613,192			508,683
Dividends and interest receivable		71			96			43
Receivable from Advisor		3,226			458			4,821
Unrealized appreciation on non-exchange traded swap agreements		—			2,553,294			—
Prepaid expenses		3,113			1,507			1,472
Total Assets		5,110,615			9,281,534			2,796,351
LIABILITIES:
Cash overdraft		20			—			19
Payable for capital shares redeemed		—			1,415,573			—
Custodian fees payable		32			124			30
Administration fees payable		6,502			6,502			6,502
Trustee fees payable		20			39			8
Compliance services fees payable		18			31			11
Listing, Data and related fees payable		—			2,548			780
Professional fees payable		17,204			19,221			17,196
Unrealized depreciation on non-exchange traded swap agreements		446,065			68,982			368,029
Other liabilities		1,176			5,029			1,960
Total Liabilities		471,037			1,518,049			394,535
NET ASSETS	$	4,639,578		$	7,763,485		$	2,401,816
NET ASSETS CONSIST OF:
Paid in Capital	$	36,107,423		$	38,471,287		$	15,211,016
Distributable earnings (loss)		(31,467,845	)		(30,707,802	)		(12,809,200	)
NET ASSETS	$	4,639,578		$	7,763,485		$	2,401,816
Shares (unlimited number of shares authorized, no par value)		183,946			406,103			218,720
Net Asset Value	$	25.22		$	19.12		$	10.98

See accompanying notes to the financial statements.

188 :: MAY 31, 2022 :: STATEMENTS OF ASSETS AND LIABILITIES PROSHARES TRUST

STATEMENTS OF OPERATIONS

PROSHARES TRUST STATEMENTS OF OPERATIONS :: FOR THE YEAR ENDED MAY 31, 2022 :: 189

	Short 7-10 Year Treasury			Short 20+ Year Treasury			Short Dow30SM			Short Financials			Short FTSE China 50			Short High Yield
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Interest	$	122,573		$	644,125		$	223,754		$	11,706		$	4,835		$	154,326
Total Investment Income		122,573			644,125			223,754			11,706			4,835			154,326
EXPENSES:
Advisory fees (Note 4)		909,799			5,198,275			1,933,906			82,205			58,676			734,945
Management Services fees (Note 4)		121,306			693,098			257,852			10,961			7,824			97,992
Professional fees		18,539			24,475			19,255			17,254			32,455			28,240
Administration fees (Note 5)		69,322			154,873			98,580			38,471			38,471			60,664
Custodian fees (Note 6)		9,520			41,639			15,087			630			583			4,806
Printing and Shareholder reports		6,424			32,588			—			1,455			1,126			—
Listing, Data and related fees (Note 7)		19,019			62,632			113,063			14,304			17,352			57,270
Trustees fees (Note 8)		1,946			12,150			4,491			169			133			1,262
Compliance services fees (Note 4)		512			3,462			1,262			47			40			421
Other fees		13,323			21,983			8,447			5,048			4,449			25,402
Total Gross Expenses before fees waived and/or   reimbursed		1,169,710			6,245,175			2,451,943			170,544			161,109			1,011,002
LESS:
Expenses waived and/or reimbursed by Advisor   (Note 4)		(17,016	)		—			(2,500	)		(66,421	)		(86,746	)		(80,160	)
Total Net Expenses		1,152,694			6,245,175			2,449,443			104,123			74,363			930,842
Net Investment Income (Loss)		(1,030,121	)		(5,601,050	)		(2,225,689	)		(92,417	)		(69,528	)		(776,516	)
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		—			261			10,617			—			—			—
Expiration or closing of futures contracts		116,943			1,629,849			(31,975	)		—			—			—
Expiration or closing of non-exchange traded swap agreements		12,914,031			90,200,264			(55,072,803	)		(4,231,118	)		999,309			2,776,015
Net realized gain (loss)		13,030,974			91,830,374			(55,094,161	)		(4,231,118	)		999,309			2,776,015
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(2,735	)		(655,838	)		(371,934	)		—			—			(1,287	)
Futures contracts		11,478			143,103			998,325			—			—			—
Non-exchange traded swap agreements		359,259			9,943,333			51,438,064			4,256,674			420,688			(2,561,667	)
Change in net unrealized appreciation/depreciation		368,002			9,430,598			52,064,455			4,256,674			420,688			(2,562,954	)
Net realized and unrealized gain (loss)		13,398,976			101,260,972			(3,029,706	)		25,556			1,419,997			213,061
Change in Net Assets Resulting from Operations	$	12,368,855		$	95,659,922		$	(5,255,395	)	$	(66,861	)	$	1,350,469		$	(563,455	)

See accompanying notes to the financial statements.

190 :: FOR THE YEAR ENDED MAY 31, 2022 :: STATEMENTS OF OPERATIONS PROSHARES TRUST

	Short MidCap400			Short MSCI EAFE			Short MSCI Emerging Markets			Short QQQ			Short Real Estate			Short Russell2000
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Interest	$	7,577		$	46,388		$	25,350		$	916,543		$	9,584		$	404,216
Total Investment Income		7,577			46,388			25,350			916,543			9,584			404,216
EXPENSES:
Advisory fees (Note 4)		82,118			217,938			252,753			5,391,315			64,582			2,291,017
Management Services fees (Note 4)		10,949			29,058			33,700			718,837			8,611			305,467
Professional fees		17,273			33,954			40,259			26,549			17,262			22,431
Administration fees (Note 5)		38,542			42,157			40,719			154,267			38,471			104,223
Custodian fees (Note 6)		2,290			1,782			2,117			38,125			442			17,812
Printing and Shareholder reports		—			—			1,939			32,752			581			—
Listing, Data and related fees (Note 7)		12,419			18,581			23,388			731,231			13,364			300,112
Trustees fees (Note 8)		192			420			552			11,745			138			5,084
Compliance services fees (Note 4)		45			132			162			3,507			33			1,436
Other fees		3,651			9,998			6,502			62,233			6,095			21,479
Total Gross Expenses before fees waived and/or   reimbursed		167,479			354,020			402,091			7,170,561			149,579			3,069,061
LESS:
Expenses waived and/or reimbursed by Advisor   (Note 4)		(63,467	)		(78,006	)		(81,822	)		(340,304	)		(67,794	)		(166,456	)
Total Net Expenses		104,012			276,014			320,269			6,830,257			81,785			2,902,605
Net Investment Income (Loss)		(96,435	)		(229,626	)		(294,919	)		(5,913,714	)		(72,201	)		(2,498,389	)
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		1,617			3,363			3,051			4,063			—			108
Expiration or closing of futures contracts		(43,872	)		—			—			13,193,280			—			2,893,586
Expiration or closing of non-exchange traded swap agreements		(4,230,495	)		(2,815,363	)		(646,020	)		(134,998,755	)		(2,547,182	)		(46,343,144	)
Net realized gain (loss)		(4,272,750	)		(2,812,000	)		(642,969	)		(121,801,412	)		(2,547,182	)		(43,449,450	)
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		—			(921	)		—			(637,721	)		—			(338,726	)
Futures contracts		20,931			—			—			3,809,836			—			2,013,217
Non-exchange traded swap agreements		4,346,266			1,993,635			4,739,509			175,682,034			2,081,298			74,533,921
Change in net unrealized appreciation/depreciation		4,367,197			1,992,714			4,739,509			178,854,149			2,081,298			76,208,412
Net realized and unrealized gain (loss)		94,447			(819,286	)		4,096,540			57,052,737			(465,884	)		32,758,962
Change in Net Assets Resulting from Operations	$	(1,988	)	$	(1,048,912	)	$	3,801,621		$	51,139,023		$	(538,085	)	$	30,260,573

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF OPERATIONS :: FOR THE YEAR ENDED MAY 31, 2022 :: 191

	Short S&P500®			Short SmallCap600			Ultra 7-10 Year Treasury			Ultra 20+ Year Treasury			Ultra Basic Materials			Ultra Consumer Goods
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Dividends	$	—		$	—		$	—		$	—		$	1,163,610		$	178,831
Interest		2,077,257			4,878			165,600			221,060			6,447			1,203
Securities lending income (Note 2)		—			—			1,436			202			942			2,112
Total Investment Income		2,077,257			4,878			167,036			221,262			1,170,999			182,146
EXPENSES:
Advisory fees (Note 4)		12,176,536			37,360			145,733			369,357			548,462			105,153
Management Services fees (Note 4)		1,623,526			4,981			19,431			49,247			73,128			14,020
Professional fees		32,885			17,227			18,069			18,322			27,502			24,438
Administration fees (Note 5)		215,226			38,471			70,634			78,706			96,341			74,931
Custodian fees (Note 6)		77,119			291			3,397			5,627			8,910			12,965
Printing and Shareholder reports		53,718			421			413			2,592			3,691			931
Listing, Data and related fees (Note 7)		18,113			12,415			11,332			13,614			39,172			15,528
Trustees fees (Note 8)		26,594			80			356			858			1,324			247
Compliance services fees (Note 4)		7,799			20			91			255			381			63
Other fees		138,081			4,375			4,774			7,144			5,388			4,044
Total Gross Expenses before fees waived and/or   reimbursed		14,369,597			115,641			274,230			545,722			804,299			252,320
LESS:
Expenses waived and/or reimbursed by Advisor   (Note 4)		—			(68,313	)		(89,715	)		(78,328	)		(109,585	)		(119,141	)
Total Net Expenses		14,369,597			47,328			184,515			467,394			694,714			133,179
Net Investment Income (Loss)		(12,292,340	)		(42,450	)		(17,479	)		(246,132	)		476,285			48,967
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		(37,633	)		26			(272,801	)		(1,209,870	)		(153,377	)		(237,716	)
Expiration or closing of futures contracts		(8,471,879	)		—			(10,306	)		(104,756	)		—			—
Expiration or closing of non-exchange traded swap agreements		(401,652,689	)		(773,134	)		452,693			(17,711,935	)		12,690,990			4,568,993
In-kind redemptions of investments		—			—			—			(742,803	)		10,108,504			1,773,129
Net realized gain (loss)		(410,162,201	)		(773,108	)		169,586			(19,769,364	)		22,646,117			6,104,406
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(1,180,917	)		—			(109,868	)		2,013,346			(10,026,224	)		(2,153,700	)
Futures contracts		5,776,059			—			(1,093	)		(4,120	)		—			—
Non-exchange traded swap agreements		368,257,990			1,086,075			(3,419,370	)		(1,004,149	)		(14,960,918	)		(4,568,520	)
Change in net unrealized appreciation/depreciation		372,853,132			1,086,075			(3,530,331	)		1,005,077			(24,987,142	)		(6,722,220	)
Net realized and unrealized gain (loss)		(37,309,069	)		312,967			(3,360,745	)		(18,764,287	)		(2,341,025	)		(617,814	)
Change in Net Assets Resulting from Operations	$	(49,601,409	)	$	270,517		$	(3,378,224	)	$	(19,010,419	)	$	(1,864,740	)	$	(568,847	)

See accompanying notes to the financial statements.

192 :: FOR THE YEAR ENDED MAY 31, 2022 :: STATEMENTS OF OPERATIONS PROSHARES TRUST

	Ultra Consumer Services			Ultra Dow30SM			Ultra Financials			Ultra FTSE China 50			Ultra FTSE Europe			Ultra Health Care
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Dividends	$	167,938		$	6,995,906		$	11,012,657		$	—		$	—		$	1,869,270
Interest		3,605			52,457			5,428			3,585			2,329			15,214
Securities lending income (Note 2)		845			857			9,362			—			—			1,181
Foreign withholding tax on income		—			—			(1,305	)		—			—			—
Total Investment Income		172,388			7,049,220			11,026,142			3,585			2,329			1,885,665
EXPENSES:
Advisory fees (Note 4)		214,608			3,439,500			6,373,140			133,753			37,207			1,191,322
Management Services fees (Note 4)		28,614			458,597			849,746			17,833			4,961			158,842
Professional fees		16,075			23,684			42,012			40,694			31,993			26,804
Administration fees (Note 5)		74,932			178,258			219,329			39,037			38,489			124,394
Custodian fees (Note 6)		13,792			32,255			105,502			932			304			28,155
Printing and Shareholder reports		1,742			7,876			21,006			1,494			644			2,348
Listing, Data and related fees (Note 7)		21,366			193,362			349,824			26,862			11,408			73,458
Trustees fees (Note 8)		530			8,145			15,403			330			90			2,809
Compliance services fees (Note 4)		118			2,014			3,987			78			23			784
Recoupment of prior expenses waived and/or reimbursed by Advisor (Note 4)		—			—			58,652			—			—			—
Other fees		4,406			14,674			24,674			4,675			4,195			7,580
Total Gross Expenses before fees waived and/or   reimbursed		376,183			4,358,365			8,063,275			265,688			129,314			1,616,496
LESS:
Expenses waived and/or reimbursed by Advisor   (Note 4)		(104,632	)		(2,666	)		—			(95,906	)		(82,191	)		(107,193	)
Total Net Expenses		271,551			4,355,699			8,063,275			169,782			47,123			1,509,303
Net Investment Income (Loss)		(99,163	)		2,693,521			2,962,867			(166,197	)		(44,794	)		376,362
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		(1,420,111	)		(4,359,813	)		(6,487,864	)		—			—			(1,859,276	)
Expiration or closing of futures contracts		—			(2,179,679	)		—			—			—			—
Expiration or closing of non-exchange traded swap agreements		6,254,246			102,210,300			(3,123,317	)		248,528			1,391,855			30,590,422
In-kind redemptions of investments		1,817,884			33,207,902			178,062,449			—			—			27,397,070
Net realized gain (loss)		6,652,019			128,878,710			168,451,268			248,528			1,391,855			56,128,216
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(5,214,268	)		(49,047,715	)		(193,699,510	)		—			—			(22,723,656	)
Futures contracts		—			(1,288,669	)		—			—			—			—
Non-exchange traded swap agreements		(12,224,031	)		(123,513,100	)		(44,613,124	)		(14,756,734	)		(2,301,983	)		(25,990,965	)
Change in net unrealized appreciation/depreciation		(17,438,299	)		(173,849,484	)		(238,312,634	)		(14,756,734	)		(2,301,983	)		(48,714,621	)
Net realized and unrealized gain (loss)		(10,786,280	)		(44,970,774	)		(69,861,366	)		(14,508,206	)		(910,128	)		7,413,595
Change in Net Assets Resulting from Operations	$	(10,885,443	)	$	(42,277,253	)	$	(66,898,499	)	$	(14,674,403	)	$	(954,922	)	$	7,789,957

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF OPERATIONS :: FOR THE YEAR ENDED MAY 31, 2022 :: 193

	Ultra High Yield			Ultra Industrials			Ultra MidCap400			Ultra MSCI Brazil Capped			Ultra MSCI EAFE			Ultra MSCI Emerging Markets
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Dividends	$	—		$	281,257		$	1,970,727		$	—		$	—		$	—
Interest		4,289			2,297			22,244			3,720			4,879			25,005
Securities lending income (Note 2)		—			282			4,251			—			—			—
Total Investment Income		4,289			283,836			1,997,222			3,720			4,879			25,005
EXPENSES:
Advisory fees (Note 4)		162,100			213,866			1,218,130			53,915			94,473			401,904
Management Services fees (Note 4)		21,613			28,515			162,416			7,189			12,596			53,587
Professional fees		16,104			5,117			4,890			40,294			43,566			29,696
Administration fees (Note 5)		23,535			75,078			125,088			38,474			38,493			47,676
Custodian fees (Note 6)		1,423			26,294			73,291			549			747			2,984
Printing and Shareholder reports		887			1,781			6,482			1,404			1,128			4,412
Listing, Data and related fees (Note 7)		21,935			21,326			12,419			13,003			15,833			37,797
Trustees fees (Note 8)		402			529			2,937			122			227			1,024
Compliance services fees (Note 4)		92			106			711			34			53			238
Other fees		4,240			4,814			8,136			4,496			4,028			5,472
Total Gross Expenses before fees waived and/or   reimbursed		252,331			377,426			1,614,500			159,480			211,144			584,790
LESS:
Expenses waived and/or reimbursed by Advisor   (Note 4)		(47,055	)		(106,704	)		(72,278	)		(91,197	)		(91,543	)		(76,441	)
Total Net Expenses		205,276			270,722			1,542,222			68,283			119,601			508,349
Net Investment Income (Loss)		(200,987	)		13,114			455,000			(64,563	)		(114,722	)		(483,344	)
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		—			(408,606	)		(3,909,365	)		—			20			1,349
Expiration or closing of futures contracts		—			—			(260,253	)		—			—			—
Expiration or closing of non-exchange traded swap agreements		2,079,332			5,508,220			38,464,565			3,040,927			3,370,033			2,159,833
In-kind redemptions of investments		—			5,920,779			13,421,526			—			—			—
Net realized gain (loss)		2,079,332			11,020,393			47,716,473			3,040,927			3,370,053			2,161,182
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		—			(8,558,949	)		(24,002,223	)		—			—			—
Futures contracts		—			—			(324,071	)		—			—			—
Non-exchange traded swap agreements		(3,822,149	)		(9,555,735	)		(54,632,789	)		(3,732,576	)		(6,735,618	)		(29,812,128	)
Change in net unrealized appreciation/depreciation		(3,822,149	)		(18,114,684	)		(78,959,083	)		(3,732,576	)		(6,735,618	)		(29,812,128	)
Net realized and unrealized gain (loss)		(1,742,817	)		(7,094,291	)		(31,242,610	)		(691,649	)		(3,365,565	)		(27,650,946	)
Change in Net Assets Resulting from Operations	$	(1,943,804	)	$	(7,081,177	)	$	(30,787,610	)	$	(756,212	)	$	(3,480,287	)	$	(28,134,290	)

See accompanying notes to the financial statements.

194 :: FOR THE YEAR ENDED MAY 31, 2022 :: STATEMENTS OF OPERATIONS PROSHARES TRUST

	Ultra MSCI Japan			Ultra Nasdaq Biotechnology			Ultra Nasdaq Cloud Computing			Ultra Nasdaq Cybersecurity			Ultra Oil & Gas			Ultra QQQ
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Dividends	$	14,654		$	1,303,177		$	13,164		$	1,630		$	6,040,185		$	31,853,153
Interest		1,164			7,858			244			695			1,007			687,187
Securities lending income (Note 2)		—			67,756			—			—			626			582,054
Foreign withholding tax on income		—			(12,873	)		(162	)		—			—			(54,162	)
Total Investment Income		15,818			1,365,918			13,246			2,325			6,041,818			33,068,232
EXPENSES:
Advisory fees (Note 4)		59,793			1,535,183			19,096			29,616			1,535,187			38,332,212
Management Services fees (Note 4)		7,972			204,689			2,546			3,949			204,690			5,110,920
Professional fees		28,122			23,189			17,211			17,227			24,444			74,231
Administration fees (Note 5)		63,390			133,952			42,201			25,969			135,890			439,766
Custodian fees (Note 6)		779			73,707			3,509			266			18,838			363,134
Printing and Shareholder reports		1,115			17,748			482			569			7,872			103,458
Listing, Data and related fees (Note 7)		13,267			207,477			763			90			91,798			5,124,762
Trustees fees (Note 8)		142			3,785			45			70			3,649			90,565
Compliance services fees (Note 4)		41			1,088			14			21			1,086			23,242
Other fees		4,240			9,423			2,704			3,718			9,098			148,049
Total Gross Expenses before fees waived and/or   reimbursed		178,861			2,210,241			88,571			81,495			2,032,552			49,810,339
LESS:
Expenses waived and/or reimbursed by Advisor   (Note 4)		(102,704	)		(267,592	)		(64,434	)		(44,002	)		(82,533	)		(1,282,847	)
Total Net Expenses		76,157			1,942,649			24,137			37,493			1,950,019			48,527,492
Net Investment Income (Loss)		(60,339	)		(576,731	)		(10,891	)		(35,168	)		4,091,799			(15,459,260	)
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		(502,247	)		(33,729,774	)		(442,095	)		—			102,910			(369,137,894	)
Expiration or closing of futures contracts		—			—			—			—			—			(101,769,676	)
Expiration or closing of non-exchange traded swap agreements		2,031,191			20,792,442			202,173			428,661			68,038,458			1,009,029,702
In-kind redemptions of investments		12,469			16,320,565			—			14,939			71,112,874			832,746,488
Net realized gain (loss)		1,541,413			3,383,233			(239,922	)		443,600			139,254,242			1,370,868,620
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(498,372	)		(16,849,320	)		(454,232	)		(30,280	)		7,185,400			(1,021,715,360	)
Futures contracts		—			—			—			—			—			(18,959,417	)
Non-exchange traded swap agreements		(4,668,907	)		(64,142,754	)		(1,292,665	)		(1,326,757	)		55,975,445			(1,363,725,008	)
Change in net unrealized appreciation/depreciation		(5,167,279	)		(80,992,074	)		(1,746,897	)		(1,357,037	)		63,160,845			(2,404,399,785	)
Net realized and unrealized gain (loss)		(3,625,866	)		(77,608,841	)		(1,986,819	)		(913,437	)		202,415,087			(1,033,531,165	)
Change in Net Assets Resulting from Operations	$	(3,686,205	)	$	(78,185,572	)	$	(1,997,710	)	$	(948,605	)	$	206,506,886		$	(1,048,990,425	)

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF OPERATIONS :: FOR THE YEAR ENDED MAY 31, 2022 :: 195

	Ultra Real Estate			Ultra Russell2000			Ultra S&P500®			Ultra Semiconductors			Ultra SmallCap600			Ultra Technology
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Dividends	$	2,007,982		$	2,882,078		$	51,617,513		$	2,911,163		$	415,388		$	4,542,474
Interest		11,424			41,870			629,731			75,174			4,302			149,015
Securities lending income (Note 2)		1,346			144,769			13,765			1,466			2,694			13,614
Foreign withholding tax on income		—			(6,351	)		(10,050	)		(12,304	)		(169	)		(5,880	)
Total Investment Income		2,020,752			3,062,366			52,250,959			2,975,499			422,215			4,699,223
EXPENSES:
Advisory fees (Note 4)		947,424			2,593,029			32,466,427			2,536,322			308,948			6,829,159
Management Services fees (Note 4)		126,322			345,735			4,328,822			338,174			41,193			910,548
Professional fees		26,523			25,357			71,432			20,479			17,958			27,669
Administration fees (Note 5)		116,156			155,766			400,839			159,568			77,685			223,251
Custodian fees (Note 6)		18,935			1,014,853			1,031,780			36,889			62,653			145,291
Printing and Shareholder reports		3,801			17,963			121,672			16,086			2,168			14,123
Listing, Data and related fees (Note 7)		60,450			338,366			16,341			145,192			12,415			374,146
Trustees fees (Note 8)		2,235			6,546			76,882			5,968			742			16,389
Compliance services fees (Note 4)		607			1,413			20,008			1,619			180			4,074
Recoupment of prior expenses waived and/or reimbursed by Advisor (Note 4)		—			—			—			—			—			72,020
Other fees		6,903			15,122			102,745			14,370			5,074			24,745
Total Gross Expenses before fees waived and/or   reimbursed		1,309,356			4,514,150			38,636,948			3,274,667			529,016			8,641,415
LESS:
Expenses waived and/or reimbursed by Advisor   (Note 4)		(109,263	)		(1,232,491	)		(206,222	)		(63,159	)		(137,910	)		—
Total Net Expenses		1,200,093			3,281,659			38,430,726			3,211,508			391,106			8,641,415
Net Investment Income (Loss)		820,659			(219,293	)		13,820,233			(236,009	)		31,109			(3,942,192	)
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		(24,017	)		(13,833,822	)		(107,502,668	)		(44,525,269	)		(417,076	)		(58,159,064	)
Expiration or closing of futures contracts		—			(1,141,846	)		3,222,049			—			—			—
Expiration or closing of non-exchange traded swap agreements		29,228,239			105,826,897			1,038,454,177			67,763,747			10,452,186			383,620,147
In-kind redemptions of investments		6,816,533			29,735,418			623,194,381			52,205,092			2,283,773			150,392,191
Foreign currency transactions		—			—			(2	)		—			—			—
Net realized gain (loss)		36,020,755			120,586,647			1,557,367,937			75,443,570			12,318,883			475,853,274
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(8,810,774	)		(66,219,343	)		(690,039,613	)		(37,377,749	)		(5,987,225	)		(170,374,797	)
Futures contracts		—			(1,057,397	)		(2,914,933	)		—			—			—
Non-exchange traded swap agreements		(28,919,955	)		(167,044,404	)		(1,114,015,046	)		(85,650,513	)		(15,849,578	)		(400,933,833	)
Foreign currency translations		—			—			8			—			—			—
Change in net unrealized appreciation/depreciation		(37,730,729	)		(234,321,144	)		(1,806,969,584	)		(123,028,262	)		(21,836,803	)		(571,308,630	)
Net realized and unrealized gain (loss)		(1,709,974	)		(113,734,497	)		(249,601,647	)		(47,584,692	)		(9,517,920	)		(95,455,356	)
Change in Net Assets Resulting from Operations	$	(889,315	)	$	(113,953,790	)	$	(235,781,414	)	$	(47,820,701	)	$	(9,486,811	)	$	(99,397,548	)

See accompanying notes to the financial statements.

196 :: FOR THE YEAR ENDED MAY 31, 2022 :: STATEMENTS OF OPERATIONS PROSHARES TRUST

	Ultra Telecommunications			Ultra Utilities			UltraPro Dow30SM			UltraPro MidCap400			UltraPro QQQ			UltraPro Russell2000
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Dividends	$	51,957		$	580,153		$	12,945,715		$	473,437		$	93,525,152		$	2,972,182
Interest		338			3,025			82,659			7,636			3,734,261			42,517
Securities lending income (Note 2)		42			10			700			842			1,931,257			137,977
Foreign withholding tax on income		—			—			—			—			(164,395	)		(5,417	)
Total Investment Income		52,337			583,188			13,029,074			481,915			99,026,275			3,147,259
EXPENSES:
Advisory fees (Note 4)		18,012			164,979			6,674,665			367,677			118,596,637			2,730,565
Management Services fees (Note 4)		2,402			21,997			889,949			49,023			15,812,720			364,073
Professional fees		21,963			6,331			23,051			20,577			175,485			17,408
Administration fees (Note 5)		74,942			74,989			223,086			83,217			972,970			163,815
Custodian fees (Note 6)		752			5,128			85,368			103,787			1,174,779			1,012,554
Printing and Shareholder reports		441			2,095			25,757			2,512			453,808			11,229
Listing, Data and related fees (Note 7)		10,880			18,719			365,906			12,415			15,829,336			355,787
Trustees fees (Note 8)		43			375			15,866			906			277,249			6,597
Compliance services fees (Note 4)		11			104			3,916			221			72,916			1,550
Recoupment of prior expenses waived and/or reimbursed by Advisor (Note 4)		—			—			114,791			—			542,098			—
Other fees		3,767			5,051			25,576			4,964			1,061,547			19,720
Total Gross Expenses before fees waived and/or   reimbursed		133,213			299,768			8,447,931			645,299			154,969,545			4,683,298
LESS:
Expenses waived and/or reimbursed by Advisor   (Note 4)		(110,398	)		(90,615	)		—			(179,962	)		(19,125,963	)		(1,230,426	)
Total Net Expenses		22,815			209,153			8,447,931			465,337			135,843,582			3,452,872
Net Investment Income (Loss)		29,522			374,035			4,581,143			16,578			(36,817,307	)		(305,613	)
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		844			(290,684	)		(29,598,590	)		(3,489,328	)		(2,482,532,315	)		(35,438,063	)
Expiration or closing of futures contracts		—			—			(6,004,614	)		(387,250	)		(296,073,510	)		(4,734,946	)
Expiration or closing of non-exchange traded swap agreements		194,294			370,756			220,231,507			29,440,979			5,103,621,726			168,551,585
In-kind redemptions of investments		—			594,325			114,080,071			3,353,681			2,172,349,139			4,839,711
Net realized gain (loss)		195,138			674,397			298,708,374			28,918,082			4,497,365,040			133,218,287
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(169,925	)		1,178,121			(119,733,026	)		(5,675,522	)		(2,407,764,131	)		(41,673,599	)
Futures contracts		—			—			(2,028,341	)		(132,584	)		(11,791,309	)		(365,204	)
Non-exchange traded swap agreements		(445,510	)		2,074,589			(256,082,861	)		(38,888,258	)		(9,245,959,681	)		(325,785,557	)
Change in net unrealized appreciation/depreciation		(615,435	)		3,252,710			(377,844,228	)		(44,696,364	)		(11,665,515,121	)		(367,824,360	)
Net realized and unrealized gain (loss)		(420,297	)		3,927,107			(79,135,854	)		(15,778,282	)		(7,168,150,081	)		(234,606,073	)
Change in Net Assets Resulting from Operations	$	(390,775	)	$	4,301,142		$	(74,554,711	)	$	(15,761,704	)	$	(7,204,967,388	)	$	(234,911,686	)

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF OPERATIONS :: FOR THE YEAR ENDED MAY 31, 2022 :: 197

	UltraPro S&P500®			UltraPro Short 20+ Year Treasury			UltraPro Short Dow30SM			UltraPro Short MidCap400			UltraPro Short QQQ			UltraPro Short Russell2000
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Dividends	$	31,998,017		$	—		$	—		$	—		$	—		$	—
Interest		459,897			328,602			295,317			4,180			2,178,376			149,428
Securities lending income (Note 2)		4,319			—			—			—			—			—
Foreign withholding tax on income		(6,008	)		—			—			—			—			—
Total Investment Income		32,456,225			328,602			295,317			4,180			2,178,376			149,428
EXPENSES:
Advisory fees (Note 4)		22,281,146			1,525,488			2,864,461			47,561			15,192,905			1,107,876
Management Services fees (Note 4)		2,970,798			203,397			381,925			6,341			2,025,706			147,716
Professional fees		49,510			19,325			22,929			19,765			39,365			21,113
Administration fees (Note 5)		332,487			86,389			116,247			38,471			234,981			74,243
Custodian fees (Note 6)		1,136,979			12,590			21,317			2,035			106,626			10,976
Printing and Shareholder reports		106,887			5,946			—			679			154,048			6,964
Listing, Data and related fees (Note 7)		10,643			25,176			164,443			12,415			2,053,807			150,249
Trustees fees (Note 8)		52,471			3,121			6,689			106			34,106			2,532
Compliance services fees (Note 4)		14,059			1,046			1,909			28			10,585			752
Recoupment of prior expenses waived and/or reimbursed by Advisor (Note 4)		—			34,368			27,850			—			—			—
Other fees		112,949			21,983			16,169			6,398			66,915			11,902
Total Gross Expenses before fees waived and/or   reimbursed		27,067,929			1,938,829			3,623,939			133,799			19,919,044			1,534,323
LESS:
Expenses waived and/or reimbursed by Advisor   (Note 4)		—			—			—			(73,576	)		(666,032	)		(129,738	)
Total Net Expenses		27,067,929			1,938,829			3,623,939			60,223			19,253,012			1,404,585
Net Investment Income (Loss)		5,388,296			(1,610,227	)		(3,328,622	)		(56,043	)		(17,074,636	)		(1,255,157	)
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		(205,822,890	)		—			(41,756	)		—			(20,277	)		(220	)
Expiration or closing of futures contracts		(20,912,793	)		1,085,095			2,472,018			1,770			33,992,109			3,685,449
Expiration or closing of non-exchange traded swap agreements		1,240,249,457			120,093,961			(266,719,759	)		(5,456,008	)		(21,597,728	)		(2,843,233	)
In-kind redemptions of investments		331,502,190			—			—			—			—			—
Foreign currency transactions		(1	)		—			—			—			—			—
Net realized gain (loss)		1,345,015,963			121,179,056			(264,289,497	)		(5,454,238	)		12,374,104			841,996
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(346,845,883	)		(226,555	)		(126,910	)		—			(2,133,766	)		(106,365	)
Futures contracts		(6,548,006	)		153,692			345,260			24,460			1,025,740			438,251
Non-exchange traded swap agreements		(1,452,209,600	)		10,653,094			254,028,901			4,881,089			359,698,679			54,379,000
Foreign currency translations		5			—			—			—			—			—
Change in net unrealized appreciation/depreciation		(1,805,603,484	)		10,580,231			254,247,251			4,905,549			358,590,653			54,710,886
Net realized and unrealized gain (loss)		(460,587,521	)		131,759,287			(10,042,246	)		(548,689	)		370,964,757			55,552,882
Change in Net Assets Resulting from Operations	$	(455,199,225	)	$	130,149,060		$	(13,370,868	)	$	(604,732	)	$	353,890,121		$	54,297,725

See accompanying notes to the financial statements.

198 :: FOR THE YEAR ENDED MAY 31, 2022 :: STATEMENTS OF OPERATIONS PROSHARES TRUST

	UltraPro Short S&P500®			UltraShort 7-10 Year Treasury			UltraShort 20+ Year Treasury			UltraShort Basic Materials			UltraShort Consumer Goods			UltraShort Consumer Services
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Interest	$	575,874		$	144,384		$	1,286,759		$	1,484		$	927		$	2,040
Total Investment Income		575,874			144,384			1,286,759			1,484			927			2,040
EXPENSES:
Advisory fees (Note 4)		4,352,537			620,791			10,850,404			17,148			7,153			11,269
Management Services fees (Note 4)		580,334			82,771			1,446,710			2,286			954			1,503
Professional fees		23,989			17,920			35,725			17,196			23,907			21,191
Administration fees (Note 5)		141,685			59,073			208,019			38,471			38,471			38,471
Custodian fees (Note 6)		32,901			6,816			82,000			215			87			153
Printing and Shareholder reports		40,015			3,580			67,498			1,115			566			840
Listing, Data and related fees (Note 7)		10,065			16,129			122,357			10,835			10,301			10,521
Trustees fees (Note 8)		9,776			1,347			25,198			38			16			21
Compliance services fees (Note 4)		2,774			415			7,075			12			4			7
Other fees		37,991			10,702			40,547			4,886			4,850			3,819
Total Gross Expenses before fees waived and/or   reimbursed		5,232,067			819,544			12,885,533			92,202			86,309			87,795
LESS:
Expenses waived and/or reimbursed by Advisor   (Note 4)		—			(32,718	)		—			(70,502	)		(77,253	)		(73,495	)
Total Net Expenses		5,232,067			786,826			12,885,533			21,700			9,056			14,300
Net Investment Income (Loss)		(4,656,193	)		(642,442	)		(11,598,774	)		(20,216	)		(8,129	)		(12,260	)
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		(8,704	)		13,431			120,675			10,182			1,873			2,393
Expiration or closing of futures contracts		(467,154	)		134,029			4,967,145			—			—			—
Expiration or closing of non-exchange traded swap agreements		(385,214,962	)		24,029,047			238,676,996			(1,081,800	)		(376,719	)		(193,157	)
Net realized gain (loss)		(385,690,820	)		24,176,507			243,764,816			(1,071,618	)		(374,846	)		(190,764	)
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(601,373	)		(131,531	)		(1,199,468	)		—			—			—
Futures contracts		866,639			13,490			259,960			—			—			—
Non-exchange traded swap agreements		328,715,190			(2,144,107	)		82,257,033			356,984			260,346			1,179,180
Change in net unrealized appreciation/depreciation		328,980,456			(2,262,148	)		81,317,525			356,984			260,346			1,179,180
Net realized and unrealized gain (loss)		(56,710,364	)		21,914,359			325,082,341			(714,634	)		(114,500	)		988,416
Change in Net Assets Resulting from Operations	$	(61,366,557	)	$	21,271,917		$	313,483,567		$	(734,850	)	$	(122,629	)	$	976,156

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF OPERATIONS :: FOR THE YEAR ENDED MAY 31, 2022 :: 199

	UltraShort Dow30SM			UltraShort Financials			UltraShort FTSE China 50			UltraShort FTSE Europe			UltraShort Health Care			UltraShort Industrials
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Interest	$	87,319		$	7,832		$	14,081		$	25,603		$	1,782		$	2,318
Total Investment Income		87,319			7,832			14,081			25,603			1,782			2,318
EXPENSES:
Advisory fees (Note 4)		764,183			97,235			163,129			120,056			13,933			17,140
Management Services fees (Note 4)		101,890			12,965			21,750			16,007			1,858			2,285
Professional fees		19,631			17,246			38,183			38,481			23,915			24,656
Administration fees (Note 5)		63,883			38,397			38,267			39,487			38,471			38,471
Custodian fees (Note 6)		7,318			739			1,311			993			227			227
Printing and Shareholder reports		5,713			5,531			2,145			1,399			740			614
Listing, Data and related fees (Note 7)		50,677			15,106			30,583			14,722			10,663			10,834
Trustees fees (Note 8)		1,769			217			362			189			31			35
Compliance services fees (Note 4)		496			57			90			73			8			12
Other fees		8,206			6,300			4,410			8,005			4,952			6,063
Total Gross Expenses before fees waived and/or   reimbursed		1,023,766			193,793			300,230			239,412			94,798			100,337
LESS:
Expenses waived and/or reimbursed by Advisor   (Note 4)		(55,917	)		(70,655	)		(93,416	)		(87,390	)		(77,168	)		(78,616	)
Total Net Expenses		967,849			123,138			206,814			152,022			17,630			21,721
Net Investment Income (Loss)		(880,530	)		(115,306	)		(192,733	)		(126,419	)		(15,848	)		(19,403	)
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		45,750			36,583			36,745			191			351			4,534
Expiration or closing of futures contracts		105,535			—			—			—			—			—
Expiration or closing of non-exchange traded swap agreements		(34,659,584	)		(9,429,599	)		2,758,393			(3,555,074	)		(623,077	)		(417,299	)
Net realized gain (loss)		(34,508,299	)		(9,393,016	)		2,795,138			(3,554,883	)		(622,726	)		(412,765	)
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		(6,036	)		—			—			—			—			—
Futures contracts		452,014			—			—			—			—			—
Non-exchange traded swap agreements		31,776,622			8,658,777			2,887,793			2,085,442			21,513			859,127
Change in net unrealized appreciation/depreciation		32,222,600			8,658,777			2,887,793			2,085,442			21,513			859,127
Net realized and unrealized gain (loss)		(2,285,699	)		(734,239	)		5,682,931			(1,469,441	)		(601,213	)		446,362
Change in Net Assets Resulting from Operations	$	(3,166,229	)	$	(849,545	)	$	5,490,198		$	(1,595,860	)	$	(617,061	)	$	426,959

See accompanying notes to the financial statements.

200 :: FOR THE YEAR ENDED MAY 31, 2022 :: STATEMENTS OF OPERATIONS PROSHARES TRUST

	UltraShort MidCap400			UltraShort MSCI Brazil Capped			UltraShort MSCI EAFE			UltraShort MSCI Emerging Markets			UltraShort MSCI Japan			UltraShort Nasdaq Biotechnology
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Interest	$	1,833		$	8,200		$	1,166		$	6,170		$	3,188		$	3,247
Total Investment Income		1,833			8,200			1,166			6,170			3,188			3,247
EXPENSES:
Advisory fees (Note 4)		15,639			108,885			10,092			55,299			32,843			62,224
Management Services fees (Note 4)		2,085			14,518			1,346			7,373			4,379			8,296
Professional fees		17,204			44,740			34,531			36,338			35,658			23,935
Administration fees (Note 5)		38,471			38,610			38,471			38,471			38,471			38,483
Custodian fees (Note 6)		1,615			1,101			137			546			304			622
Printing and Shareholder reports		774			1,280			687			1,741			760			1,482
Listing, Data and related fees (Note 7)		12,419			16,771			10,533			12,926			11,996			12,526
Trustees fees (Note 8)		34			251			23			119			74			149
Compliance services fees (Note 4)		9			67			6			34			19			32
Other fees		6,076			5,483			3,746			4,133			3,884			4,313
Total Gross Expenses before fees waived and/or   reimbursed		94,326			231,706			99,572			156,980			128,388			152,062
LESS:
Expenses waived and/or reimbursed by Advisor   (Note 4)		(74,531	)		(93,871	)		(86,783	)		(86,877	)		(86,774	)		(73,206	)
Total Net Expenses		19,795			137,835			12,789			70,103			41,614			78,856
Net Investment Income (Loss)		(17,962	)		(129,635	)		(11,623	)		(63,933	)		(38,426	)		(75,609	)
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		11,230			110			16,407			49,706			3,251			—
Expiration or closing of futures contracts		(24,119	)		—			—			—			—			—
Expiration or closing of non-exchange traded swap agreements		(890,456	)		(6,012,333	)		(389,345	)		2,187,973			(1,017,006	)		(7,146,131	)
Net realized gain (loss)		(903,345	)		(6,012,223	)		(372,938	)		2,237,679			(1,013,755	)		(7,146,131	)
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Futures contracts		22,662			—			—			—			—			—
Non-exchange traded swap agreements		369,930			3,142,811			603,554			(313,630	)		1,734,955			9,072,853
Change in net unrealized appreciation/depreciation		392,592			3,142,811			603,554			(313,630	)		1,734,955			9,072,853
Net realized and unrealized gain (loss)		(510,753	)		(2,869,412	)		230,616			1,924,049			721,200			1,926,722
Change in Net Assets Resulting from Operations	$	(528,715	)	$	(2,999,047	)	$	218,993		$	1,860,116		$	682,774		$	1,851,113

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF OPERATIONS :: FOR THE YEAR ENDED MAY 31, 2022 :: 201

	UltraShort Oil & Gas			UltraShort QQQ			UltraShort Real Estate			UltraShort Russell2000			UltraShort S&P500®			UltraShort Semiconductors
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Interest	$	20,293		$	244,477		$	15,382		$	85,127		$	649,720		$	3,943
Total Investment Income		20,293			244,477			15,382			85,127			649,720			3,943
EXPENSES:
Advisory fees (Note 4)		151,555			2,037,624			124,039			676,734			4,728,334			26,194
Management Services fees (Note 4)		20,207			271,681			16,538			90,231			630,440			3,492
Professional fees		24,077			23,266			24,758			21,807			24,678			17,199
Administration fees (Note 5)		38,474			98,136			38,493			60,334			146,790			38,471
Custodian fees (Note 6)		1,288			16,659			803			7,431			33,313			285
Printing and Shareholder reports		2,772			22,390			4,584			3,687			50,133			538
Listing, Data and related fees (Note 7)		18,003			281,601			16,535			95,638			17,091			11,317
Trustees fees (Note 8)		307			4,617			265			1,547			10,720			57
Compliance services fees (Note 4)		93			1,423			70			450			3,091			17
Other fees		7,809			18,657			6,452			8,760			34,021			5,516
Total Gross Expenses before fees waived and/or   reimbursed		264,585			2,776,054			232,537			966,619			5,678,611			103,086
LESS:
Expenses waived and/or reimbursed by Advisor   (Note 4)		(73,259	)		(193,776	)		(75,437	)		(109,034	)		—			(69,945	)
Total Net Expenses		191,326			2,582,278			157,100			857,585			5,678,611			33,141
Net Investment Income (Loss)		(171,033	)		(2,337,801	)		(141,718	)		(772,458	)		(5,028,891	)		(29,198	)
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		23,208			79,487			38,263			—			178,626			400
Expiration or closing of futures contracts		—			7,410,044			—			1,670,321			(1,517,891	)		—
Expiration or closing of non-exchange traded swap agreements		(10,727,538	)		(47,860,466	)		(20,225,210	)		(12,946,941	)		(327,683,551	)		(1,900,931	)
Net realized gain (loss)		(10,704,330	)		(40,370,935	)		(20,186,947	)		(11,276,620	)		(329,022,816	)		(1,900,531	)
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Investments		—			(225,041	)		—			(1,842	)		(466,967	)		—
Futures contracts		—			1,245,298			—			(5,873	)		1,174,635			—
Non-exchange traded swap agreements		(12,993,449	)		93,139,454			20,370,032			29,676,280			302,794,976			546,756
Change in net unrealized appreciation/depreciation		(12,993,449	)		94,159,711			20,370,032			29,668,565			303,502,644			546,756
Net realized and unrealized gain (loss)		(23,697,779	)		53,788,776			183,085			18,391,945			(25,520,172	)		(1,353,775	)
Change in Net Assets Resulting from Operations	$	(23,868,812	)	$	51,450,975		$	41,367		$	17,619,487		$	(30,549,063	)	$	(1,382,973	)

See accompanying notes to the financial statements.

202 :: FOR THE YEAR ENDED MAY 31, 2022 :: STATEMENTS OF OPERATIONS PROSHARES TRUST

	UltraShort SmallCap600			UltraShort Technology			UltraShort Utilities
	Year Ended May 31, 2022			Year Ended May 31, 2022			Year Ended May 31, 2022
INVESTMENT INCOME:
Interest	$	2,934		$	5,097		$	1,587
Total Investment Income		2,934			5,097			1,587
EXPENSES:
Advisory fees (Note 4)		24,014			42,371			14,109
Management Services fees (Note 4)		3,202			5,649			1,881
Professional fees		17,211			21,234			17,197
Administration fees (Note 5)		38,471			38,471			38,471
Custodian fees (Note 6)		144			478			160
Printing and Shareholder reports		662			1,810			585
Listing, Data and related fees (Note 7)		12,415			12,180			10,673
Trustees fees (Note 8)		51			88			31
Compliance services fees (Note 4)		15			27			8
Other fees		6,167			5,507			4,842
Total Gross Expenses before fees waived and/or reimbursed		102,352			127,815			87,957
LESS:
Expenses waived and/or reimbursed by Advisor (Note 4)		(71,932	)		(74,128	)		(70,103	)
Total Net Expenses		30,420			53,687			17,854
Net Investment Income (Loss)		(27,486	)		(48,590	)		(16,267	)
NET REALIZED GAIN (LOSS) FROM:
Transactions in investment securities		144			557			562
Expiration or closing of non-exchange traded swap agreements		(379,342	)		(4,058,509	)		(1,490,625	)
Net realized gain (loss)		(379,198	)		(4,057,952	)		(1,490,063	)
CHANGE IN NET UNREALIZED APPRECIATION/DEPRECIATION FROM:
Non-exchange traded swap agreements		607,339			4,848,322			882,779
Change in net unrealized appreciation/depreciation		607,339			4,848,322			882,779
Net realized and unrealized gain (loss)		228,141			790,370			(607,284	)
Change in Net Assets Resulting from Operations	$	200,655		$	741,780		$	(623,551	)

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF OPERATIONS :: FOR THE YEAR ENDED MAY 31, 2022 :: 203

STATEMENTS OF CHANGES IN NET ASSETS

204 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	Short 7-10 Year Treasury						Short 20+ Year Treasury						Short Dow30SM
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(1,030,121	)	$	(333,015	)	$	(5,601,050	)	$	(2,699,999	)	$	(2,225,689	)	$	(3,018,749	)
Net realized gain (loss)		13,030,974			(127,285	)		91,830,374			48,465,998			(55,094,161	)		(140,673,909	)
Change in net unrealized appreciation/depreciation		368,002			1,155,049			9,430,598			(3,729,613	)		52,064,455			7,736,316
Change in net assets resulting from operations		12,368,855			694,749			95,659,922			42,036,386			(5,255,395	)		(135,956,342	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		223,921,675			84,104,689			1,201,934,471			1,198,738,480			370,483,867			306,917,383
Cost of shares redeemed		(154,551,261	)		(10,329,210	)		(1,219,984,465	)		(803,142,952	)		(342,315,337	)		(440,722,758	)
Change in net assets resulting from capital transactions		69,370,414			73,775,479			(18,049,994	)		395,595,528			28,168,530			(133,805,375	)
Change in net assets		81,739,269			74,470,228			77,609,928			437,631,914			22,913,135			(269,761,717	)
NET ASSETS:
Beginning of period	$	89,977,385		$	15,507,157		$	597,553,007		$	159,921,093		$	232,823,740		$	502,585,457
End of period	$	171,716,654		$	89,977,385		$	675,162,935		$	597,553,007		$	255,736,875		$	232,823,740
SHARE TRANSACTIONS:
Beginning of period		3,625,000			650,000			33,950,000			10,300,000			6,823,755			10,223,755
Issued		8,850,000			3,400,000			70,750,000			72,900,000			11,050,000			7,300,000
Issued in-kind		—			—			—			—			—			—
Redeemed		(6,050,000	)		(425,000	)		(70,700,000	)		(49,250,000	)		(10,350,000	)		(10,700,000	)
Redemption in-kind		—			—			—			—			—			—
Shares outstanding, end of period		6,425,000			3,625,000			34,000,000			33,950,000			7,523,755			6,823,755

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 205

	Short Financials						Short FTSE China 50						Short High Yield
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(92,417	)	$	(178,415	)	$	(69,528	)	$	(47,199	)	$	(776,516	)	$	(690,475	)
Net realized gain (loss)		(4,231,118	)		(6,862,073	)		999,309			(550,265	)		2,776,015			(12,350,687	)
Change in net unrealized appreciation/depreciation		4,256,674			(2,033,527	)		420,688			(1,007,344	)		(2,562,954	)		1,520,614
Change in net assets resulting from operations		(66,861	)		(9,074,015	)		1,350,469			(1,604,808	)		(563,455	)		(11,520,548	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		24,036,193			18,931,554			16,851,461			895,685			328,770,206			25,335,522
Cost of shares redeemed		(15,330,244	)		(32,274,571	)		(14,200,857	)		(2,979,467	)		(39,849,609	)		(78,151,728	)
Change in net assets resulting from capital transactions		8,705,949			(13,343,017	)		2,650,604			(2,083,782	)		288,920,597			(52,816,206	)
Change in net assets		8,639,088			(22,417,032	)		4,001,073			(3,688,590	)		288,357,142			(64,336,754	)
NET ASSETS:
Beginning of period	$	9,854,727		$	32,271,759		$	2,835,350		$	6,523,940		$	54,684,679		$	119,021,433
End of period	$	18,493,815		$	9,854,727		$	6,836,423		$	2,835,350		$	343,041,821		$	54,684,679
SHARE TRANSACTIONS:
Beginning of period		774,851			1,574,851			200,000			350,000			3,000,000			5,700,000
Issued		1,950,000			1,000,000			1,000,000			50,000			17,800,000			1,300,000
Issued in-kind		—			—			—			—			—			—
Redeemed		(1,250,000	)		(1,800,000	)		(800,000	)		(200,000	)		(2,200,000	)		(4,000,000	)
Redemption in-kind		—			—			—			—			—			—
Shares outstanding, end of period		1,474,851			774,851			400,000			200,000			18,600,000			3,000,000

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

206 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	Short MidCap400						Short MSCI EAFE						Short MSCI Emerging Markets
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(96,435	)	$	(207,055	)	$	(229,626	)	$	(207,284	)	$	(294,919	)	$	(383,638	)
Net realized gain (loss)		(4,272,750	)		(17,501,501	)		(2,812,000	)		(14,153,009	)		(642,969	)		(28,928,215	)
Change in net unrealized appreciation/depreciation		4,367,197			6,191,667			1,992,714			4,533,486			4,739,509			5,637,223
Change in net assets resulting from operations		(1,988	)		(11,516,889	)		(1,048,912	)		(9,826,807	)		3,801,621			(23,674,630	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		9,848,424			9,163,106			161,390,383			32,012,837			76,804,412			25,069,525
Cost of shares redeemed		(9,643,569	)		(16,664,309	)		(104,931,666	)		(57,884,461	)		(58,307,370	)		(68,618,536	)
Change in net assets resulting from capital transactions		204,855			(7,501,203	)		56,458,717			(25,871,624	)		18,497,042			(43,549,011	)
Change in net assets		202,867			(19,018,092	)		55,409,805			(35,698,431	)		22,298,663			(67,223,641	)
NET ASSETS:
Beginning of period	$	12,003,518		$	31,021,610		$	9,548,609		$	45,247,040		$	20,746,900		$	87,970,541
End of period	$	12,206,385		$	12,003,518		$	64,958,414		$	9,548,609		$	43,045,563		$	20,746,900
SHARE TRANSACTIONS:
Beginning of period		493,667			768,667			525,000			1,725,000			1,750,000			4,750,000
Issued		400,000			250,000			8,500,000			1,350,000			5,850,000			1,700,000
Issued in-kind		—			—			—			—			—			—
Redeemed		(400,000	)		(525,000	)		(5,700,000	)		(2,550,000	)		(4,550,000	)		(4,700,000	)
Redemption in-kind		—			—			—			—			—			—
Shares outstanding, end of period		493,667			493,667			3,325,000			525,000			3,050,000			1,750,000

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 207

	Short QQQ						Short Real Estate						Short Russell2000
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(5,913,714	)	$	(5,049,642	)	$	(72,201	)	$	(157,123	)	$	(2,498,389	)	$	(2,972,120	)
Net realized gain (loss)		(121,801,412	)		(331,320,929	)		(2,547,182	)		(6,485,026	)		(43,449,450	)		(257,494,066	)
Change in net unrealized appreciation/depreciation		178,854,149			73,017,903			2,081,298			1,324,352			76,208,412			58,153,651
Change in net assets resulting from operations		51,139,023			(263,352,668	)		(538,085	)		(5,317,797	)		30,260,573			(202,312,535	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		1,741,063,208			1,144,258,995			12,565,640			5,075,190			488,113,314			593,230,095
Cost of shares redeemed		(1,303,970,149	)		(787,726,884	)		(3,419,993	)		(19,379,367	)		(338,502,314	)		(602,770,756	)
Change in net assets resulting from capital transactions		437,093,059			356,532,111			9,145,647			(14,304,177	)		149,611,000			(9,540,661	)
Change in net assets		488,232,082			93,179,443			8,607,562			(19,621,974	)		179,871,573			(211,853,196	)
NET ASSETS:
Beginning of period	$	595,528,338		$	502,348,895		$	7,651,576		$	27,273,550		$	273,412,042		$	485,265,238
End of period	$	1,083,760,420		$	595,528,338		$	16,259,138		$	7,651,576		$	453,283,615		$	273,412,042
SHARE TRANSACTIONS:
Beginning of period		45,062,500			24,712,500			400,000	(b)		1,025,000	(b)		12,766,642			12,766,642
Issued		142,150,000			72,450,000			700,000	(b)		200,000	(b)		21,550,000			20,600,000
Issued in-kind		—			—			—	(b)		—	(b)		—			—
Redeemed		(105,500,000	)		(52,100,000	)		(200,112	)(b)		(825,000	)(b)		(15,500,000	)		(20,600,000	)
Redemption in-kind		—			—			—	(b)		—	(b)		—			—
Shares outstanding, end of period		81,712,500			45,062,500			899,888	(b)		400,000	(b)		18,816,642			12,766,642

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(b)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 1:2 reverse stock split effective January 13, 2022.

See accompanying notes to the financial statements.

208 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	Short S&P500®						Short SmallCap600						Ultra 7-10 Year Treasury
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(12,292,340	)	$	(17,667,014	)	$	(42,450	)	$	(87,250	)	$	(17,479	)	$	116,627
Net realized gain (loss)		(410,162,201	)		(1,256,303,759	)		(773,108	)		(7,393,825	)		169,586			3,247,503
Change in net unrealized appreciation/depreciation		372,853,132			354,728,530			1,086,075			1,572,108			(3,530,331	)		(7,082,459	)
Change in net assets resulting from operations		(49,601,409	)		(919,242,243	)		270,517			(5,908,967	)		(3,378,224	)		(3,718,329	)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		—			—			—			—			(38,868	)		(140,892	)
Total distributions		—			—			—			—			(38,868	)		(140,892	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		3,427,800,937			1,531,572,440			3,026,104			3,217,771			19,618,935			14,713,463
Cost of shares redeemed		(2,432,461,110	)		(2,905,039,359	)		(887,256	)		(6,297,508	)		(16,783,261	)		(26,577,409	)
Change in net assets resulting from capital transactions		995,339,827			(1,373,466,919	)		2,138,848			(3,079,737	)		2,835,674			(11,863,946	)
Change in net assets		945,738,418			(2,292,709,162	)		2,409,365			(8,988,704	)		(581,418	)		(15,723,167	)
NET ASSETS:
Beginning of period	$	1,404,720,310		$	3,697,429,472		$	4,661,826		$	13,650,530		$	18,463,750		$	34,186,917
End of period	$	2,350,458,728		$	1,404,720,310		$	7,071,191		$	4,661,826		$	17,882,332		$	18,463,750
SHARE TRANSACTIONS:
Beginning of period		89,080,826			161,055,826			268,681			418,681			275,000			450,000
Issued		231,025,000			80,325,000			175,000			100,000			300,000			200,000
Issued in-kind		—			—			—			—			—			—
Redeemed		(165,725,000	)		(152,300,000	)		(50,000	)		(250,000	)		(250,000	)		(375,000	)
Redemption in-kind		—			—			—			—			—			—
Shares outstanding, end of period		154,380,826			89,080,826			393,681			268,681			325,000			275,000

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 209

	Ultra 20+ Year Treasury						Ultra Basic Materials						Ultra Consumer Goods
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(246,132	)	$	(126,251	)	$	476,285		$	206,091		$	48,967		$	33,317
Net realized gain (loss)		(19,769,364	)		(3,914,933	)		22,646,117			6,772,711			6,104,406			1,716,162
Change in net unrealized appreciation/depreciation		1,005,077			(9,153,278	)		(24,987,142	)		32,930,762			(6,722,220	)		5,043,154
Change in net assets resulting from operations		(19,010,419	)		(13,194,462	)		(1,864,740	)		39,909,564			(568,847	)		6,792,633
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		—			—			(468,191	)		(222,206	)		(43,776	)		(37,605	)
Total distributions		—			—			(468,191	)		(222,206	)		(43,776	)		(37,605	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		123,228,567			99,240,889			5,304,711			45,033,317			27,663,961			22,038,627
Cost of shares redeemed		(96,826,893	)		(107,325,194	)		(45,219,591	)		(7,940,390	)		(32,152,708	)		(20,719,420	)
Change in net assets resulting from capital transactions		26,401,674			(8,084,305	)		(39,914,880	)		37,092,927			(4,488,747	)		1,319,207
Change in net assets		7,391,255			(21,278,767	)		(42,247,811	)		76,780,285			(5,101,370	)		8,074,235
NET ASSETS:
Beginning of period	$	28,797,419		$	50,076,186		$	104,476,605		$	27,696,320		$	13,463,156		$	5,388,921
End of period	$	36,188,674		$	28,797,419		$	62,228,794		$	104,476,605		$	8,361,786		$	13,463,156
SHARE TRANSACTIONS:
Beginning of period		600,000			750,000			3,900,000	(f)		2,500,000	(f)		600,000	(c)		500,000	(c)
Issued		2,300,000			1,625,000			—	(f)		—	(f)		1,150,000	(c)		1,200,000	(c)
Issued in-kind		—			—			200,000	(f)		1,900,000	(f)		50,000	(c)		300,000	(c)
Redeemed		(1,375,000	)		(725,000	)		(25,000	)(f)		—	(f)		—	(c)		—	(c)
Redemption in-kind		(450,000	)		(1,050,000	)		(1,750,000	)(f)		(500,000	)(f)		(1,400,000	)(c)		(1,400,000	)(c)
Shares outstanding, end of period		1,075,000			600,000			2,325,000	(f)		3,900,000	(f)		400,000	(c)		600,000	(c)

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(c)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 4:1 stock split effective January 13, 2022.

(f)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 4:1 stock split effective May 27, 2022.

See accompanying notes to the financial statements.

210 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	Ultra Consumer Services						Ultra Dow30SM						Ultra Financials
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(99,163	)	$	(104,853	)	$	2,693,521		$	1,887,567		$	2,962,867		$	2,423,942
Net realized gain (loss)		6,652,019			8,370,076			128,878,710			80,659,309			168,451,268			302,224,245
Change in net unrealized appreciation/depreciation		(17,438,299	)		6,627,092			(173,849,484	)		142,486,666			(238,312,634	)		190,640,287
Change in net assets resulting from operations		(10,885,443	)		14,892,315			(42,277,253	)		225,033,542			(66,898,499	)		495,288,474
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		—			—			(1,513,762	)		(558,454	)		(42,664,109	)		(2,781,787	)
Total distributions		—			—			(1,513,762	)		(558,454	)		(42,664,109	)		(2,781,787	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		17,917,755			11,835,241			184,408,771			551,703,099			1,178,507,703			145,060,479
Cost of shares redeemed		(24,780,629	)		(13,552,011	)		(253,346,080	)		(575,640,753	)		(1,321,139,297	)		(162,148,943	)
Change in net assets resulting from capital transactions		(6,862,874	)		(1,716,770	)		(68,937,309	)		(23,937,654	)		(142,631,594	)		(17,088,464	)
Change in net assets		(17,748,317	)		13,175,545			(112,728,324	)		200,537,434			(252,194,202	)		475,418,223
NET ASSETS:
Beginning of period	$	31,622,062		$	18,446,517		$	498,320,422		$	297,782,988		$	923,716,879		$	448,298,656
End of period	$	13,873,745		$	31,622,062		$	385,592,098		$	498,320,422		$	671,522,677		$	923,716,879
SHARE TRANSACTIONS:
Beginning of period		650,000	(d)		700,000	(d)		6,900,000			7,550,000			14,507,750			15,207,750
Issued		350,000	(d)		200,000	(d)		2,500,000			11,100,000			18,550,000			2,650,000
Issued in-kind		—	(d)		50,000	(d)		—			—			—			—
Redeemed		—	(d)		—	(d)		—			—			—			—
Redemption in-kind		(525,000	)(d)		(300,000	)(d)		(3,500,000	)		(11,750,000	)		(20,600,000	)		(3,350,000	)
Shares outstanding, end of period		475,000	(d)		650,000	(d)		5,900,000			6,900,000			12,457,750			14,507,750

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(d)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 2:1 stock split effective January 13, 2022.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 211

	Ultra FTSE China 50						Ultra FTSE Europe						Ultra Health Care
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(166,197	)	$	(313,663	)	$	(44,794	)	$	(42,088	)	$	376,362		$	190,611
Net realized gain (loss)		248,528			2,932,833			1,391,855			1,896,339			56,128,216			24,659,344
Change in net unrealized appreciation/depreciation		(14,756,734	)		4,227,489			(2,301,983	)		1,252,036			(48,714,621	)		18,153,574
Change in net assets resulting from operations		(14,674,403	)		6,846,659			(954,922	)		3,106,287			7,789,957			43,003,529
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		—			—			—			—			(247,844	)		(116,619	)
Total distributions		—			—			—			—			(247,844	)		(116,619	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		13,222,258			17,688,326			2,942,584			1,422,507			305,986,945			17,528,027
Cost of shares redeemed		(16,214,710	)		(16,606,011	)		(3,257,674	)		(2,789,027	)		(326,091,063	)		(40,726,691	)
Change in net assets resulting from capital transactions		(2,992,452	)		1,082,315			(315,090	)		(1,366,520	)		(20,104,118	)		(23,198,664	)
Change in net assets		(17,666,855	)		7,928,974			(1,270,012	)		1,739,767			(12,562,005	)		19,688,246
NET ASSETS:
Beginning of period	$	28,090,931		$	20,161,957		$	5,239,462		$	3,499,695		$	130,404,660		$	110,716,414
End of period	$	10,424,076		$	28,090,931		$	3,969,450		$	5,239,462		$	117,842,655		$	130,404,660
SHARE TRANSACTIONS:
Beginning of period		400,000			400,000			75,000			100,000			1,475,000			1,800,000
Issued		300,000			250,000			50,000			25,000			2,575,000			175,000
Issued in-kind		—			—			—			—			525,000			50,000
Redeemed		(350,000	)		(250,000	)		(50,000	)		(50,000	)		(200,000	)		(125,000	)
Redemption in-kind		—			—			—			—			(3,100,000	)		(425,000	)
Shares outstanding, end of period		350,000			400,000			75,000			75,000			1,275,000			1,475,000

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

212 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	Ultra High Yield						Ultra Industrials						Ultra MidCap400
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(200,987	)	$	(109,709	)	$	13,114		$	14,941		$	455,000		$	217,770
Net realized gain (loss)		2,079,332			154,302			11,020,393			3,514,515			47,716,473			38,598,782
Change in net unrealized appreciation/depreciation		(3,822,149	)		1,324,987			(18,114,684	)		13,903,043			(78,959,083	)		82,578,947
Change in net assets resulting from operations		(1,943,804	)		1,369,580			(7,081,177	)		17,432,499			(30,787,610	)		121,395,499
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(135,724	)		(319,707	)		(5,279	)		(36,211	)		(321,289	)		(268,889	)
Total distributions		(135,724	)		(319,707	)		(5,279	)		(36,211	)		(321,289	)		(268,889	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		116,463,565			46,566,158			34,328,479			11,512,934			53,890,439			35,618,242
Cost of shares redeemed		(122,571,396	)		(24,015,252	)		(50,998,764	)		(3,296,459	)		(89,029,395	)		(72,618,438	)
Change in net assets resulting from capital transactions		(6,107,831	)		22,550,906			(16,670,285	)		8,216,475			(35,138,956	)		(37,000,196	)
Change in net assets		(8,187,359	)		23,600,779			(23,756,741	)		25,612,763			(66,247,855	)		84,126,414
NET ASSETS:
Beginning of period	$	28,413,945		$	4,813,166		$	40,450,543		$	14,837,780		$	189,162,187		$	105,035,773
End of period	$	20,226,586		$	28,413,945		$	16,693,802		$	40,450,543		$	122,914,332		$	189,162,187
SHARE TRANSACTIONS:
Beginning of period		375,000			75,000			1,225,000			1,000,000			2,875,000			3,675,000
Issued		1,525,000			625,000			1,000,000			275,000			600,000			600,000
Issued in-kind		—			—			50,000			100,000			200,000			500,000
Redeemed		(1,600,000	)		(300,000	)		—			—			(600,000	)		(150,000	)
Redemption in-kind		—			(25,000	)		(1,575,000	)		(150,000	)		(800,000	)		(1,750,000	)
Shares outstanding, end of period		300,000			375,000			700,000			1,225,000			2,275,000			2,875,000

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 213

	Ultra MSCI Brazil Capped						Ultra MSCI EAFE						Ultra MSCI Emerging Markets
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(64,563	)	$	(64,854	)	$	(114,722	)	$	(97,380	)	$	(483,344	)	$	(501,330	)
Net realized gain (loss)		3,040,927			1,918,387			3,370,053			2,805,983			2,161,182			12,230,299
Change in net unrealized appreciation/depreciation		(3,732,576	)		2,303,302			(6,735,618	)		3,187,495			(29,812,128	)		12,404,023
Change in net assets resulting from operations		(756,212	)		4,156,835			(3,480,287	)		5,896,098			(28,134,290	)		24,132,992
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		10,315,500			1,247,283			7,541,381			7,417,253			20,744,168			81,768,155
Cost of shares redeemed		(7,156,563	)		(3,150,599	)		(8,205,537	)		(3,697,312	)		(58,484,193	)		(26,057,083	)
Change in net assets resulting from capital transactions		3,158,937			(1,903,316	)		(664,156	)		3,719,941			(37,740,025	)		55,711,072
Change in net assets		2,402,725			2,253,519			(4,144,443	)		9,616,039			(65,874,315	)		79,844,064
NET ASSETS:
Beginning of period	$	7,139,788		$	4,886,269		$	13,208,204		$	3,592,165		$	92,605,000		$	12,760,936
End of period	$	9,542,513		$	7,139,788		$	9,063,761		$	13,208,204		$	26,730,685		$	92,605,000
SHARE TRANSACTIONS:
Beginning of period		191,557			241,557			250,000			125,000			875,000			250,000
Issued		375,000			50,000			150,000			200,000			225,000			900,000
Issued in-kind		—			—			—			—			—			—
Redeemed		(275,000	)		(100,000	)		(175,000	)		(75,000	)		(675,000	)		(275,000	)
Redemption in-kind		—			—			—			—			—			—
Shares outstanding, end of period		291,557			191,557			225,000			250,000			425,000			875,000

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

214 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	Ultra MSCI Japan						Ultra Nasdaq Biotechnology						Ultra Nasdaq Cloud Computing
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			January 19, 2021* through May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(60,339	)	$	(50,938	)	$	(576,731	)	$	(999,348	)	$	(10,891	)	$	(5,495	)
Net realized gain (loss)		1,541,413			1,074,325			3,383,233			74,081,880			(239,922	)		144,108
Change in net unrealized appreciation/depreciation		(5,167,279	)		1,025,730			(80,992,074	)		(35,130,549	)		(1,746,897	)		77,658
Change in net assets resulting from operations		(3,686,205	)		2,049,117			(78,185,572	)		37,951,983			(1,997,710	)		216,271
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		36,793,949			2,296,581			99,642,381			280,939,595			1,868,676			4,000,040
Cost of shares redeemed		(33,245,054	)		(2,367,519	)		(215,160,010	)		(215,482,923	)		—			(2,257,309	)
Change in net assets resulting from capital transactions		3,548,895			(70,938	)		(115,517,629	)		65,456,672			1,868,676			1,742,731
Change in net assets		(137,310	)		1,978,179			(193,703,201	)		103,408,655			(129,034	)		1,959,002
NET ASSETS:
Beginning of period	$	5,897,111		$	3,918,932		$	287,388,294		$	183,979,639		$	1,959,002		$	—
End of period	$	5,759,801		$	5,897,111		$	93,685,093		$	287,388,294		$	1,829,968		$	1,959,002
SHARE TRANSACTIONS:
Beginning of period		125,000			125,000			3,400,000			2,600,000			50,001			—
Issued		750,000			50,000			100,000			200,000			—			100,001
Issued in-kind		—			—			1,000,000			3,300,000			50,000			—
Redeemed		(575,000	)		(50,000	)		(550,000	)		(350,000	)		—			—
Redemption in-kind		(125,000	)		—			(2,000,000	)		(2,350,000	)		—			(50,000	)
Shares outstanding, end of period		175,000			125,000			1,950,000			3,400,000			100,001			50,001

*  Commencement of investment operations.

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 215

	Ultra Nasdaq Cybersecurity						Ultra Oil & Gas						Ultra QQQ
	Year Ended May 31, 2022			January 19, 2021* through May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(35,168	)	$	(9,770	)	$	4,091,799		$	4,014,682		$	(15,459,260	)	$	(11,682,255	)
Net realized gain (loss)		443,600			—			139,254,242			26,090,175			1,370,868,620			1,710,052,490
Change in net unrealized appreciation/depreciation		(1,357,037	)		(163,862	)		63,160,845			63,220,343			(2,404,399,785	)		410,296,228
Change in net assets resulting from operations		(948,605	)		(173,632	)		206,506,886			93,325,200			(1,048,990,425	)		2,108,666,463
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(29,506	)		—			(4,771,573	)		(4,169,364	)		—			—
Total distributions		(29,506	)		—			(4,771,573	)		(4,169,364	)		—			—
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		6,528,568			4,000,040			48,974,498			81,427,791			4,485,156,617			1,454,540,260
Cost of shares redeemed		(6,032,433	)		(1,011,283	)		(243,215,147	)		(75,852,503	)		(4,051,362,587	)		(1,639,798,684	)
Change in net assets resulting from capital transactions		496,135			2,988,757			(194,240,649	)		5,575,288			433,794,030			(185,258,424	)
Change in net assets		(481,976	)		2,815,125			7,494,664			94,731,124			(615,196,395	)		1,923,408,039
NET ASSETS:
Beginning of period	$	2,815,125		$	—		$	211,206,667		$	116,475,543		$	4,294,520,528		$	2,371,112,489
End of period	$	2,333,149		$	2,815,125		$	218,701,331		$	211,206,667		$	3,679,324,133		$	4,294,520,528
SHARE TRANSACTIONS:
Beginning of period		75,001			—			12,652,944	(f)		11,652,944	(f)		67,500,000			72,000,000
Issued		100,000			100,001			1,200,000	(f)		3,000,000	(f)		41,200,000			15,200,000
Issued in-kind		25,000			—			1,400,000	(f)		4,800,000	(f)		22,100,000			11,750,000
Redeemed		(75,000	)		(25,000	)		(1,400,000	)(f)		—	(f)		—			—
Redemption in-kind		(50,000	)		—			(8,850,000	)(f)		(6,800,000	)(f)		(58,200,000	)		(31,450,000	)
Shares outstanding, end of period		75,001			75,001			5,002,944	(f)		12,652,944	(f)		72,600,000			67,500,000

*  Commencement of investment operations.

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(f)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 4:1 stock split effective May 27, 2022.

See accompanying notes to the financial statements.

216 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	Ultra Real Estate						Ultra Russell2000						Ultra S&P500®
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	820,659		$	774,013		$	(219,293	)	$	(1,028,961	)	$	13,820,233		$	11,160,299
Net realized gain (loss)		36,020,755			(19,075,577	)		120,586,647			173,833,379			1,557,367,937			918,063,517
Change in net unrealized appreciation/depreciation		(37,730,729	)		64,427,810			(234,321,144	)		152,603,267			(1,806,969,584	)		870,708,018
Change in net assets resulting from operations		(889,315	)		46,126,246			(113,953,790	)		325,407,685			(235,781,414	)		1,799,931,834
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(888,447	)		(613,192	)		—			(58,617	)		(9,133,655	)		(5,190,269	)
Total distributions		(888,447	)		(613,192	)		—			(58,617	)		(9,133,655	)		(5,190,269	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		23,294,422			32,896,676			384,304,250			775,638,701			5,124,560,438			2,324,587,585
Cost of shares redeemed		(36,327,183	)		(37,931,952	)		(831,269,828	)		(482,962,530	)		(5,282,901,568	)		(2,457,702,513	)
Change in net assets resulting from capital transactions		(13,032,761	)		(5,035,276	)		(446,965,578	)		292,676,171			(158,341,130	)		(133,114,928	)
Change in net assets		(14,810,523	)		40,477,778			(560,919,368	)		618,025,239			(403,256,199	)		1,661,626,637
NET ASSETS:
Beginning of period	$	117,123,962		$	76,646,184		$	742,689,467		$	124,664,228		$	3,827,455,513		$	2,165,828,876
End of period	$	102,313,439		$	117,123,962		$	181,770,099		$	742,689,467		$	3,424,199,314		$	3,827,455,513
SHARE TRANSACTIONS:
Beginning of period		1,383,744			1,483,744			12,850,000			5,400,000			67,000,000	(d)		71,200,000	(d)
Issued		100,000			100,000			7,550,000			19,100,000			38,900,000	(d)		34,300,000	(d)
Issued in-kind		125,000			400,000			100,000			—			40,750,000	(d)		20,300,000	(d)
Redeemed		—			—			(50,000	)		(3,200,000	)		—	(d)		—	(d)
Redemption in-kind		(375,000	)		(600,000	)		(15,550,000	)		(8,450,000	)		(83,100,000	)(d)		(58,800,000	)(d)
Shares outstanding, end of period		1,233,744			1,383,744			4,900,000			12,850,000			63,550,000	(d)		67,000,000	(d)

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(d)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 2:1 stock split effective January 13, 2022.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 217

	Ultra Semiconductors						Ultra SmallCap600						Ultra Technology
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(236,009	)	$	(19,155	)	$	31,109		$	(30,131	)	$	(3,942,192	)	$	(2,695,348	)
Net realized gain (loss)		75,443,570			57,643,268			12,318,883			1,917,689			475,853,274			237,700,185
Change in net unrealized appreciation/depreciation		(123,028,262	)		51,908,796			(21,836,803	)		22,951,072			(571,308,630	)		195,420,094
Change in net assets resulting from operations		(47,820,701	)		109,532,909			(9,486,811	)		24,838,630			(99,397,548	)		430,424,931
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		—			(105,331	)		—			(7,958	)		—			—
Total distributions		—			(105,331	)		—			(7,958	)		—			—
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		365,953,832			140,489,154			4,390,038			12,318,475			486,250,284			214,327,328
Cost of shares redeemed		(323,870,726	)		(74,223,284	)		(8,077,079	)		(5,518,371	)		(610,701,807	)		(299,261,412	)
Change in net assets resulting from capital transactions		42,083,106			66,265,870			(3,687,041	)		6,800,104			(124,451,523	)		(84,934,084	)
Change in net assets		(5,737,595	)		175,693,448			(13,173,852	)		31,630,776			(223,849,071	)		345,490,847
NET ASSETS:
Beginning of period	$	253,317,251		$	77,623,803		$	46,108,873		$	14,478,097		$	763,228,698		$	417,737,851
End of period	$	247,579,656		$	253,317,251		$	32,935,021		$	46,108,873		$	539,379,627		$	763,228,698
SHARE TRANSACTIONS:
Beginning of period		8,075,000			5,600,000			1,450,000			1,250,000			18,300,000	(d)		20,200,000	(d)
Issued		5,575,000			900,000			25,000			25,000			7,650,000	(d)		2,000,000	(d)
Issued in-kind		4,125,000			4,700,000			125,000			375,000			1,975,000	(d)		4,900,000	(d)
Redeemed		—			—			—			—			—	(d)		—	(d)
Redemption in-kind		(9,025,000	)		(3,125,000	)		(275,000	)		(200,000	)		(12,500,000	)(d)		(8,800,000	)(d)
Shares outstanding, end of period		8,750,000			8,075,000			1,325,000			1,450,000			15,425,000	(d)		18,300,000	(d)

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(d)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 2:1 stock split effective January 13, 2022.

See accompanying notes to the financial statements.

218 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	Ultra Telecommunications						Ultra Utilities						UltraPro Dow30SM
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	29,522		$	18,392		$	374,035		$	186,284		$	4,581,143		$	3,756,328
Net realized gain (loss)		195,138			(12,542	)		674,397			(1,568,487	)		298,708,374			333,836,349
Change in net unrealized appreciation/depreciation		(615,435	)		470,827			3,252,710			4,235,552			(377,844,228	)		314,154,037
Change in net assets resulting from operations		(390,775	)		476,677			4,301,142			2,853,349			(74,554,711	)		651,746,714
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(34,809	)		(14,027	)		(308,736	)		(89,337	)		(2,586,002	)		(1,653,264	)
Total distributions		(34,809	)		(14,027	)		(308,736	)		(89,337	)		(2,586,002	)		(1,653,264	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		—			1,068,573			21,966,904			1,176,993			2,965,496,366			1,157,370,619
Cost of shares redeemed		—			—			(15,816,548	)		(5,518,309	)		(3,154,717,709	)		(1,554,430,853	)
Change in net assets resulting from capital transactions		—			1,068,573			6,150,356			(4,341,316	)		(189,221,343	)		(397,060,234	)
Change in net assets		(425,584	)		1,531,223			10,142,762			(1,577,304	)		(266,362,056	)		253,033,216
NET ASSETS:
Beginning of period	$	2,390,666		$	859,443		$	13,737,391		$	15,314,695		$	958,085,541		$	705,052,325
End of period	$	1,965,082		$	2,390,666		$	23,880,153		$	13,737,391		$	691,723,485		$	958,085,541
SHARE TRANSACTIONS:
Beginning of period		50,000			25,000			225,000			300,000			13,050,000			22,800,000
Issued		—			25,000			150,000			25,000			12,150,000			9,900,000
Issued in-kind		—			—			175,000			—			27,700,000			16,700,000
Redeemed		—			—			(100,000	)		(25,000	)		—			—
Redemption in-kind		—			—			(150,000	)		(75,000	)		(41,600,000	)		(36,350,000	)
Shares outstanding, end of period		50,000			50,000			300,000			225,000			11,300,000			13,050,000

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 219

	UltraPro MidCap400						UltraPro QQQ						UltraPro Russell2000
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	16,578		$	(56,428	)	$	(36,817,307	)	$	(36,239,925	)	$	(305,613	)	$	(842,388	)
Net realized gain (loss)		28,918,082			15,327,376			4,497,365,040			5,905,595,254			133,218,287			178,693,170
Change in net unrealized appreciation/depreciation		(44,696,364	)		30,522,251			(11,665,515,121	)		2,072,765,461			(367,824,360	)		161,433,711
Change in net assets resulting from operations		(15,761,704	)		45,793,199			(7,204,967,388	)		7,942,120,790			(234,911,686	)		339,284,493
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(51,309	)		(9,726	)		(15,428	)		(15,367	)		—			(11,923	)
Total distributions		(51,309	)		(9,726	)		(15,428	)		(15,367	)		—			(11,923	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		24,576,472			17,526,663			25,961,592,213			14,695,431,557			791,082,250			754,634,730
Cost of shares redeemed		(40,824,039	)		(22,398,463	)		(17,121,308,190	)		(16,407,531,794	)		(707,251,591	)		(868,342,638	)
Change in net assets resulting from capital transactions		(16,247,567	)		(4,871,800	)		8,840,284,023			(1,712,100,237	)		83,830,659			(113,707,908	)
Change in net assets		(32,060,580	)		40,911,673			1,635,301,207			6,230,005,186			(151,081,027	)		225,564,662
NET ASSETS:
Beginning of period	$	61,859,190		$	20,947,517		$	12,061,877,850		$	5,831,872,664		$	410,520,270		$	184,955,608
End of period	$	29,798,610		$	61,859,190		$	13,697,179,057		$	12,061,877,850		$	259,439,243		$	410,520,270
SHARE TRANSACTIONS:
Beginning of period		1,925,000			2,125,000			235,800,000	(d)		281,600,000	(d)		3,700,000			6,000,000
Issued		625,000			375,000			202,200,000	(d)		225,400,000	(d)		9,300,000			12,900,000
Issued in-kind		175,000			500,000			248,250,000	(d)		173,000,000	(d)		—			—
Redeemed		—			—			—	(d)		—	(d)		—			(6,500,000	)
Redemption in-kind		(1,400,000	)		(1,075,000	)		(271,500,000	)(d)		(444,200,000	)(d)		(8,050,000	)		(8,700,000	)
Shares outstanding, end of period		1,325,000			1,925,000			414,750,000	(d)		235,800,000	(d)		4,950,000			3,700,000

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(d)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 2:1 stock split effective January 13, 2022.

See accompanying notes to the financial statements.

220 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	UltraPro S&P500®						UltraPro Short 20+ Year Treasury						UltraPro Short Dow30SM
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	5,388,296		$	2,078,867		$	(1,610,227	)	$	(372,392	)	$	(3,328,622	)	$	(4,173,147	)
Net realized gain (loss)		1,345,015,963			773,683,671			121,179,056			15,232,679			(264,289,497	)		(995,442,595	)
Change in net unrealized appreciation/depreciation		(1,805,603,484	)		808,847,102			10,580,231			(844,586	)		254,247,251			384,710,999
Change in net assets resulting from operations		(455,199,225	)		1,584,609,640			130,149,060			14,015,701			(13,370,868	)		(614,904,743	)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(3,324,709	)		(1,265,472	)		—			—			—			—
Total distributions		(3,324,709	)		(1,265,472	)		—			—			—			—
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		5,797,360,726			2,242,123,359			260,672,851			121,956,972			1,300,969,673			907,813,074
Cost of shares redeemed		(5,161,666,508	)		(2,802,958,861	)		(76,482,016	)		(69,876,736	)		(1,295,357,297	)		(749,537,285	)
Change in net assets resulting from capital transactions		635,694,218			(560,835,502	)		184,190,835			52,080,236			5,612,376			158,275,789
Change in net assets		177,170,284			1,022,508,666			314,339,895			66,095,937			(7,758,492	)		(456,628,954	)
NET ASSETS:
Beginning of period	$	2,395,902,850		$	1,373,394,184		$	89,600,735		$	23,504,798		$	359,346,367		$	815,975,321
End of period	$	2,573,073,134		$	2,395,902,850		$	403,940,630		$	89,600,735		$	351,587,875		$	359,346,367
SHARE TRANSACTIONS:
Beginning of period		45,100,000	(d)		63,800,000	(d)		2,143,605			793,605			10,845,991			7,595,991
Issued		41,300,000	(d)		36,400,000	(d)		6,950,000			3,600,000			43,500,000			14,700,000
Issued in-kind		52,400,000	(d)		26,800,000	(d)		—			—			—			—
Redeemed		—	(d)		—	(d)		(1,950,000	)		(2,250,000	)		(43,003,711	)		(11,450,000	)
Redemption in-kind		(83,350,000	)(d)		(81,900,000	)(d)		—			—			—			—
Shares outstanding, end of period		55,450,000	(d)		45,100,000	(d)		7,143,605			2,143,605			11,342,280			10,845,991

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(d)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 2:1 stock split effective January 13, 2022.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 221

	UltraPro Short MidCap400						UltraPro Short QQQ						UltraPro Short Russell2000
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(56,043	)	$	(92,392	)	$	(17,074,636	)	$	(11,931,418	)	$	(1,255,157	)	$	(1,104,079	)
Net realized gain (loss)		(5,454,238	)		(19,330,034	)		12,374,104			(2,512,427,211	)		841,996			(326,798,271	)
Change in net unrealized appreciation/depreciation		4,905,549			3,228,971			358,590,653			759,223,222			54,710,886			90,168,684
Change in net assets resulting from operations		(604,732	)		(16,193,455	)		353,890,121			(1,765,135,407	)		54,297,725			(237,733,666	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		5,629,202			10,182,789			8,702,950,687			7,199,409,693			503,283,235			435,956,128
Cost of shares redeemed		(1,487,579	)		(4,673,660	)		(7,990,990,311	)		(4,788,822,629	)		(514,755,014	)		(260,945,478	)
Change in net assets resulting from capital transactions		4,141,623			5,509,129			711,960,376			2,410,587,064			(11,471,779	)		175,010,650
Change in net assets		3,536,891			(10,684,326	)		1,065,850,497			645,451,657			42,825,946			(62,723,016	)
NET ASSETS:
Beginning of period	$	4,001,805		$	14,686,131		$	1,758,960,621		$	1,113,508,964		$	107,591,800		$	170,314,816
End of period	$	7,538,696		$	4,001,805		$	2,824,811,118		$	1,758,960,621		$	150,417,746		$	107,591,800
SHARE TRANSACTIONS:
Beginning of period		148,946			105,235			31,687,817	(e)		4,728,849	(e)		2,228,368	(e)		524,526	(e)
Issued		200,000			106,250			218,040,000	(e)		79,942,000	(e)		9,690,000	(e)		4,144,000	(e)
Issued in-kind		—			—			—	(e)		—	(e)		—	(e)		—	(e)
Redeemed		(50,303	)		(62,539	)		(190,127,270	)(e)		(52,983,032	)(e)		(9,360,722	)(e)		(2,440,158	)(e)
Redemption in-kind		—			—			—	(e)		—	(e)		—	(e)		—	(e)
Shares outstanding, end of period		298,643			148,946			59,600,547	(e)		31,687,817	(e)		2,557,646	(e)		2,228,368	(e)

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(e)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 1:5 reverse stock split effective January 13, 2022.

See accompanying notes to the financial statements.

222 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	UltraPro Short S&P500®						UltraShort 7-10 Year Treasury						UltraShort 20+ Year Treasury
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(4,656,193	)	$	(5,711,368	)	$	(642,442	)	$	(298,260	)	$	(11,598,774	)	$	(5,708,594	)
Net realized gain (loss)		(385,690,820	)		(1,793,836,595	)		24,176,507			(4,070,102	)		243,764,816			(19,240,773	)
Change in net unrealized appreciation/depreciation		328,980,456			837,064,215			(2,262,148	)		6,401,272			81,317,525			183,835,207
Change in net assets resulting from operations		(61,366,557	)		(962,483,748	)		21,271,917			2,032,910			313,483,567			158,885,840
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		—			—			—			—			—			(1,039	)
Tax return of capital		—			—			—			—			—			(6,804	)
Total distributions		—			—			—			—			—			(7,843	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		2,783,384,071			1,458,234,773			171,120,287			24,534,135			1,096,405,024			1,120,112,194
Cost of shares redeemed		(2,477,314,661	)		(1,343,407,933	)		(113,122,009	)		(12,948,525	)		(1,434,789,753	)		(298,573,461	)
Change in net assets resulting from capital transactions		306,069,410			114,826,840			57,998,278			11,585,610			(338,384,729	)		821,538,733
Change in net assets		244,702,853			(847,656,908	)		79,270,195			13,618,520			(24,901,162	)		980,416,730
NET ASSETS:
Beginning of period	$	476,011,984		$	1,323,668,892		$	43,489,786		$	29,871,266		$	1,415,114,801		$	434,698,071
End of period	$	720,714,837		$	476,011,984		$	122,759,981		$	43,489,786		$	1,390,213,639		$	1,415,114,801
SHARE TRANSACTIONS:
Beginning of period		24,297,347			20,349,727			2,600,000			1,950,000			69,006,929			27,056,929
Issued		178,450,000			45,540,000			9,850,000			1,500,000			58,850,000			59,000,000
Issued in-kind		—			—			—			—			—			—
Redeemed		(158,450,000	)		(41,592,380	)		(6,150,000	)		(850,000	)		(73,750,000	)		(17,050,000	)
Redemption in-kind		—			—			—			—			—			—
Shares outstanding, end of period		44,297,347			24,297,347			6,300,000			2,600,000			54,106,929			69,006,929

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 223

	UltraShort Basic Materials						UltraShort Consumer Goods						UltraShort Consumer Services
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(20,216	)	$	(22,442	)	$	(8,129	)	$	(9,329	)	$	(12,260	)	$	(10,443	)
Net realized gain (loss)		(1,071,618	)		(3,638,965	)		(374,846	)		(1,482,825	)		(190,764	)		(1,713,108	)
Change in net unrealized appreciation/depreciation		356,984			797,931			260,346			509,340			1,179,180			789,116
Change in net assets resulting from operations		(734,850	)		(2,863,476	)		(122,629	)		(982,814	)		976,156			(934,435	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		5,071,122			1,039,261			1,407,478			442,847			3,473,748			1,000,852
Cost of shares redeemed		(3,620,442	)		(878,145	)		(473	)		(450	)		(2,151,998	)		(890,718	)
Change in net assets resulting from capital transactions		1,450,680			161,116			1,407,005			442,397			1,321,750			110,134
Change in net assets		715,830			(2,702,360	)		1,284,376			(540,417	)		2,297,906			(824,301	)
NET ASSETS:
Beginning of period	$	1,718,138		$	4,420,498		$	1,027,928		$	1,568,345		$	939,836		$	1,764,137
End of period	$	2,433,968		$	1,718,138		$	2,312,304		$	1,027,928		$	3,237,742		$	939,836
SHARE TRANSACTIONS:
Beginning of period		135,178			110,178			65,598			40,615			46,800	(g)		40,580	(g)
Issued		400,000			50,000			100,000			25,000			150,000	(g)		37,500	(g)
Issued in-kind		—			—			—			—			—	(g)		—	(g)
Redeemed		(300,095	)		(25,000	)		(30	)		(17	)		(75,000	)(g)		(31,280	)(g)
Redemption in-kind		—			—			—			—			—	(g)		—	(g)
Shares outstanding, end of period		235,083			135,178			165,568			65,598			121,800	(g)		46,800	(g)

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(g)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 1:2 reverse stock split effective May 27, 2022.

See accompanying notes to the financial statements.

224 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	UltraShort Dow30SM						UltraShort Financials						UltraShort FTSE China 50
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(880,530	)	$	(1,240,886	)	$	(115,306	)	$	(248,277	)	$	(192,733	)	$	(236,739	)
Net realized gain (loss)		(34,508,299	)		(175,964,457	)		(9,393,016	)		(21,905,967	)		2,795,138			(11,378,838	)
Change in net unrealized appreciation/depreciation		32,222,600			64,709,490			8,658,777			(2,187,218	)		2,887,793			(6,808,173	)
Change in net assets resulting from operations		(3,166,229	)		(112,495,853	)		(849,545	)		(24,341,462	)		5,490,198			(18,423,750	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		127,646,368			91,975,438			9,180,072			7,210,780			18,280,085			16,555,429
Cost of shares redeemed		(115,912,424	)		(89,399,482	)		(5,234,581	)		(12,223,203	)		(15,939,969	)		(22,684,768	)
Change in net assets resulting from capital transactions		11,733,944			2,575,956			3,945,491			(5,012,423	)		2,340,116			(6,129,339	)
Change in net assets		8,567,715			(109,919,897	)		3,095,946			(29,353,885	)		7,830,314			(24,553,089	)
NET ASSETS:
Beginning of period	$	100,429,969		$	210,349,866		$	12,909,356		$	42,263,241		$	16,598,585		$	41,151,674
End of period	$	108,997,684		$	100,429,969		$	16,005,302		$	12,909,356		$	24,428,899		$	16,598,585
SHARE TRANSACTIONS:
Beginning of period		2,130,854	(e)		2,100,854	(e)		648,348	(b)		786,208	(b)		551,947			751,947
Issued		2,830,000	(e)		1,190,000	(e)		487,500	(b)		168,750	(b)		450,000			500,000
Issued in-kind		—	(e)		—	(e)		—	(b)		—	(b)		—			—
Redeemed		(2,601,068	)(e)		(1,160,000	)(e)		(288,182	)(b)		(306,610	)(b)		(350,000	)		(700,000	)
Redemption in-kind		—	(e)		—	(e)		—	(b)		—	(b)		—			—
Shares outstanding, end of period		2,359,786	(e)		2,130,854	(e)		847,666	(b)		648,348	(b)		651,947			551,947

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(b)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 1:2 reverse stock split effective January 13, 2022.

(e)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 1:5 reverse stock split effective January 13, 2022.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 225

	UltraShort FTSE Europe						UltraShort Health Care						UltraShort Industrials
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(126,419	)	$	(116,485	)	$	(15,848	)	$	(17,397	)	$	(19,403	)	$	(15,384	)
Net realized gain (loss)		(3,554,883	)		(15,763,355	)		(622,726	)		(1,631,347	)		(412,765	)		(3,053,067	)
Change in net unrealized appreciation/depreciation		2,085,442			4,275,387			21,513			745,770			859,127			1,327,126
Change in net assets resulting from operations		(1,595,860	)		(11,604,453	)		(617,061	)		(902,974	)		426,959			(1,741,325	)
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Distributable earnings		(425	)		—			—			—			—			—
Total distributions		(425	)		—			—			—			—			—
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		68,873,982			1,830,466			10,737,275			1,573,009			8,195,100			847,786
Cost of shares redeemed		(18,697,523	)		(5,849,968	)		(7,993,306	)		(1,480,796	)		(6,741,361	)		(1,431,542	)
Change in net assets resulting from capital transactions		50,176,459			(4,019,502	)		2,743,969			92,213			1,453,739			(583,756	)
Change in net assets		48,580,174			(15,623,955	)		2,126,908			(810,761	)		1,880,698			(2,325,081	)
NET ASSETS:
Beginning of period	$	7,300,381		$	22,924,336		$	1,267,383		$	2,078,144		$	943,190		$	3,268,271
End of period	$	55,880,555		$	7,300,381		$	3,394,291		$	1,267,383		$	2,823,888		$	943,190
SHARE TRANSACTIONS:
Beginning of period		612,119			812,119			80,453			80,453			65,187			83,961
Issued		5,025,000			100,000			775,000			62,500			550,000			31,250
Issued in-kind		—			—			—			—			—			—
Redeemed		(1,375,000	)		(300,000	)		(600,023	)		(62,500	)		(450,052	)		(50,024	)
Redemption in-kind		—			—			—			—			—			—
Shares outstanding, end of period		4,262,119			612,119			255,430			80,453			165,135			65,187

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

226 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	UltraShort MidCap400						UltraShort MSCI Brazil Capped						UltraShort MSCI EAFE
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(17,962	)	$	(36,423	)	$	(129,635	)	$	(195,245	)	$	(11,623	)	$	(19,119	)
Net realized gain (loss)		(903,345	)		(6,797,539	)		(6,012,223	)		(21,538,222	)		(372,938	)		(1,314,138	)
Change in net unrealized appreciation/depreciation		392,592			2,923,599			3,142,811			(2,321,890	)		603,554			(257,751	)
Change in net assets resulting from operations		(528,715	)		(3,910,363	)		(2,999,047	)		(24,055,357	)		218,993			(1,591,008	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		6,910,584			1,150,336			22,396,394			31,863,363			1,643,923			—
Cost of shares redeemed		(5,490,865	)		(1,625,743	)		(18,338,125	)		(33,070,783	)		(1,648,923	)		—
Change in net assets resulting from capital transactions		1,419,719			(475,407	)		4,058,269			(1,207,420	)		(5,000	)		—
Change in net assets		891,004			(4,385,770	)		1,059,222			(25,262,777	)		213,993			(1,591,008	)
NET ASSETS:
Beginning of period	$	2,007,332		$	6,393,102		$	12,435,373		$	37,698,150		$	1,410,405		$	3,001,413
End of period	$	2,898,336		$	2,007,332		$	13,494,595		$	12,435,373		$	1,624,398		$	1,410,405
SHARE TRANSACTIONS:
Beginning of period		113,590			126,125			458,720	(g)		433,720	(g)		137,428			137,428
Issued		350,000			25,000			800,000	(g)		675,000	(g)		150,000			—
Issued in-kind		—			—			—	(g)		—	(g)		—			—
Redeemed		(300,080	)		(37,535	)		(600,053	)(g)		(650,000	)(g)		(150,000	)		—
Redemption in-kind		—			—			—	(g)		—	(g)		—			—
Shares outstanding, end of period		163,510			113,590			658,667	(g)		458,720	(g)		137,428			137,428

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(g)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 1:2 reverse stock split effective May 27, 2022.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 227

	UltraShort MSCI Emerging Markets						UltraShort MSCI Japan						UltraShort Nasdaq Biotechnology
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(63,933	)	$	(84,675	)	$	(38,426	)	$	(62,001	)	$	(75,609	)	$	(106,474	)
Net realized gain (loss)		2,237,679			(14,009,251	)		(1,013,755	)		(2,822,311	)		(7,146,131	)		(8,241,188	)
Change in net unrealized appreciation/depreciation		(313,630	)		3,913,349			1,734,955			(911,084	)		9,072,853			3,869,641
Change in net assets resulting from operations		1,860,116			(10,180,577	)		682,774			(3,795,396	)		1,851,113			(4,478,021	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		11,291,272			4,337,729			4,445,824			517,911			12,707,538			23,184,039
Cost of shares redeemed		(7,489,954	)		(5,351,898	)		(3,619,099	)		(3,137,290	)		(15,801,058	)		(21,595,981	)
Change in net assets resulting from capital transactions		3,801,318			(1,014,169	)		826,725			(2,619,379	)		(3,093,520	)		1,588,058
Change in net assets		5,661,434			(11,194,746	)		1,509,499			(6,414,775	)		(1,242,407	)		(2,889,963	)
NET ASSETS:
Beginning of period	$	5,466,771		$	16,661,517		$	4,799,765		$	11,214,540		$	9,666,226		$	12,556,189
End of period	$	11,128,205		$	5,466,771		$	6,309,264		$	4,799,765		$	8,423,819		$	9,666,226
SHARE TRANSACTIONS:
Beginning of period		363,771			438,771			349,913			474,913			446,096			371,250
Issued		600,000			150,000			300,000			25,000			550,000			937,500
Issued in-kind		—			—			—			—			—			—
Redeemed		(425,000	)		(225,000	)		(275,000	)		(150,000	)		(700,000	)		(862,654	)
Redemption in-kind		—			—			—			—			—			—
Shares outstanding, end of period		538,771			363,771			374,913			349,913			296,096			446,096

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

See accompanying notes to the financial statements.

228 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	UltraShort Oil & Gas						UltraShort QQQ						UltraShort Real Estate
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(171,033	)	$	(162,235	)	$	(2,337,801	)	$	(2,083,885	)	$	(141,718	)	$	(276,418	)
Net realized gain (loss)		(10,704,330	)		(23,104,837	)		(40,370,935	)		(371,427,541	)		(20,186,947	)		(22,401,573	)
Change in net unrealized appreciation/depreciation		(12,993,449	)		7,911,197			94,159,711			147,327,079			20,370,032			1,359,407
Change in net assets resulting from operations		(23,868,812	)		(15,355,875	)		51,450,975			(226,184,347	)		41,367			(21,318,584	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		71,553,140			38,941,467			1,325,163,725			737,455,753			21,812,410			21,783,218
Cost of shares redeemed		(34,261,373	)		(22,732,728	)		(1,232,988,157	)		(538,075,095	)		(10,360,730	)		(38,707,472	)
Change in net assets resulting from capital transactions		37,291,767			16,208,739			92,175,568			199,380,658			11,451,680			(16,924,254	)
Change in net assets		13,422,955			852,864			143,626,543			(26,803,689	)		11,493,047			(38,242,838	)
NET ASSETS:
Beginning of period	$	17,253,532		$	16,400,668		$	221,703,424		$	248,507,113		$	16,426,594		$	54,669,432
End of period	$	30,676,487		$	17,253,532		$	365,329,967		$	221,703,424		$	27,919,641		$	16,426,594
SHARE TRANSACTIONS:
Beginning of period		263,422	(e)		73,422	(e)		9,445,774			4,261,058			947,919			1,572,919
Issued		2,700,000	(e)		310,000	(e)		68,600,000			22,100,000			1,600,000			750,000
Issued in-kind		—	(e)		—	(e)		—			—			—			—
Redeemed		(1,110,168	)(e)		(120,000	)(e)		(61,750,000	)		(16,915,284	)		(700,842	)		(1,375,000	)
Redemption in-kind		—	(e)		—	(e)		—			—			—			—
Shares outstanding, end of period		1,853,254	(e)		263,422	(e)		16,295,774			9,445,774			1,847,077			947,919

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(e)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 1:5 reverse stock split effective January 13, 2022.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 229

	UltraShort Russell2000						UltraShort S&P500®						UltraShort Semiconductors
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(772,458	)	$	(799,032	)	$	(5,028,891	)	$	(6,884,645	)	$	(29,198	)	$	(41,773	)
Net realized gain (loss)		(11,276,620	)		(194,691,650	)		(329,022,816	)		(1,136,300,751	)		(1,900,531	)		(5,907,472	)
Change in net unrealized appreciation/depreciation		29,668,565			81,375,979			303,502,644			399,483,934			546,756			(19,542	)
Change in net assets resulting from operations		17,619,487			(114,114,703	)		(30,549,063	)		(743,701,462	)		(1,382,973	)		(5,968,787	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		263,101,783			194,590,688			2,391,220,902			827,177,086			8,654,749			3,855,421
Cost of shares redeemed		(238,788,601	)		(139,653,180	)		(2,043,460,606	)		(980,866,395	)		(3,279,458	)		(2,706,281	)
Change in net assets resulting from capital transactions		24,313,182			54,937,508			347,760,296			(153,689,309	)		5,375,291			1,149,140
Change in net assets		41,932,669			(59,177,195	)		317,211,233			(897,390,771	)		3,992,318			(4,819,647	)
NET ASSETS:
Beginning of period	$	73,769,517		$	132,946,712		$	582,647,743		$	1,480,038,514		$	2,733,869		$	7,553,516
End of period	$	115,702,186		$	73,769,517		$	899,858,976		$	582,647,743		$	6,726,187		$	2,733,869
SHARE TRANSACTIONS:
Beginning of period		5,313,966			2,864,859			12,269,213	(e)		14,389,213	(e)		74,586			58,997
Issued		17,300,000			8,850,000			57,480,000	(e)		11,970,000	(e)		375,000			71,875
Issued in-kind		—			—			—	(e)		—	(e)		—			—
Redeemed		(15,700,000	)		(6,400,893	)		(48,942,964	)(e)		(14,090,000	)(e)		(150,126	)		(56,286	)
Redemption in-kind		—			—			—	(e)		—	(e)		—			—
Shares outstanding, end of period		6,913,966			5,313,966			20,806,249	(e)		12,269,213	(e)		299,460			74,586

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(e)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 1:5 reverse stock split effective January 13, 2022.

See accompanying notes to the financial statements.

230 :: FOR THE PERIODS INDICATED :: STATEMENTS OF CHANGES IN NET ASSETS PROSHARES TRUST

	UltraShort SmallCap600						UltraShort Technology						UltraShort Utilities
	Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021			Year Ended May 31, 2022			Year Ended May 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(27,486	)	$	(44,801	)	$	(48,590	)	$	(52,912	)	$	(16,267	)	$	(19,890	)
Net realized gain (loss)		(379,198	)		(10,893,634	)		(4,057,952	)		(7,248,960	)		(1,490,063	)		(161,695	)
Change in net unrealized appreciation/depreciation		607,339			4,556,384			4,848,322			1,477,267			882,779			(539,269	)
Change in net assets resulting from operations		200,655			(6,382,051	)		741,780			(5,824,605	)		(623,551	)		(720,854	)
CAPITAL TRANSACTIONS (a):
Proceeds from shares issued		2,379,702			—			20,266,014			16,341,690			1,420,525			4,516,358
Cost of shares redeemed		(4,964	)		(1,053,066	)		(18,110,127	)		(10,507,138	)		(742,347	)		(3,320,041	)
Change in net assets resulting from capital transactions		2,374,738			(1,053,066	)		2,155,887			5,834,552			678,178			1,196,317
Change in net assets		2,575,393			(7,435,117	)		2,897,667			9,947			54,627			475,463
NET ASSETS:
Beginning of period	$	2,064,185		$	9,499,302		$	4,865,818		$	4,855,871		$	2,347,189		$	1,871,726
End of period	$	4,639,578		$	2,064,185		$	7,763,485		$	4,865,818		$	2,401,816		$	2,347,189
SHARE TRANSACTIONS:
Beginning of period		84,141			102,916			218,867	(b)		81,441	(b)		143,720			81,245
Issued		100,000			—			1,162,500	(b)		506,250	(b)		125,000			237,500
Issued in-kind		—			—			—	(b)		—	(b)		—			—
Redeemed		(195	)		(18,775	)		(975,264	)(b)		(368,824	)(b)		(50,000	)		(175,025	)
Redemption in-kind		—			—			—	(b)		—	(b)		—			—
Shares outstanding, end of period		183,946			84,141			406,103	(b)		218,867	(b)		218,720			143,720

(a)  Capital share transactions may include transaction fees associated with Creation and Redemption transactions which occurred during the period. See Note 10 to the Financial Statements.

(b)  As described in Note 13, share amounts have been restated on a retroactive basis to reflect a 1:2 reverse stock split effective January 13, 2022.

See accompanying notes to the financial statements.

PROSHARES TRUST STATEMENTS OF CHANGES IN NET ASSETS :: FOR THE PERIODS INDICATED :: 231

FINANCIAL HIGHLIGHTS

232 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Short 7-10 Year Treasury
Year ended May 31, 2022	$	24.82	$	(0.21	)	$	2.12		$	—	$	1.91		$	—		$	—	$	—		$	—		$	26.73		7.67	%		8.04	%		0.96	%		0.95	%		(0.86	)%		(0.85	)%	$	171,717		—	%
Year ended May 31, 2021		23.86		(0.23	)		1.19			—		0.96			—			—		—			—			24.82		4.04			3.77			1.10			0.95			(1.09	)		(0.94	)		89,977		—
Year ended May 31, 2020		27.27		0.17			(3.24	)		—		(3.07	)		(0.32	)		—		(0.02	)#		(0.34	)		23.86		(11.40	)		(11.28	)		1.22			0.95			0.40			0.67			15,507		—
Year ended May 31, 2019		29.07		0.32			(1.82	)		—		(1.50	)		(0.30	)		—		—			(0.30	)		27.27		(5.21	)		(5.36	)		1.04			0.95			1.00			1.09			25,228		—
Year ended May 31, 2018		28.08		0.06			0.93			—		0.99			—			—		—			—			29.07		3.53			3.75			1.05			0.95			0.11			0.21			83,576		—
Short 20+ Year Treasury
Year ended May 31, 2022		17.60		(0.14	)		2.40			—		2.26			—			—		—			—			19.86		12.81			12.33			0.90			0.90			(0.81	)		(0.81	)		675,163		—
Year ended May 31, 2021		15.53		(0.15	)		2.22			—		2.07			—			—		—			—			17.60		13.36			13.62			0.92			0.92			(0.87	)		(0.87	)		597,553		—
Year ended May 31, 2020		20.67		0.22			(5.06	)		—		(4.84	)		(0.26	)		—		(0.04	)#		(0.30	)		15.53		(23.72	)		(23.43	)		0.94			0.94			1.18			1.18			159,921		—
Year ended May 31, 2019		22.67		0.28			(2.02	)		—		(1.74	)		(0.26	)		—		—			(0.26	)		20.67		(7.75	)		(8.42	)		0.92			0.92			1.23			1.23			317,346		—
Year ended May 31, 2018		22.62		0.07			(0.02	)		—		0.05			—			—		—			—			22.67		0.23			0.57			0.91			0.91			0.30			0.30			631,426		—
Short Dow30SM
Year ended May 31, 2022		34.12		(0.29	)		0.16	(i)		—		(0.13	)		—			—		—			—			33.99		(0.39	)		(0.38	)		0.95			0.95			(0.86	)		(0.86	)		255,737		—
Year ended May 31, 2021		49.16		(0.36	)		(14.68	)		—		(15.04	)		—			—		—			—			34.12		(30.59	)		(30.65	)		0.96			0.95			(0.88	)		(0.86	)		232,824		—
Year ended May 31, 2020		57.46		0.27			(7.93	)		—		(7.66	)		(0.59	)		—		(0.05	)#		(0.64	)		49.16		(13.40	)		(13.38	)		0.99			0.95			0.47			0.51			502,585		—
Year ended May 31, 2019		59.62		0.77			(2.29	)		—		(1.52	)		(0.64	)		—		—			(0.64	)		57.46		(2.54	)		(2.55	)		0.98			0.95			1.32			1.35			268,563		—
Year ended May 31, 2018(m)		70.91		0.26			(11.47	)		—		(11.21	)		(0.08	)		—		—			(0.08	)		59.62		(15.82	)		(15.78	)		0.97			0.95			0.39			0.41			233,932		—

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 233

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Short Financials
Year ended May 31, 2022	$	12.72	$	(0.10	)	$	(0.08	)(i)	$	—	$	(0.18	)	$	—		$	—	$	—		$	—		$	12.54		(1.41	)%		(1.34	)%		1.56	%		0.95	%		(1.45	)%		(0.84	)%	$	18,494		—	%
Year ended May 31, 2021		20.49		(0.16	)		(7.61	)		—		(7.77	)		—			—		—			—			12.72		(37.93	)		(37.85	)		1.29			0.95			(1.28	)		(0.93	)		9,855		—
Year ended May 31, 2020		22.52		0.09			(1.92	)		—		(1.83	)		(0.18	)		—		(0.02	)#		(0.20	)		20.49		(8.12	)		(8.43	)		1.27			0.95			0.11			0.43			32,272		—
Year ended May 31, 2019		23.14		0.23			(0.69	)(i)		—		(0.46	)		(0.16	)		—		—			(0.16	)		22.52		(2.03	)		(1.94	)		1.27			0.95			0.68			1.01			21,956		—
Year ended May 31, 2018(n)		27.22		0.03			(4.11	)		—		(4.08	)		—			—		—			—			23.14		(14.99	)		(15.14	)		1.22			0.95			(0.15	)		0.11			19,089		—
Short FTSE China 50
Year ended May 31, 2022		14.18		(0.15	)		3.06			—		2.91			—			—		—			—			17.09		20.55			20.62			2.06			0.95			(2.00	)		(0.89	)		6,836		—
Year ended May 31, 2021		18.64		(0.14	)		(4.32	)		—		(4.46	)		—			—		—			—			14.18		(23.94	)		(24.08	)		2.34			0.95			(2.33	)		(0.94	)		2,835		—
Year ended May 31, 2020		20.20		0.05			(1.46	)		—		(1.41	)		(0.14	)		—		(0.01	)#		(0.15	)		18.64		(6.97	)		(6.84	)		1.98			0.95			(0.75	)		0.28			6,524		—
Year ended May 31, 2019		18.57		0.19			1.53			—		1.72			(0.09	)		—		—			(0.09	)		20.20		9.30			9.77			2.05			0.95			(0.15	)		0.95			8,079		—
Year ended May 31, 2018		23.07		0.02			(4.52	)		—		(4.50	)		—			—		—			—			18.57		(19.52	)		(20.01	)		2.00			0.95			(0.94	)		0.11			5,570		—
Short High Yield
Year ended May 31, 2022		18.23		(0.14	)		0.35			—		0.21			—			—		—			—			18.44		1.17			1.26			1.03			0.95			(0.87	)		(0.79	)		343,042		—
Year ended May 31, 2021		20.88		(0.18	)		(2.47	)		—		(2.65	)		—			—		—			—			18.23		(12.70	)		(12.70	)		1.05			0.95			(1.01	)		(0.91	)		54,685		—
Year ended May 31, 2020		22.17		0.10			(1.17	)		—		(1.07	)		(0.21	)		—		(0.01	)#		(0.22	)		20.88		(4.83	)		(4.81	)		1.02			0.95			0.42			0.48			119,021		—
Year ended May 31, 2019		23.25		0.24			(1.10	)		—		(0.86	)		(0.22	)		—		—			(0.22	)		22.17		(3.75	)		(3.89	)		1.00			0.95			1.00			1.05			113,047		—
Year ended May 31, 2018		23.58		0.08			(0.41	)		—		(0.33	)		—	(h)		—		—			—	(h)		23.25		(1.37	)		(1.38	)		0.99			0.95			0.29			0.33			140,683		—

See accompanying notes to the financial statements.

234 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Short MidCap400
Year ended May 31, 2022	$	24.32	$	(0.21	)	$	0.62		$	—	$	0.41		$	—		$	—	$	—		$	—		$	24.73		1.68	%		1.73	%		1.53	%		0.95	%		(1.46	)%		(0.88	)%	$	12,206		—	%
Year ended May 31, 2021		40.36		(0.30	)		(15.74	)		—		(16.04	)		—			—		—			—			24.32		(39.75	)		(39.76	)		1.22			0.95			(1.21	)		(0.94	)		12,004		—
Year ended May 31, 2020		46.08		0.09			(5.33	)		—		(5.24	)		(0.46	)		—		(0.02	)#		(0.48	)		40.36		(11.42	)		(11.51	)		1.37			0.95			(0.22	)		0.20			31,022		—
Year ended May 31, 2019		43.50		0.57			2.32	(i)		—		2.89			(0.31	)		—		—			(0.31	)		46.08		6.65			6.74			1.38			0.95			0.84			1.28			14,683		—
Year ended May 31, 2018(m)		50.02		0.09			(6.61	)		—		(6.52	)		—			—		—			—			43.50		(13.03	)		(13.16	)		1.40			0.95			(0.25	)		0.20			10,600		—
Short MSCI EAFE
Year ended May 31, 2022		18.19		(0.15	)		1.50	(i)		—		1.35			—			—		—			—			19.54		7.41			7.43			1.22			0.95			(1.06	)		(0.79	)		64,958		—
Year ended May 31, 2021		26.23		(0.21	)		(7.83	)		—		(8.04	)		—			—		—			—			18.19		(30.66	)		(30.69	)		1.28			0.95			(1.26	)		(0.93	)		9,549		—
Year ended May 31, 2020		27.52		0.11			(1.10	)		—		(0.99	)		(0.29	)		—		(0.01	)#		(0.30	)		26.23		(3.54	)		(3.55	)		1.15			0.95			0.19			0.39			45,247		—
Year ended May 31, 2019		25.74		0.32			1.64			—		1.96			(0.18	)		—		—			(0.18	)		27.52		7.62			7.72			1.12			0.95			1.00			1.16			40,588		—
Year ended May 31, 2018		27.79		0.04			(2.09	)		—		(2.05	)		—			—		—			—			25.74		(7.38	)		(7.42	)		1.22			0.95			(0.12	)		0.15			18,662		—
Short MSCI Emerging Markets
Year ended May 31, 2022		11.86		(0.11	)		2.36			—		2.25			—			—		—			—			14.11		19.04			18.97			1.19			0.95			(1.12	)		(0.87	)		43,046		—
Year ended May 31, 2021		18.52		(0.13	)		(6.53	)		—		(6.66	)		—			—		—			—			11.86		(35.98	)		(35.96	)		1.12			0.95			(1.10	)		(0.93	)		20,747		—
Year ended May 31, 2020		19.50		0.11			(0.89	)		—		(0.78	)		(0.18	)		—		(0.02	)#		(0.20	)		18.52		(3.96	)		(3.83	)		1.05			0.95			0.47			0.57			87,971		—
Year ended May 31, 2019		18.24		0.21			1.28			—		1.49			(0.23	)		—		—			(0.23	)		19.50		8.11			7.97			0.99			0.95			1.02			1.06			95,536		—
Year ended May 31, 2018		21.06		0.04			(2.86	)		—		(2.82	)		—			—		—			—			18.24		(13.39	)		(13.39	)		0.98			0.95			0.19			0.22			156,881		—

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 235

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Short QQQ
Year ended May 31, 2022	$	13.22	$	(0.10	)	$	0.14		$	—	$	0.04		$	—		$	—	$	—		$	—		$	13.26		0.35	%		0.38	%		1.00	%		0.95	%		(0.87	)%		(0.82	)%	$	1,083,760		—	%
Year ended May 31, 2021		20.33		(0.13	)		(6.98	)		—		(7.11	)		—			—		—			—			13.22		(34.99	)		(35.09	)		1.00			0.95			(0.90	)		(0.85	)		595,528		—
Year ended May 31, 2020		30.49		0.24			(10.03	)		—		(9.79	)		(0.33	)		—		(0.04	)#		(0.37	)		20.33		(32.40	)		(32.33	)		1.02			0.95			0.86			0.92			502,349		—
Year ended May 31, 2019		32.17		0.46			(1.75	)		—		(1.29	)		(0.39	)		—		—			(0.39	)		30.49		(4.03	)		(3.97	)		1.01			0.95			1.42			1.48			652,888		—
Year ended May 31, 2018		39.55		0.16			(7.49	)		—		(7.33	)		(0.05	)		—		—			(0.05	)		32.17		(18.55	)		(18.62	)		1.01			0.95			0.37			0.43			330,128		—
Short Real Estate
Year ended May 31, 2022(ii)		19.13		(0.15	)		(0.91	)		—		(1.06	)		—			—		—			—			18.07		(5.55	)		(5.34	)		1.74			0.95			(1.63	)		(0.84	)		16,259		—
Year ended May 31, 2021(ii)		26.61		(0.22	)		(7.26	)		—		(7.48	)		—			—		—			—			19.13		(28.07	)		(28.20	)		1.37			0.95			(1.35	)		(0.94	)		7,652		—
Year ended May 31, 2020(ii)		28.38		0.02			(1.53	)		—		(1.51	)		(0.24	)		—		(0.02	)#		(0.26	)		26.61		(5.31	)		(5.43	)		1.60			0.95			(0.57	)		0.08			27,274		—
Year ended May 31, 2019(ii)		32.50		0.35			(4.25	)		—		(3.90	)		(0.22	)		—		—			(0.22	)		28.38		(12.06	)		(11.88	)		1.70			0.95			0.40			1.14			8,513		—
Year ended May 31, 2018(ii)		33.53		0.04			(1.07	)		—		(1.03	)		—			—		—			—			32.50		(3.07	)		(3.19	)		1.39			0.95			(0.33	)		0.11			9,750		—
Short Russell2000
Year ended May 31, 2022		21.42		(0.18	)		2.85			—		2.67			—			—		—			—			24.09		12.47			12.62			1.00			0.95			(0.87	)		(0.82	)		453,284		—
Year ended May 31, 2021		38.01		(0.24	)		(16.35	)		—		(16.59	)		—			—		—			—			21.42		(43.66	)		(43.71	)		1.02			0.95			(0.92	)		(0.85	)		273,412		—
Year ended May 31, 2020		42.76		0.26			(4.49	)		—		(4.23	)		(0.47	)		—		(0.05	)#		(0.52	)		38.01		(9.94	)		(9.96	)		1.03			0.95			0.55			0.63			485,265		—
Year ended May 31, 2019		39.36		0.58			3.29			—		3.87			(0.47	)		—		—			(0.47	)		42.76		9.89			9.98			1.02			0.95			1.36			1.43			351,303		—
Year ended May 31, 2018		47.91		0.19			(8.67	)		—		(8.48	)		(0.07	)		—		—			(0.07	)		39.36		(17.71	)		(17.75	)		1.02			0.95			0.37			0.44			248,618		—

See accompanying notes to the financial statements.

236 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Short S&P500®
Year ended May 31, 2022	$	15.77	$	(0.11	)	$	(0.43	)	$	—	$	(0.54	)	$	—		$	—	$	—		$	—		$	15.23		(3.46	)%		(3.55	)%		0.89	%		0.89	%		(0.76	)%		(0.76	)%	$	2,350,459		—	%
Year ended May 31, 2021		22.96		(0.15	)		(7.04	)		—		(7.19	)		—			—		—			—			15.77		(31.31	)		(31.38	)		0.88			0.88			(0.77	)		(0.77	)		1,404,720		—
Year ended May 31, 2020		28.53		0.16			(5.38	)		—		(5.22	)		(0.32	)		—		(0.03	)#		(0.35	)		22.96		(18.45	)		(18.40	)		0.90			0.90			0.63			0.63			3,697,429		—
Year ended May 31, 2019		29.53		0.44			(1.06	)		—		(0.62	)		(0.38	)		—		—			(0.38	)		28.53		(2.10	)		(2.10	)		0.89			0.89			1.52			1.52			2,060,778		—
Year ended May 31, 2018		33.69		0.15			(4.25	)		—		(4.10	)		(0.06	)		—		—			(0.06	)		29.53		(12.20	)		(12.18	)		0.89			0.89			0.46			0.46			1,374,040		—
Short SmallCap600
Year ended May 31, 2022		17.35		(0.15	)		0.76			—		0.61			—			—		—			—			17.96		3.51			3.57			2.32			0.95			(2.22	)		(0.85	)		7,071		—
Year ended May 31, 2021		32.60		(0.23	)		(15.02	)		—		(15.25	)		—			—		—			—			17.35		(46.78	)		(46.75	)		1.66			0.95			(1.65	)		(0.94	)		4,662		—
Year ended May 31, 2020		34.96		—	(h)		(2.08	)		—		(2.08	)		(0.27	)		—		(0.01	)#		(0.28	)		32.60		(5.93	)		(5.96	)		2.21			0.95			(1.27	)		(0.01	)		13,651		—
Year ended May 31, 2019		31.57		0.35			3.19			—		3.54			(0.15	)		—		—			(0.15	)		34.96		11.22			11.11			2.63			0.95			(0.59	)		1.08			4,149		—
Year ended May 31, 2018		39.09		0.04			(7.56	)		—		(7.52	)		—			—		—			—			31.57		(19.25	)		(19.31	)		1.68			0.95			(0.62	)		0.11			3,747		—
Ultra 7-10 Year Treasury
Year ended May 31, 2022		67.14		(0.06	)		(11.92	)		—		(11.98	)		(0.14	)		—		—			(0.14	)		55.02		(17.88	)		(18.01	)		1.41			0.95			(0.55	)		(0.09	)		17,882		57
Year ended May 31, 2021		75.97		0.29			(8.79	)		—		(8.50	)		(0.33	)		—		—			(0.33	)		67.14		(11.23	)		(11.19	)		1.25			0.95			0.09			0.39			18,464		56
Year ended May 31, 2020		60.72		0.68			15.28			—		15.96			(0.71	)		—		—			(0.71	)		75.97		26.49			26.24			1.20			0.95			0.77			1.02			34,187		193
Year ended May 31, 2019		54.31		0.94			6.56			—		7.50			(1.09	)		—		—			(1.09	)		60.72		14.05			14.70			1.18			0.95			1.50			1.73			24,289		327
Year ended May 31, 2018		59.02		0.63			(4.76	)		—		(4.13	)		(0.58	)		—		—			(0.58	)		54.31		(7.03	)		(7.25	)		1.12			0.95			0.94			1.12			24,440		234

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 237

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																															RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Ultra 20+ Year Treasury
Year ended May 31, 2022	$	48.00	$	(0.25	)	$	(14.09	)	$	—	$	(14.34	)	$	—		$	—	$	—	$	—		$	33.66		(29.86	)%		(29.47	)%		1.11	%		0.95	%		(0.66	)%		(0.50	)%	$	36,189		58	%
Year ended May 31, 2021(u)		66.77		(0.17	)		(18.60	)		—		(18.77	)		—			—		—		—			48.00		(28.12	)		(28.26	)		1.14			0.95			(0.47	)		(0.28	)		28,797		5
Year ended May 31, 2020(u)		44.89		0.46			22.16			—		22.62			(0.74	)		—		—		(0.74	)		66.77		50.92			49.64			1.17			0.95			0.61			0.84			50,076		292
Year ended May 31, 2019(u)		38.47		0.70			6.34			—		7.04			(0.62	)		—		—		(0.62	)		44.89		18.62			20.55			1.26			0.95			1.55			1.86			31,423		264
Year ended May 31, 2018(u)		40.03		0.54			(1.59	)		—		(1.05	)		(0.51	)		—		—		(0.51	)		38.47		(2.64	)		(3.29	)		1.14			0.95			1.17			1.36			23,085		75
Ultra Basic Materials
Year ended May 31, 2022(mm)		26.79		0.16			(0.02	)		—		0.14			(0.16	)		—		—		(0.16	)		26.77		0.54			0.22			1.10			0.95			0.50			0.65			62,229		5
Year ended May 31, 2021(mm)		11.08		0.08			15.72			—		15.80			(0.09	)		—		—		(0.09	)		26.79		143.30			143.29			1.15			0.95			0.25			0.45			104,477		12
Year ended May 31, 2020(mm)		11.89		0.15			(0.77	)		—		(0.62	)		(0.19	)		—		—		(0.19	)		11.08		(5.43	)		(5.04	)		1.23			0.95			0.85			1.13			27,696		6
Year ended May 31, 2019(mm)		17.19		0.19			(5.36	)		—		(5.17	)		(0.13	)		—		—		(0.13	)		11.89		(30.15	)		(30.33	)		1.16			0.95			1.07			1.27			35,681		38
Year ended May 31, 2018(mm)		13.79		0.10			3.39			—		3.49			(0.09	)		—		—		(0.09	)		17.19		25.23			25.89			1.11			0.95			0.45			0.61			60,156		11
Ultra Consumer Goods
Year ended May 31, 2022(jj)		22.44		0.09			(1.56	)		—		(1.47	)		(0.07	)		—		—		(0.07	)		20.90		(6.57	)		(6.61	)		1.80			0.95			(0.50	)		0.35			8,362		9
Year ended May 31, 2021(jj)		10.78		0.05			11.67			—		11.72			(0.06	)		—		—		(0.06	)		22.44		109.16			108.35			1.94			0.95			(0.69	)		0.30			13,463		4
Year ended May 31, 2020(jj)		9.92		0.15			0.83			—		0.98			(0.12	)		—		—		(0.12	)		10.78		9.90			10.30			2.71			0.95			(0.45	)		1.31			5,389		23
Year ended May 31, 2019(jj)		9.85		0.18			(0.04	)(i)		—		0.14			(0.07	)		—		—		(0.07	)		9.92		1.54			1.83			2.35			0.95			0.36			1.76			6,946		3
Year ended May 31, 2018(jj)		11.32		0.13			(1.52	)		—		(1.39	)		(0.08	)		—		—		(0.08	)		9.85		(12.45	)		(13.15	)		1.71			0.95			0.36			1.12			9,846		8

See accompanying notes to the financial statements.

238 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains			Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Ultra Consumer Services
Year ended May 31, 2022(kk)	$	48.65	$	(0.16	)	$	(19.28	)	$	—	$	(19.44	)	$	—		$	—		$	—	$	—		$	29.21		(39.97	)%		(39.99	)%		1.32	%		0.95	%		(0.71	)%		(0.35	)%	$	13,874		18	%
Year ended May 31, 2021(u)(kk)		26.35		(0.16	)		22.46			—		22.30			—			—			—		—			48.65		84.62			86.48			1.40			0.95			(0.85	)		(0.40	)		31,622		5
Year ended May 31, 2020(u)(kk)		24.45		0.03			1.93			—		1.96			(0.06	)		—			—		(0.06	)		26.35		8.01			6.98			1.51			0.95			(0.45	)		0.11			18,447		37
Year ended May 31, 2019(u)(kk)		21.69		0.03			2.76			—		2.79			(0.03	)		—			—		(0.03	)		24.45		12.92			12.99			1.35			0.95			(0.30	)		0.10			22,009		9
Year ended May 31, 2018(u)(kk)		17.65		0.03			4.04			—		4.07			(0.03	)		—			—		(0.03	)		21.69		23.05			24.53			1.47			0.95			(0.38	)		0.14			23,856		8
Ultra Dow30SM
Year ended May 31, 2022		72.22		0.43			(7.05	)		—		(6.62	)		(0.25	)		—			—		(0.25	)		65.35		(9.21	)		(9.21	)		0.95			0.95			0.59			0.59			385,592		4
Year ended May 31, 2021		39.44		0.26			32.60			—		32.86			(0.08	)		—			—		(0.08	)		72.22		83.38			83.65			0.96			0.95			0.47			0.49			498,320		18
Year ended May 31, 2020		42.44		0.55			(3.17	)		—		(2.62	)		(0.38	)		—			—		(0.38	)		39.44		(6.20	)		(6.29	)		0.98			0.95			1.15			1.18			297,783		31
Year ended May 31, 2019		42.33		0.46			0.01			—		0.47			(0.36	)		—			—		(0.36	)		42.44		1.08			1.13			0.97			0.95			1.01			1.03			318,329		35
Year ended May 31, 2018(o)		31.66		0.32			10.63			—		10.95			(0.28	)		—			—		(0.28	)		42.33		34.72			34.67			0.96			0.95			0.80			0.81			421,225		6
Ultra Financials
Year ended May 31, 2022		63.67		0.22			(6.71	)		—		(6.49	)		(0.18	)		(3.10	)		—		(3.28	)		53.90		(11.16	)		(11.22	)		0.95			0.95			0.35			0.35			671,523		9
Year ended May 31, 2021		29.48		0.17			34.21			—		34.38			(0.19	)		—			—		(0.19	)		63.67		117.16			117.29			0.95			0.95			0.40			0.40			923,717		7
Year ended May 31, 2020		40.74		0.45			(11.19	)		—		(10.74	)		(0.52	)		—			—		(0.52	)		29.48		(26.67	)		(26.57	)		0.97			0.95			1.02			1.04			448,299		21
Year ended May 31, 2019		41.06		0.43			(0.30	)		—		0.13			(0.45	)		—			—		(0.45	)		40.74		0.42			0.40			0.95			0.95			1.05			1.06			735,704		10
Year ended May 31, 2018(o)		31.67		0.34			9.31			—		9.65			(0.26	)		—			—		(0.26	)		41.06		30.49			30.49			0.95			0.95			0.86			0.86			883,120		3

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 239

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains			Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Ultra FTSE China 50
Year ended May 31, 2022	$	70.23	$	(0.44	)	$	(40.01	)	$	—	$	(40.45	)	$	—		$	—		$	—	$	—		$	29.78		(57.59	)%		(57.66	)%		1.49	%		0.95	%		(1.47	)%		(0.93	)%	$	10,424		—	%
Year ended May 31, 2021		50.40		(0.66	)		20.49			—		19.83			—			—			—		—			70.23		39.33			39.60			1.19			0.95			(1.18	)		(0.95	)		28,091		—
Year ended May 31, 2020		58.75		0.09			(5.94	)		—		(5.85	)		(2.50	)		—			—		(2.50	)		50.40		(10.42	)		(10.64	)		1.95			0.95			(0.86	)		0.15			20,162		—
Year ended May 31, 2019		82.45		0.47			(23.25	)		—		(22.78	)		(0.18	)		(0.74	)		—		(0.92	)		58.75		(27.63	)		(27.37	)		1.19			0.95			0.47			0.70			38,189		—
Year ended May 31, 2018		61.80		(0.24	)		20.89			—		20.65			—			—			—		—			82.45		33.41			32.72			1.11			0.95			(0.46	)		(0.30	)		43,285		—
Ultra FTSE Europe
Year ended May 31, 2022		69.86		(0.59	)		(16.34	)		—		(16.93	)		—			—			—		—			52.93		(24.25	)		(24.74	)		2.61			0.95			(2.56	)		(0.90	)		3,969		—
Year ended May 31, 2021		35.00		(0.47	)		35.33			—		34.86			—			—			—		—			69.86		99.64			100.63			2.94			0.95			(2.93	)		(0.95	)		5,239		—
Year ended May 31, 2020		43.65		0.09			(8.46	)		—		(8.37	)		(0.28	)		—			—		(0.28	)		35.00		(19.36	)		(18.74	)		2.33			0.95			(1.18	)		0.20			3,500		—
Year ended May 31, 2019		55.05		0.28			(10.16	)		—		(9.88	)		(0.13	)		(1.39	)		—		(1.52	)		43.65		(17.51	)		(18.68	)		1.77			0.95			(0.24	)		0.58			5,456		—
Year ended May 31, 2018		51.03		(0.09	)		4.11			—		4.02			—			—			—		—			55.05		7.88			9.22			1.37			0.95			(0.58	)		(0.16	)		11,010		—
Ultra Health Care
Year ended May 31, 2022		88.41		0.23			3.95			—		4.18			(0.16	)		—			—		(0.16	)		92.43		4.70			4.60			1.02			0.95			0.17			0.24			117,843		12
Year ended May 31, 2021(z)		61.51		0.12			26.86			—		26.98			(0.08	)		—			—		(0.08	)		88.41		43.89			43.81			1.04			0.95			0.07			0.17			130,405		4
Year ended May 31, 2020(z)		46.34		0.35			15.01			—		15.36			(0.19	)		—			—		(0.19	)		61.51		33.26			33.58			1.08			0.95			0.50			0.63			110,716		21
Year ended May 31, 2019(z)		43.63		0.29			2.59	(i)		—		2.88			(0.17	)		—			—		(0.17	)		46.34		6.58			6.48			1.05			0.95			0.47			0.57			99,639		11
Year ended May 31, 2018(z)		36.46		0.17			7.08			—		7.25			(0.08	)		—			—		(0.08	)		43.63		19.90			20.43			1.06			0.95			0.29			0.40			89,443		6

See accompanying notes to the financial statements.

240 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains			Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Ultra High Yield
Year ended May 31, 2022	$	75.77	$	(0.71	)	$	(7.39	)	$	—	$	(8.10	)	$	—		$	(0.25	)	$	—	$	(0.25	)	$	67.42		(10.74	)%		(10.63	)%		1.17	%		0.95	%		(1.15	)%		(0.93	)%	$	20,227		—	%
Year ended May 31, 2021		64.18		(0.63	)		14.17			—		13.54			(1.95	)		—			—		(1.95	)		75.77		21.27			21.30			1.95			0.97			(1.84	)		(0.86	)		28,414		—
Year ended May 31, 2020		66.69		1.16			(0.95	)		—		0.21			(2.72	)		—			—		(2.72	)		64.18		0.03			0.34			2.86			1.04			(0.13	)		1.70			4,813		—
Year ended May 31, 2019		63.95		1.93			2.74			—		4.67			(1.93	)		—			—		(1.93	)		66.69		7.47			7.79			5.64			0.95			(1.74	)		2.95			3,334		1
Year ended May 31, 2018		65.06		1.82			(1.11	)		—		0.71			(1.82	)		—			—		(1.82	)		63.95		1.09			1.58			5.35			0.95			(1.61	)		2.79			3,198		—
Ultra Industrials
Year ended May 31, 2022		33.02		0.01			(9.17	)		—		(9.16	)		(0.01	)		—			—		(0.01	)		23.85		(27.77	)		(27.70	)		1.32			0.95			(0.33	)		0.05			16,694		9
Year ended May 31, 2021(dd)		14.84		0.02			18.20			—		18.22			(0.04	)		—			—		(0.04	)		33.02		123.00			122.38			1.55			0.95			(0.53	)		0.07			40,451		3
Year ended May 31, 2020(dd)		17.09		0.14			(2.26	)		—		(2.12	)		(0.13	)		—			—		(0.13	)		14.84		(12.47	)		(12.37	)		1.61			0.95			0.09			0.74			14,838		31
Year ended May 31, 2019(dd)		17.59		0.12			(0.53	)		—		(0.41	)		(0.09	)		—			—		(0.09	)		17.09		(2.29	)		(2.20	)		1.43			0.95			0.21			0.70			18,804		5
Year ended May 31, 2018(dd)		14.16		0.07			3.40			—		3.47			(0.04	)		—			—		(0.04	)		17.59		24.50			24.44			1.40			0.95			(0.03	)		0.43			26,392		6
Ultra MidCap400
Year ended May 31, 2022		65.80		0.18			(11.82	)		—		(11.64	)		(0.13	)		—			—		(0.13	)		54.03		(17.73	)		(17.75	)		0.99			0.95			0.24			0.28			122,914		52
Year ended May 31, 2021		28.58		0.06			37.24			—		37.30			(0.08	)		—			—		(0.08	)		65.80		130.66			130.86			1.06			0.95			0.04			0.15			189,162		18
Year ended May 31, 2020		35.41		0.26			(6.77	)		—		(6.51	)		(0.32	)		—			—		(0.32	)		28.58		(18.51	)		(18.50	)		1.06			0.95			0.58			0.69			105,036		73
Year ended May 31, 2019		42.46		0.22			(7.07	)		—		(6.85	)		(0.20	)		—			—		(0.20	)		35.41		(16.13	)		(16.26	)		1.04			0.95			0.47			0.56			130,137		31
Year ended May 31, 2018(o)		33.70		0.15			8.71			—		8.86			(0.10	)		—			—		(0.10	)		42.46		26.30			26.46			1.02			0.95			0.32			0.39			153,913		42

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 241

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																															RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Ultra MSCI Brazil Capped
Year ended May 31, 2022	$	37.27	$	(0.27	)	$	(4.27	)	$	—	$	(4.54	)	$	—		$	—	$	—	$	—		$	32.73		(12.21	)%		(11.88	)%		2.22	%		0.95	%		(2.17	)%		(0.90	)%	$	9,543		—	%
Year ended May 31, 2021		20.23		(0.27	)		17.31			—		17.04			—			—		—		—			37.27		84.28			85.11			2.00			0.95			(2.00	)		(0.95	)		7,140		—
Year ended May 31, 2020		70.62		0.06			(50.07	)		—		(50.01	)		(0.38	)		—		—		(0.38	)		20.23		(71.21	)		(71.30	)		2.10			0.96			(1.03	)		0.10			4,886		—
Year ended May 31, 2019		57.70		0.33			12.77			—		13.10			(0.18	)		—		—		(0.18	)		70.62		22.70			21.48			1.70			0.95			(0.22	)		0.53			8,231		—
Year ended May 31, 2018		59.23		(0.07	)		(1.46	)		—		(1.53	)		—			—		—		—			57.70		(2.59	)		(1.67	)		1.26			0.95			(0.40	)		(0.09	)		9,611		—
Ultra MSCI EAFE
Year ended May 31, 2022		52.83		(0.45	)		(12.10	)		—		(12.55	)		—			—		—		—			40.28		(23.76	)		(23.48	)		1.68			0.95			(1.64	)		(0.91	)		9,064		—
Year ended May 31, 2021		28.74		(0.39	)		24.48			—		24.09			—			—		—		—			52.83		83.86			82.35			1.56			0.95			(1.56	)		(0.95	)		13,208		—
Year ended May 31, 2020		34.62		0.01			(5.77	)		—		(5.76	)		(0.12	)		—		—		(0.12	)		28.74		(16.71	)		(16.08	)		2.22			0.95			(1.23	)		0.04			3,592		—
Year ended May 31, 2019		41.92		0.15			(7.38	)		—		(7.23	)		(0.07	)		—		—		(0.07	)		34.62		(17.25	)		(17.54	)		1.72			0.95			(0.37	)		0.41			6,058		—
Year ended May 31, 2018(o)		37.71		(0.09	)		4.30			—		4.21			—			—		—		—			41.92		11.17			11.29			1.35			0.95			(0.62	)		(0.22	)		11,528		—
Ultra MSCI Emerging Markets
Year ended May 31, 2022		105.83		(0.80	)		(42.13	)		—		(42.93	)		—			—		—		—			62.90		(40.57	)		(40.56	)		1.09			0.95			(1.05	)		(0.90	)		26,731		—
Year ended May 31, 2021		51.04		(0.87	)		55.66			—		54.79			—			—		—		—			105.83		107.34			107.36			1.09			0.95			(1.08	)		(0.95	)		92,605		—
Year ended May 31, 2020		65.46		0.22			(13.61	)		—		(13.39	)		(1.03	)		—		—		(1.03	)		51.04		(20.88	)		(20.89	)		1.39			0.95			(0.10	)		0.34			12,761		—
Year ended May 31, 2019		85.50		0.63			(20.46	)		—		(19.83	)		(0.21	)		—		—		(0.21	)		65.46		(23.20	)		(23.21	)		1.13			0.95			0.69			0.87			36,005		—
Year ended May 31, 2018		70.55		(0.11	)		15.06			—		14.95			—			—		—		—			85.50		21.20			21.43			1.06			0.95			(0.23	)		(0.13	)		51,299		—

See accompanying notes to the financial statements.

242 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																	RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS														TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains			Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Ultra MSCI Japan
Year ended May 31, 2022	$	47.18	$	(0.33	)	$	(13.94	)	$	—	$	(14.27	)	$	—		$	—		$	—		$	—		$	32.91		(30.24	)%		(30.26	)%		2.25	%		0.96	%		(2.05	)%		(0.76	)%	$	5,760		579	%
Year ended May 31, 2021		31.35		(0.39	)		16.22			—		15.83			—			—			—			—			47.18		50.48			50.81			2.34			0.95			(2.34	)		(0.95	)		5,897		—
Year ended May 31, 2020		30.01		(0.09	)		1.48			—		1.39			(0.04	)		—			(0.01	)		(0.05	)		31.35		4.61			4.49			2.33			0.95			(1.66	)		(0.28	)		3,919		—
Year ended May 31, 2019		41.94		0.14			(10.73	)		—		(10.59	)		(0.06	)		(1.28	)		—			(1.34	)		30.01		(25.03	)		(25.04	)		4.18			0.95			(2.82	)		0.41			5,251		—
Year ended May 31, 2018(o)		34.24		(0.10	)		7.80			—		7.70			—			—			—			—			41.94		22.51			22.82			1.42			0.95			(0.71	)		(0.25	)		9,437		—
Ultra Nasdaq Biotechnology
Year ended May 31, 2022		84.53		(0.23	)		(36.26	)		—		(36.49	)		—			—			—			—			48.04		(43.17	)		(43.05	)		1.08			0.95			(0.41	)		(0.28	)		93,685		27
Year ended May 31, 2021		70.76		(0.36	)		14.13			—		13.77			—			—			—			—			84.53		19.46			19.50			1.08			0.95			(0.58	)		(0.45	)		287,388		27
Year ended May 31, 2020		43.67		(0.09	)		27.18			—		27.09			—			—			—			—			70.76		62.03			61.87			1.10			0.95			(0.31	)		(0.17	)		183,980		37
Year ended May 31, 2019		55.88		(0.13	)		(12.08	)		—		(12.21	)		—			—			—			—			43.67		(21.85	)		(21.82	)		1.06			0.95			(0.35	)		(0.24	)		207,454		31
Year ended May 31, 2018		45.61		(0.21	)		10.48			—		10.27			—			—			—			—			55.88		22.54			22.71			1.04			0.95			(0.46	)		(0.37	)		363,252		25
Ultra Nasdaq Cloud Computing
Year ended May 31, 2022		39.18		(0.16	)		(20.72	)		—		(20.88	)		—			—			—			—			18.30		(53.30	)		(53.81	)		3.49			0.95			(2.96	)		(0.43	)		1,830		74
January 19, 2021* through May 31, 2021		40.00		(0.09	)		(0.73	)(i)		—		(0.82	)		—			—			—			—			39.18		(2.04	)		(0.95	)		3.85			0.95			(3.47	)		(0.57	)		1,959		6

*  Commencement of investment operations.

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 243

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains			Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Ultra Nasdaq Cybersecurity
Year ended May 31, 2022	$	37.53	$	(0.41	)	$	(5.77	)	$	—	$	(6.18	)	$	—		$	(0.24	)	$	—	$	(0.24	)	$	31.11		(16.75	)%		(16.09	)%		2.07	%		0.95	%		(2.01	)%		(0.89	)%	$	2,333		—	%
January 19, 2021* through May 31, 2021		40.00		(0.13	)		(2.34	)		—		(2.47	)		—			—			—		—			37.53		(6.15	)		(6.40	)		3.52			0.95			(3.52	)		(0.95	)		2,815		—
Ultra Oil & Gas
Year ended May 31, 2022(mm)		16.69		0.43			27.11			—		27.54			(0.52	)		—			—		(0.52	)		43.71		168.23			167.93			0.99			0.95			1.95			1.99			218,701		31
Year ended May 31, 2021 (ee)(mm)		10.00		0.31			6.71			—		7.02			(0.33	)		—			—		(0.33	)		16.69		73.14			72.84			1.03			0.95			2.84			2.92			211,207		24
Year ended May 31, 2020 (s)(ee)(mm)		29.90		0.62			(19.79	)		—		(19.17	)		(0.73	)		—			—		(0.73	)		10.00		(65.49	)		(65.44	)		1.14			0.95			3.27			3.47			116,476		4
Year ended May 31, 2019 (s)(ee)(mm)		54.14		0.70			(24.23	)		—		(23.53	)		(0.71	)		—			—		(0.71	)		29.90		(43.83	)		(43.77	)		1.07			0.95			1.53			1.65			71,168		14
Year ended May 31, 2018 (s)(ee)(mm)		40.22		0.85			13.94			—		14.79			(0.87	)		—			—		(0.87	)		54.14		37.30			37.33			1.04			0.95			1.83			1.92			126,699		14
Ultra QQQ
Year ended May 31, 2022		63.62		(0.22	)		(12.72	)		—		(12.94	)		—			—			—		—			50.68		(20.35	)		(20.44	)		0.98			0.95			(0.33	)		(0.30	)		3,679,324		54
Year ended May 31, 2021(u)(ee)		32.93		(0.17	)		30.86			—		30.69			—			—			—		—			63.62		93.20			93.78			0.97			0.95			(0.35	)		(0.33	)		4,294,521		8
Year ended May 31, 2020(u)(ee)		20.83		—			12.13			—		12.13			(0.03	)		—			—		(0.03	)		32.93		58.25			58.04			0.99			0.95			(0.04	)		0.01			2,371,112		33
Year ended May 31, 2019(u)(ee)		21.23		0.03			(0.40	)		—		(0.37	)		(0.03	)		—			—		(0.03	)		20.83		(1.74	)		(1.92	)		0.99			0.95			0.10			0.13			1,691,571		7
Year ended May 31, 2018 (l)(u)(ee)		15.19		(0.01	)		6.05			—		6.04			—	(h)		—			—		—	(h)		21.23		39.75			39.85			0.99			0.95			(0.07	)		(0.03	)		1,783,133		2

*  Commencement of investment operations.

See accompanying notes to the financial statements.

244 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																															RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Ultra Real Estate
Year ended May 31, 2022	$	84.64	$	0.63		$	(1.66	)	$	—	$	(1.03	)	$	(0.68	)	$	—	$	—	$	(0.68	)	$	82.93		(1.39	)%		(1.59	)%		1.04	%		0.95	%		0.56	%		0.65	%	$	102,313		10	%
Year ended May 31, 2021		51.66		0.56			32.86			—		33.42			(0.44	)		—		—		(0.44	)		84.64		65.16			65.51			1.07			0.95			0.77			0.89			117,124		6
Year ended May 31, 2020		75.11		1.16			(23.52	)		—		(22.36	)		(1.09	)		—		—		(1.09	)		51.66		(30.18	)		(30.15	)		1.06			0.95			1.40			1.51			76,646		41
Year ended May 31, 2019		61.06		1.26			13.65			—		14.91			(0.86	)		—		—		(0.86	)		75.11		24.82			24.75			1.04			0.95			1.79			1.88			137,733		6
Year ended May 31, 2018(l)		60.63		1.06			(0.01	)(i)		—		1.05			(0.62	)		—		—		(0.62	)		61.06		1.68			1.64			1.03			0.95			1.63			1.71			131,803		4
Ultra Russell2000
Year ended May 31, 2022		57.80		(0.03	)		(20.67	)		—		(20.70	)		—			—		—		—			37.10		(35.82	)		(35.93	)		1.31			0.95			(0.42	)		(0.06	)		181,770		47
Year ended May 31, 2021(ee)		23.09		(0.11	)		34.83			—		34.72			(0.01	)		—		—		(0.01	)		57.80		150.40			151.15			1.15			0.95			(0.44	)		(0.24	)		742,689		20
Year ended May 31, 2020(ee)		30.32		0.16			(7.18	)		—		(7.02	)		(0.21	)		—		—		(0.21	)		23.09		(23.32	)		(23.49	)		1.24			0.95			0.21			0.51			124,664		73
Year ended May 31, 2019(ee)		39.40		0.16			(9.11	)		—		(8.95	)		(0.13	)		—		—		(0.13	)		30.32		(22.70	)		(22.78	)		1.25			0.95			0.14			0.44			160,681		41
Year ended May 31, 2018(l)(ee)		28.24		0.06			11.14			—		11.20			(0.04	)		—		—		(0.04	)		39.40		39.66			39.78			1.37			0.95			(0.24	)		0.18			263,967		15
Ultra S&P500®
Year ended May 31, 2022(kk)		57.13		0.20			(3.32	)		—		(3.12	)		(0.13	)		—		—		(0.13	)		53.88		(5.49	)		(5.53	)		0.89			0.89			0.31			0.32			3,424,199		19
Year ended May 31, 2021(u)(kk)		30.42		0.16			26.63			—		26.79			(0.08	)		—		—		(0.08	)		57.13		88.11			88.62			0.89			0.89			0.38			0.38			3,827,456		3
Year ended May 31, 2020(u)(kk)		27.69		0.28			2.63			—		2.91			(0.18	)		—		—		(0.18	)		30.42		10.56			10.46			0.91			0.91			0.88			0.88			2,165,829		46
Year ended May 31, 2019(u)(kk)		27.60		0.25			0.03	(i)		—		0.28			(0.19	)		—		—		(0.19	)		27.69		1.04			1.00			0.90			0.90			0.87			0.87			2,215,265		5
Year ended May 31, 2018(u)(kk)		22.15		0.19			5.38			—		5.57			(0.12	)		—		—		(0.12	)		27.60		25.17			25.13			0.90			0.90			0.72			0.72			2,340,284		3

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 245

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																															RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Ultra Semiconductors
Year ended May 31, 2022	$	31.37	$	(0.03	)	$	(3.05	)	$	—	$	(3.08	)	$	—		$	—	$	—	$	—		$	28.29		(9.81	)%		(9.79	)%		0.97	%		0.95	%		(0.09	)%		(0.07	)%	$	247,580		83	%
Year ended May 31, 2021(dd)		13.86		—	(h)		17.53			—		17.53			(0.02	)		—		—		(0.02	)		31.37		126.56			127.69			1.01			0.95			(0.07	)		(0.01	)		253,317		11
Year ended May 31, 2020(dd)		8.19		0.10			5.68			—		5.78			(0.11	)		—		—		(0.11	)		13.86		70.79			69.70			1.11			0.95			0.63			0.80			77,624		58
Year ended May 31, 2019(dd)		12.28		0.10			(4.11	)		—		(4.01	)		(0.08	)		—		—		(0.08	)		8.19		(32.72	)		(32.67	)		1.13			0.95			0.84			1.02			38,511		38
Year ended May 31, 2018(o)(dd)		7.50		0.06			4.76			—		4.82			(0.04	)		—		—		(0.04	)		12.28		64.38			64.91			1.09			0.95			0.51			0.65			79,845		18
Ultra SmallCap600
Year ended May 31, 2022		31.80		0.02			(6.96	)		—		(6.94	)		—			—		—		—			24.86		(21.84	)		(21.78	)		1.29			0.95			(0.26	)		0.08			32,935		27
Year ended May 31, 2021(ff)		11.58		(0.02	)		20.25			—		20.23			(0.01	)		—		—		(0.01	)		31.80		174.63			173.87			1.35			0.95			(0.51	)		(0.11	)		46,109		17
Year ended May 31, 2020(ff)		16.91		0.10			(5.36	)		—		(5.26	)		(0.07	)		—		—		(0.07	)		11.58		(31.26	)		(30.98	)		1.59			0.95			(0.08	)		0.56			14,478		53
Year ended May 31, 2019(ff)		22.73		0.09			(5.86	)		—		(5.77	)		(0.05	)		—		—		(0.05	)		16.91		(25.36	)		(25.80	)		1.35			0.95			0.02			0.42			23,249		18
Year ended May 31, 2018(ff)		15.82		0.01			6.90			—		6.91			—			—		—		—			22.73		43.68			44.31			1.53			0.95			(0.50	)		0.08			28,407		17
Ultra Technology
Year ended May 31, 2022(kk)		41.71		(0.22	)		(6.52	)		—		(6.74	)		—			—		—		—			34.97		(16.16	)		(16.21	)		0.95			0.95			(0.43	)		(0.43	)		539,380		41
Year ended May 31, 2021(v)(kk)		20.68		(0.13	)		21.16			—		21.03			—			—		—		—			41.71		101.68			102.46			0.95			0.95			(0.40	)		(0.40	)		763,229		7
Year ended May 31, 2020(v)(kk)		12.73		0.03			7.96			—		7.99			(0.04	)		—		—		(0.04	)		20.68		62.84			62.48			0.99			0.95			0.13			0.16			417,738		31
Year ended May 31, 2019(v)(kk)		13.15		0.03			(0.41	)		—		(0.38	)		(0.04	)		—		—		(0.04	)		12.73		(2.92	)		(3.09	)		0.99			0.95			0.21			0.25			300,442		14
Year ended May 31, 2018(l)(v)(kk)		8.69		0.02			4.45			—		4.47			(0.01	)		—		—		(0.01	)		13.15		51.57			51.56			1.00			0.95			0.12			0.17			342,018		5

See accompanying notes to the financial statements.

246 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																														RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS												DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)		Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
Ultra Telecommunications
Year ended May 31, 2022	$	47.81	$	0.59	$	(8.40	)	$	—	$	(7.81	)	$	(0.70	)	$	—	$	—	$	(0.70	)	$	39.30		(16.64	)%		(16.77	)%		5.55	%		0.95	%		(3.37	)%		1.23	%	$	1,965		34	%
Year ended May 31, 2021		34.38		0.53		13.40			—		13.93			(0.50	)		—		—		(0.50	)		47.81		41.06			41.47			8.63			0.95			(6.37	)		1.31			2,391		18
Year ended May 31, 2020		36.53		0.60		(2.33	)		—		(1.73	)		(0.42	)		—		—		(0.42	)		34.38		(4.66	)		(5.08	)		9.92			0.95			(7.40	)		1.57			859		29
Year ended May 31, 2019		35.66		0.66		0.91			—		1.57			(0.70	)		—		—		(0.70	)		36.53		4.67			(0.19	)		7.94			0.95			(5.29	)		1.70			913		221
Year ended May 31, 2018		52.69		0.52		(16.91	)		—		(16.39	)		(0.64	)		—		—		(0.64	)		35.66		(31.38	)		(27.70	)		3.82			0.95			(1.70	)		1.16			2,674		106
Ultra Utilities
Year ended May 31, 2022		61.06		1.16		18.30			—		19.46			(0.92	)		—		—		(0.92	)		79.60		32.18			31.65			1.36			0.95			1.29			1.70			23,880		20
Year ended May 31, 2021		51.05		0.72		9.69			—		10.41			(0.40	)		—		—		(0.40	)		61.06		20.47			20.81			1.91			0.95			0.37			1.32			13,737		3
Year ended May 31, 2020		56.78		1.06		(5.98	)		—		(4.92	)		(0.81	)		—		—		(0.81	)		51.05		(8.74	)		(8.51	)		1.41			0.95			1.21			1.67			15,315		13
Year ended May 31, 2019		44.68		0.94		11.97			—		12.91			(0.81	)		—		—		(0.81	)		56.78		29.38			29.52			1.65			0.95			1.14			1.85			17,035		5
Year ended May 31, 2018		47.88		0.85		(3.33	)		—		(2.48	)		(0.72	)		—		—		(0.72	)		44.68		(5.22	)		(6.99	)		1.51			0.95			1.26			1.82			12,286		25
UltraPro Dow30SM
Year ended May 31, 2022		73.42		0.38		(12.38	)		—		(12.00	)		(0.21	)		—		—		(0.21	)		61.21		(16.40	)		(16.40	)		0.95			0.95			0.51			0.51			691,723		36
Year ended May 31, 2021(ee)		30.92		0.23		42.39			—		42.62			(0.12	)		—		—		(0.12	)		73.42		137.92			138.58			0.95			0.95			0.50			0.50			958,086		15
Year ended May 31, 2020(ee)		42.05		0.44		(11.26	)(i)		—		(10.82	)		(0.31	)		—		—		(0.31	)		30.92		(25.94	)		(25.95	)		0.98			0.95			1.04			1.07			705,052		61
Year ended May 31, 2019(ee)		43.35		0.48		(1.48	)(i)		—		(1.00	)		(0.30	)		—		—		(0.30	)		42.05		(2.33	)		(2.46	)		0.96			0.95			1.02			1.04			407,844		2
Year ended May 31, 2018(l)(ee)		28.73		0.31		14.43			—		14.74			(0.12	)		—		—		(0.12	)		43.35		51.32			51.32			0.96			0.95			0.71			0.72			576,616		1

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 247

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																															RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS												TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital		Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
UltraPro MidCap400
Year ended May 31, 2022	$	32.13	$	0.01		$	(9.62	)	$	—	$	(9.61	)	$	(0.03	)	$	—	$	—	$	(0.03	)	$	22.49		(29.95	)%		(30.05	)%		1.32	%		0.95	%		(0.33	)%		0.03	%	$	29,799		96	%
Year ended May 31, 2021(ff)		9.86		(0.03	)		22.30			—		22.27			—	(h)		—		—		—	(h)		32.13		226.00			225.64			1.23			0.95			(0.42	)		(0.14	)		61,859		19
Year ended May 31, 2020(ff)		17.42		0.10			(7.57	)		—		(7.47	)		(0.09	)		—		—		(0.09	)		9.86		(43.06	)		(43.03	)		1.61			0.95			(0.08	)		0.58			20,948		51
Year ended May 31, 2019(ff)		23.84		0.12			(6.48	)		—		(6.36	)		(0.06	)		—		—		(0.06	)		17.42		(26.64	)		(28.43	)		1.32			0.95			0.19			0.56			19,593		41
Year ended May 31, 2018(ff)		17.29		0.03			6.52			—		6.55			—			—		—		—			23.84		37.87			41.22			1.28			0.95			(0.19	)		0.14			35,754		16
UltraPro QQQ
Year ended May 31, 2022(kk)		51.15		(0.14	)		(17.98	)		—		(18.12	)		—	(h)		—		—		—	(h)		33.03		(35.44	)		(35.57	)		0.98			0.86			(0.35	)		(0.23	)		13,697,179		127
Year ended May 31, 2021(z)(kk)		20.71		(0.15	)		30.59			—		30.44			—			—		—		—			51.15		147.00			147.89			1.01			0.95			(0.46	)		(0.39	)		12,061,878		10
Year ended May 31, 2020(z)(kk)		12.55		—	(h)		8.17			—		8.17			(0.01	)		—		—		(0.01	)		20.71		65.11			64.87			0.98			0.95			(0.06	)		(0.03	)		5,831,873		53
Year ended May 31, 2019(z)(kk)		13.94		0.03			(1.40	)		—		(1.37	)		(0.02	)		—		—		(0.02	)		12.55		(9.85	)		(10.01	)		0.98			0.95			0.22			0.25			3,189,760		15
Year ended May 31, 2018 (o)(z)(kk)		8.84		(0.01	)		5.11			—		5.10			—			—		—		—			13.94		57.64			57.84			0.98			0.95			(0.15	)		(0.12	)		3,448,958		2
UltraPro Russell2000
Year ended May 31, 2022		110.95		(0.07	)		(58.47	)		—		(58.54	)		—			—		—		—			52.41		(52.76	)		(52.92	)		1.29			0.95			(0.42	)		(0.08	)		259,439		60
Year ended May 31, 2021		30.83		(0.18	)		80.30			—		80.12			—	(h)		—		—		—	(h)		110.95		259.95			261.40			1.26			0.95			(0.58	)		(0.27	)		410,520		43
Year ended May 31, 2020		60.84		0.21			(30.10	)(i)		—		(29.89	)		(0.12	)		—		—		(0.12	)		30.83		(49.27	)		(49.46	)		1.99			0.95			(0.61	)		0.43			184,956		68
Year ended May 31, 2019		95.44		0.29			(34.72	)		—		(34.43	)		(0.17	)		—		—		(0.17	)		60.84		(36.03	)		(36.02	)		1.56			0.95			(0.26	)		0.35			76,056		24
Year ended May 31, 2018(l)		59.65		—	(h)		35.79			—		35.79			—			—		—		—			95.44		59.98			60.17			1.53			0.95			(0.58	)		—	(j)		152,699		14

See accompanying notes to the financial statements.

248 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
UltraPro S&P500®
Year ended May 31, 2022(kk)	$	53.12	$	0.11		$	(6.76	)	$	—	$	(6.65	)	$	(0.07	)	$	—	$	—		$	(0.07	)	$	46.40		(12.57	)%		(12.58	)%		0.91	%		0.91	%		0.18	%		0.18	%	$	2,573,073		66	%
Year ended May 31, 2021(kk)		21.53		0.04			31.58			—		31.62			(0.03	)		—		—			(0.03	)		53.12		146.97			147.74			0.91			0.91			0.12			0.12			2,395,903		4
Year ended May 31, 2020(kk)		22.37		0.20			(0.91	)(i)		—		(0.71	)		(0.13	)		—		—			(0.13	)		21.53		(3.23	)		(3.33	)		0.93			0.93			0.76			0.76			1,373,394		69
Year ended May 31, 2019(kk)		23.16		0.21			(0.86	)(i)		—		(0.65	)		(0.14	)		—		—			(0.14	)		22.37		(2.77	)		(2.89	)		0.92			0.92			0.87			0.87			1,105,011		15
Year ended May 31, 2018 (o)(kk)		17.06		0.09			6.03			—		6.12			(0.02	)		—		—			(0.02	)		23.16		35.82			35.93			0.92			0.92			0.43			0.43			1,445,225		3
UltraPro Short 20+ Year Treasury
Year ended May 31, 2022		41.80		(0.30	)		15.05			—		14.75			—			—		—			—			56.55		35.27			34.06			0.95			0.95			(0.79	)		(0.79	)		403,941		—
Year ended May 31, 2021		29.62		(0.34	)		12.52			—		12.18			—			—		—			—			41.80		41.13			41.82			1.07			0.95			(1.06	)		(0.94	)		89,601		—
Year ended May 31, 2020(t)		78.88		0.71			(48.91	)		—		(48.20	)		(0.97	)		—		(0.09	)#		(1.06	)		29.62		(61.79	)		(61.45	)		1.15			0.95			1.11			1.31			23,505		—
Year ended May 31, 2019(t)		106.43		0.94			(27.77	)		—		(26.83	)		(0.72	)		—		—			(0.72	)		78.88		(25.37	)		(27.02	)		1.00			0.95			0.82			0.87			36,975		—
Year ended May 31, 2018(t)		109.74		0.17			(3.48	)		—		(3.31	)		—			—		—			—			106.43		(3.02	)		(1.89	)		0.98			0.95			0.13			0.16			95,117		—
UltraPro Short Dow30SM
Year ended May 31, 2022		33.13		(0.26	)		(1.87	)		—		(2.13	)		—			—		—			—			31.00		(6.45	)		(6.47	)		0.95			0.95			(0.87	)		(0.87	)		351,588		—
Year ended May 31, 2021(gg)		107.42		(0.46	)		(73.83	)		—		(74.29	)		—			—		—			—			33.13		(69.16	)		(69.27	)		0.96			0.95			(0.81	)		(0.79	)		359,346		—
Year ended May 31, 2020(gg)		246.00		0.86			(136.56	)		—		(135.70	)		(2.60	)		—		(0.28	)#		(2.88	)		107.42		(55.65	)		(55.55	)		0.99			0.95			0.50			0.54			815,975		—
Year ended May 31, 2019 (q)(gg)		296.19		4.43			(50.66	)		—		(46.23	)		(3.96	)		—		—			(3.96	)		246.00		(15.73	)		(15.64	)		0.98			0.95			1.77			1.81			254,249		—
Year ended May 31, 2018 (q)(gg)		526.84		2.54			(232.39	)		—		(229.85	)		(0.80	)		—		—			(0.80	)		296.19		(43.63	)		(43.65	)		1.00			0.95			0.65			0.70			177,459		—

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 249

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
UltraPro Short MidCap400
Year ended May 31, 2022	$	26.87	$	(0.22	)	$	(1.41	)	$	—	$	(1.63	)	$	—		$	—	$	—		$	—		$	25.24		(6.05	)%		(6.07	)%		2.11	%		0.95	%		(2.04	)%		(0.88	)%	$	7,539		—	%
Year ended May 31, 2021 (aa)(gg)		139.56		(0.63	)		(112.06	)		—		(112.69	)		—			—		—			—			26.87		(80.75	)		(80.78	)		1.67			0.95			(1.66	)		(0.94	)		4,002		—
Year ended May 31, 2020 (t)(aa)(gg)		315.61		(0.56	)		(173.22	)		—		(173.78	)		(2.19	)		—		(0.08	)#		(2.27	)		139.56		(55.37	)		(55.36	)		2.31			0.95			(1.61	)		(0.24	)		14,686		—
Year ended May 31, 2019 (t)(aa)(gg)		288.41		3.09			25.25	(i)		—		28.34			(1.14	)		—		—			(1.14	)		315.61		9.82			12.55			4.18			0.95			(2.18	)		1.04			2,650		—
Year ended May 31, 2018 (t)(aa)(gg)		461.94		0.11			(173.64	)		—		(173.53	)		—			—		—			—			288.41		(37.57	)		(37.90	)		3.42			0.95			(2.44	)		0.03			1,971		—
UltraPro Short QQQ
Year ended May 31, 2022(ll)		55.51		(0.34	)		(7.77	)(i)		—		(8.11	)		—			—		—			—			47.40		(14.62	)		(14.53	)		0.98			0.95			(0.88	)		(0.84	)		2,824,811		—
Year ended May 31, 2021 (w)(ll)		235.47		(0.69	)		(179.27	)		—		(179.96	)		—			—		—			—			55.51		(76.43	)		(76.52	)		1.00			0.95			(0.86	)		(0.81	)		1,758,961		—
Year ended May 31, 2020 (w)(ll)		1,111.93		6.91			(868.32	)		—		(861.41	)		(13.45	)		—		(1.60	)#		(15.05	)		235.47		(78.39	)		(78.35	)		1.02			0.95			1.19			1.26			1,113,509		—
Year ended May 31, 2019 (q)(w)(ll)		1,498.39		25.01			(387.46	)		—		(362.45	)		(24.01	)		—		—			(24.01	)		1,111.93		(24.46	)		(24.35	)		1.00			0.95			2.06			2.11			1,130,668		—
Year ended May 31, 2018 (q)(w)(ll)		3,035.67		19.52			(1,550.24	)		—		(1,530.72	)		(6.56	)		—		—			(6.56	)		1,498.39		(50.46	)		(50.55	)		1.01			0.95			0.84			0.89			584,899		—

See accompanying notes to the financial statements.

250 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
UltraPro Short Russell2000
Year ended May 31, 2022(ll)	$	48.28	$	(0.42	)	$	10.95		$	—	$	10.53		$	—		$	—	$	—		$	—		$	58.81		21.80	%		21.89	%		1.04	%		0.95	%		(0.94	)%		(0.85	)%	$	150,418		—	%
Year ended May 31, 2021 (bb)(ll)		324.70		(0.90	)		(275.52	)		—		(276.42	)		—			—		—			—			48.28		(85.13	)		(85.15	)		1.08			0.95			(0.97	)		(0.84	)		107,592		—
Year ended May 31, 2020 (bb)(ll)		723.77		2.60			(393.61	)		—		(391.01	)		(7.21	)		—		(0.85	)#		(8.06	)		324.70		(54.50	)		(54.49	)		1.11			0.95			0.33			0.49			170,315		—
Year ended May 31, 2019 (bb)(ll)		628.62		8.71			94.25			—		102.96			(7.81	)		—		—			(7.81	)		723.77		16.43			16.48			1.11			0.95			1.21			1.36			81,442		—
Year ended May 31, 2018 (bb)(ll)		1,204.26		3.94			(577.86	)		—		(573.92	)		(1.72	)		—		—			(1.72	)		628.62		(47.68	)		(47.68	)		1.09			0.95			0.30			0.44			69,478		—
UltraPro Short S&P500®
Year ended May 31, 2022		19.59		(0.12	)		(3.20	)		—		(3.32	)		—			—		—			—			16.27		(16.96	)		(17.15	)		0.90			0.90			(0.80	)		(0.80	)		720,715		—
Year ended May 31, 2021(bb)		65.05		(0.26	)		(45.20	)		—		(45.46	)		—			—		—			—			19.59		(69.88	)		(69.98	)		0.90			0.90			(0.73	)		(0.73	)		476,012		—
Year ended May 31, 2020(bb)		171.06		0.75			(104.83	)		—		(104.08	)		(1.72	)		—		(0.21	)#		(1.93	)		65.05		(61.39	)		(61.26	)		0.93			0.93			0.71			0.71			1,323,669		—
Year ended May 31, 2019(bb)		204.34		3.25			(33.36	)		—		(30.11	)		(3.17	)		—		—			(3.17	)		171.06		(14.89	)		(14.86	)		0.91			0.91			1.84			1.84			610,645		—
Year ended May 31, 2018 (m)(bb)		319.03		1.87			(115.79	)		—		(113.92	)		(0.77	)		—		—			(0.77	)		204.34		(35.72	)		(35.76	)		0.91			0.91			0.75			0.75			463,787		—
UltraShort 7-10 Year Treasury
Year ended May 31, 2022		16.73		(0.13	)		2.89			—		2.76			—			—		—			—			19.49		16.48			16.50			0.99			0.95			(0.82	)		(0.78	)		122,760		—
Year ended May 31, 2021		15.32		(0.15	)		1.56			—		1.41			—			—		—			—			16.73		9.20			9.13			1.10			0.95			(1.08	)		(0.92	)		43,490		—
Year ended May 31, 2020		19.99		0.21			(4.57	)		—		(4.36	)		(0.29	)		—		(0.02	)#		(0.31	)		15.32		(22.11	)		(21.90	)		1.06			0.95			1.03			1.15			29,871		—
Year ended May 31, 2019		22.73		0.26			(2.79	)		—		(2.53	)		(0.21	)		—		—			(0.21	)		19.99		(11.21	)		(11.83	)		0.97			0.95			1.12			1.14			66,966		—
Year ended May 31, 2018		21.23		0.04			1.46			—		1.50			—			—		—			—			22.73		7.03			7.53			0.95			0.95			0.19			0.19			142,045		—

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 251

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
UltraShort 20+ Year Treasury
Year ended May 31, 2022	$	20.51	$	(0.15	)	$	5.33		$	—	$	5.18		$	—		$	—	$	—		$	—		$	25.69		25.29	%		24.21	%		0.89	%		0.89	%		(0.80	)%		(0.80	)%	$	1,390,214		—	%
Year ended May 31, 2021		16.07		(0.15	)		4.59			—		4.44			—	(h)		—		—	(h)		—	(h)		20.51		27.64			27.87			0.90			0.90			(0.83	)		(0.83	)		1,415,115		—
Year ended May 31, 2020		29.69		0.37			(13.49	)		—		(13.12	)		(0.45	)		—		(0.05	)#		(0.50	)		16.07		(44.80	)		(44.32	)		0.92			0.92			1.58			1.58			434,698		—
Year ended May 31, 2019		36.01		0.45			(6.34	)		—		(5.89	)		(0.43	)		—		—			(0.43	)		29.69		(16.54	)		(17.80	)		0.90			0.90			1.22			1.22			886,565		—
Year ended May 31, 2018		36.35		0.13			(0.44	)(i)		—		(0.31	)		(0.03	)		—		—			(0.03	)		36.01		(0.86	)		(0.07	)		0.89			0.89			0.35			0.35			1,843,935		—
UltraShort Basic Materials
Year ended May 31, 2022		12.71		(0.11	)		(2.25	)		—		(2.36	)		—			—		—			—			10.35		(18.55	)		(18.45	)		4.04			0.95			(3.97	)		(0.88	)		2,434		—
Year ended May 31, 2021(hh)		40.12		(0.22	)		(27.19	)		—		(27.41	)		—			—		—			—			12.71		(68.32	)		(68.30	)		3.84			0.95			(3.84	)		(0.94	)		1,718		—
Year ended May 31, 2020(hh)		65.72		0.08			(25.42	)		—		(25.34	)		(0.26	)		—		—			(0.26	)		40.12		(38.64	)		(38.75	)		2.12			0.95			(1.03	)		0.14			4,420		—
Year ended May 31, 2019(hh)		53.00		0.30			12.54			—		12.84			(0.12	)		—		—			(0.12	)		65.72		24.22			25.02			2.15			0.95			(0.68	)		0.51			5,598		—
Year ended May 31, 2018 (n)(hh)		73.60		(0.06	)		(20.54	)		—		(20.60	)		—			—		—			—			53.00		(27.99	)		(29.37	)		2.01			0.95			(1.16	)		(0.10	)		4,515		—
UltraShort Consumer Goods
Year ended May 31, 2022		15.67		(0.12	)		(1.58	)		—		(1.70	)		—			—		—			—			13.97		(10.88	)		(10.29	)		9.05			0.95			(8.96	)		(0.85	)		2,312		—
Year ended May 31, 2021 (x)(hh)		38.62		(0.21	)		(22.74	)		—		(22.95	)		—			—		—			—			15.67		(59.42	)		(59.33	)		7.90			0.95			(7.89	)		(0.94	)		1,028		—
Year ended May 31, 2020 (x)(hh)		60.88		0.32			(21.98	)		—		(21.66	)		(0.56	)		—		(0.04	)#		(0.60	)		38.62		(35.81	)		(36.03	)		4.28			0.95			(2.68	)		0.66			1,568		—
Year ended May 31, 2019 (x)(hh)		65.62		0.67			(4.88	)		—		(4.21	)		(0.53	)		—		—			(0.53	)		60.88		(6.43	)		(6.18	)		3.75			0.95			(1.70	)		1.10			3,234		—
Year ended May 31, 2018 (x)(hh)		60.79		0.16			4.67			—		4.83			—			—		—			—			65.62		7.94			7.99			3.75			0.95			(2.53	)		0.27			2,665		—

See accompanying notes to the financial statements.

252 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
UltraShort Consumer Services
Year ended May 31, 2022(nn)	$	20.08	$	(0.17	)	$	6.67		$	—	$	6.50		$	—		$	—	$	—		$	—		$	26.58		32.36	%		31.85	%		5.83	%		0.95	%		(5.70	)%		(0.81	)%	$	3,238		—	%
Year ended May 31, 2021(x)(nn)		43.47		(0.25	)		(23.14	)		—		(23.39	)		—			—		—			—			20.08		(53.81	)		(53.74	)		7.25			0.95			(7.24	)		(0.94	)		940		—
Year ended May 31, 2020(x)(nn)		66.77		0.28			(22.47	)		—		(22.19	)		(1.09	)		—		(0.02	)#		(1.11	)		43.47		(33.62	)		(33.86	)		6.72			0.95			(5.28	)		0.49			1,764		—
Year ended May 31, 2019(x)(nn)		86.26		1.16			(19.68	)		—		(18.52	)		(0.97	)		—		—			(0.97	)		66.77		(21.58	)		(21.30	)		7.14			0.95			(4.63	)		1.57			623		—
Year ended May 31, 2018(x)(nn)		114.02		0.33			(28.00	)		—		(27.67	)		(0.09	)		—		—			(0.09	)		86.26		(24.27	)		(28.36	)		4.82			0.95			(3.55	)		0.32			1,344		—
UltraShort Dow30SM
Year ended May 31, 2022(ll)		47.13		(0.39	)		(0.55	)		—		(0.94	)		—			—		—			—			46.19		(2.01	)		(1.93	)		1.00			0.95			(0.92	)		(0.86	)		108,998		—
Year ended May 31, 2021(ll)		100.13		(0.58	)		(52.42	)		—		(53.00	)		—			—		—			—			47.13		(52.93	)		(53.02	)		1.00			0.95			(0.90	)		(0.84	)		100,430		—
Year ended May 31, 2020(ll)		153.73		1.02			(52.92	)		—		(51.90	)		(1.50	)		—		(0.20	)#		(1.70	)		100.13		(33.99	)		(33.94	)		1.01			0.95			0.75			0.81			210,350		—
Year ended May 31, 2019(ll)		170.27		2.52			(16.81	)		—		(14.29	)		(2.25	)		—		—			(2.25	)		153.73		(8.44	)		(8.45	)		1.01			0.95			1.59			1.64			143,100		—
Year ended May 31, 2018(m)(ll)		245.94		1.23			(76.40	)		—		(75.17	)		(0.50	)		—		—			(0.50	)		170.27		(30.57	)		(30.61	)		0.99			0.95			0.59			0.63			143,173		—
UltraShort Financials
Year ended May 31, 2022(ii)		19.91		(0.16	)		(0.87	)		—		(1.03	)		—			—		—			—			18.88		(5.18	)		(5.27	)		1.50			0.95			(1.43	)		(0.89	)		16,005		—
Year ended May 31, 2021(aa)(ii)		53.76		(0.35	)		(33.50	)		—		(33.85	)		—			—		—			—			19.91		(62.96	)		(62.84	)		1.21			0.95			(1.20	)		(0.94	)		12,909		—
Year ended May 31, 2020(aa)(ii)		75.89		0.23			(21.76	)		—		(21.53	)		(0.56	)		—		(0.04	)#		(0.60	)		53.76		(28.50	)		(28.66	)		1.20			0.95			0.11			0.36			42,263		—
Year ended May 31, 2019(aa)(ii)		82.20		0.45			(6.56	)		—		(6.11	)		(0.20	)		—		—			(0.20	)		75.89		(7.44	)		(7.38	)		1.20			0.95			0.32			0.57			27,413		—
Year ended May 31, 2018(aa)(ii)		116.11		0.02			(33.93	)		—		(33.91	)		—			—		—			—			82.20		(29.21	)		(29.41	)		1.13			0.95			(0.16	)		0.02			27,635		—

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 253

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
UltraShort FTSE China 50
Year ended May 31, 2022	$	30.07	$	(0.33	)	$	7.73		$	—	$	7.40		$	—		$	—	$	—		$	—		$	37.47		24.57	%		24.58	%		1.38	%		0.95	%		(1.31	)%		(0.89	)%	$	24,429		—	%
Year ended May 31, 2021		54.73		(0.34	)		(24.32	)		—		(24.66	)		—			—		—			—			30.07		(45.04	)		(45.15	)		1.26			0.95			(1.24	)		(0.93	)		16,599		—
Year ended May 31, 2020		69.54		0.19			(14.48	)		—		(14.29	)		(0.50	)		—		(0.02	)#		(0.52	)		54.73		(20.64	)		(20.38	)		1.17			0.95			0.08			0.30			41,152		—
Year ended May 31, 2019		61.78		0.63			7.39			—		8.02			(0.26	)		—		—			(0.26	)		69.54		13.02			12.97			1.20			0.95			0.68			0.93			38,384		—
Year ended May 31, 2018(m)		99.51		0.03			(37.76	)		—		(37.73	)		—			—		—			—			61.78		(37.91	)		(38.02	)		1.20			0.95			(0.21	)		0.04			27,923		—
UltraShort FTSE Europe
Year ended May 31, 2022		11.93		(0.10	)		1.28	(i)		—		1.18			—	(h)		—		—			—	(h)		13.11		9.93			9.91			1.50			0.95			(1.34	)		(0.79	)		55,881		—
Year ended May 31, 2021		28.23		(0.18	)		(16.12	)		—		(16.30	)		—			—		—			—			11.93		(57.75	)		(57.48	)		1.48			0.95			(1.46	)		(0.93	)		7,300		—
Year ended May 31, 2020		34.43		0.06			(6.03	)		—		(5.97	)		(0.22	)		—		(0.01	)#		(0.23	)		28.23		(17.37	)		(17.90	)		1.37			0.95			(0.24	)		0.17			22,924		—
Year ended May 31, 2019		31.32		0.27			2.98			—		3.25			(0.14	)		—		—			(0.14	)		34.43		10.37			10.13			1.31			0.95			0.43			0.79			16,770		—
Year ended May 31, 2018		36.36		0.04			(5.08	)		—		(5.04	)		—			—		—			—			31.32		(13.87	)		(13.74	)		1.17			0.95			(0.11	)		0.11			18,386		—
UltraShort Health Care
Year ended May 31, 2022		15.75		(0.12	)		(2.34	)		—		(2.46	)		—			—		—			—			13.29		(15.65	)		(15.79	)		5.11			0.95			(5.01	)		(0.85	)		3,394		—
Year ended May 31, 2021(hh)		25.83		(0.20	)		(9.88	)		—		(10.08	)		—			—		—			—			15.75		(39.01	)		(38.97	)		4.61			0.95			(4.60	)		(0.94	)		1,267		—
Year ended May 31, 2020(hh)		49.12		0.27			(23.06	)		—		(22.79	)		(0.46	)		—		(0.04	)#		(0.50	)		25.83		(46.77	)		(46.67	)		4.01			0.95			(2.36	)		0.70			2,078		—
Year ended May 31, 2019(hh)		57.71		0.62			(8.97	)		—		(8.35	)		(0.24	)		—		—			(0.24	)		49.12		(14.46	)		(13.10	)		4.94			0.95			(2.67	)		1.32			2,724		—
Year ended May 31, 2018(hh)		75.14		0.09			(17.52	)		—		(17.43	)		—			—		—			—			57.71		(23.19	)		(26.26	)		6.35			0.95			(5.25	)		0.14			1,036		—

See accompanying notes to the financial statements.

254 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
UltraShort Industrials
Year ended May 31, 2022	$	14.47	$	(0.13	)	$	2.76		$	—	$	2.63		$	—		$	—	$	—		$	—		$	17.10		18.18	%		18.34	%		4.39	%		0.95	%		(4.29	)%		(0.85	)%	$	2,824		—	%
Year ended May 31, 2021(aa)(hh)		38.93		(0.23	)		(24.23	)		—		(24.46	)		—			—		—			—			14.47		(62.83	)		(62.72	)		5.16			0.95			(5.15	)		(0.94	)		943		—
Year ended May 31, 2020(aa)(hh)		59.34		0.09			(19.98	)		—		(19.89	)		(0.52	)		—		—			(0.52	)		38.93		(33.71	)		(34.02	)		3.89			0.95			(2.76	)		0.18			3,268		—
Year ended May 31, 2019(aa)(hh)		65.48		0.64			(6.33	)		—		(5.69	)		(0.45	)		—		—			(0.45	)		59.34		(8.75	)		(8.49	)		3.38			0.95			(1.41	)		1.02			2,386		—
Year ended May 31, 2018(aa)(hh)		88.41		0.15			(23.08	)		—		(22.93	)		—			—		—			—			65.48		(25.93	)		(26.47	)		3.16			0.95			(2.00	)		0.21			3,042		—
UltraShort MidCap400
Year ended May 31, 2022		17.67		(0.15	)		0.21	(i)		—		0.06			—			—		—			—			17.73		0.30			0.45			4.53			0.95			(4.44	)		(0.86	)		2,898		—
Year ended May 31, 2021(aa)(hh)		50.69		(0.30	)		(32.72	)		—		(33.02	)		—			—		—			—			17.67		(65.14	)		(65.04	)		2.78			0.95			(2.77	)		(0.94	)		2,007		—
Year ended May 31, 2020(aa)(hh)		75.68		0.17			(24.45	)		—		(24.28	)		(0.65	)		—		(0.06	)#		(0.71	)		50.69		(32.29	)		(32.63	)		2.95			0.95			(1.74	)		0.26			6,393		—
Year ended May 31, 2019(aa)(hh)		69.55		0.88			5.94			—		6.82			(0.69	)		—		—			(0.69	)		75.68		9.83			11.13			2.90			0.95			(0.72	)		1.23			2,923		—
Year ended May 31, 2018(aa)(hh)		93.64		0.17			(24.26	)		—		(24.09	)		—			—		—			—			69.55		(25.73	)		(26.36	)		2.39			0.95			(1.23	)		0.22			3,556		—
UltraShort MSCI Brazil Capped
Year ended May 31, 2022(nn)		27.11		(0.26	)		(6.36	)		—		(6.62	)		—			—		—			—			20.49		(24.45	)		(24.28	)		1.60			0.95			(1.54	)		(0.89	)		13,495		—
Year ended May 31, 2021 (hh)(nn)		86.92		(0.44	)		(59.37	)		—		(59.81	)		—			—		—			—			27.11		(68.80	)		(68.92	)		1.27			0.95			(1.26	)		(0.93	)		12,435		—
Year ended May 31, 2020 (hh)(nn)		109.20		0.72			(21.80	)(i)		—		(21.08	)		(1.12	)		—		(0.08	)#		(1.20	)		86.92		(19.34	)		(19.03	)		1.16			0.95			0.52			0.72			37,698		—
Year ended May 31, 2019 (hh)(nn)		215.55		1.67			(107.22	)		—		(105.55	)		(0.80	)		—		—			(0.80	)		109.20		(49.00	)		(49.02	)		1.14			0.95			0.96			1.15			29,616		—
Year ended May 31, 2018 (p)(hh)(nn)		272.96		0.22			(57.63	)		—		(57.41	)		—			—		—			—			215.55		(21.04	)		(21.01	)		1.18			0.95			(0.11	)		0.12			30,170		—

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 255

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
UltraShort MSCI EAFE
Year ended May 31, 2022	$	10.26	$	(0.09	)	$	1.65		$	—	$	1.56		$	—		$	—	$	—		$	—		$	11.82		15.16	%		15.41	%		7.40	%		0.95	%		(7.31	)%		(0.86	)%	$	1,624		—	%
Year ended May 31, 2021		21.84		(0.14	)		(11.44	)		—		(11.58	)		—			—		—			—			10.26		(53.01	)		(52.98	)		4.29			0.95			(4.28	)		(0.94	)		1,410		—
Year ended May 31, 2020		25.89		0.03			(3.92	)		—		(3.89	)		(0.15	)		—		(0.01	)#		(0.16	)		21.84		(15.05	)		(15.10	)		3.83			0.95			(2.76	)		0.12			3,001		—
Year ended May 31, 2019		23.15		0.18			2.65			—		2.83			(0.09	)		—		—			(0.09	)		25.89		12.24			12.11			2.87			0.95			(1.23	)		0.70			3,557		—
Year ended May 31, 2018		27.32		0.03			(4.20	)		—		(4.17	)		—			—		—			—			23.15		(15.26	)		(15.09	)		3.00			0.95			(1.94	)		0.11			3,181		—
UltraShort MSCI Emerging Markets
Year ended May 31, 2022		15.03		(0.15	)		5.77			—		5.62			—			—		—			—			20.65		37.43			37.63			2.13			0.95			(2.04	)		(0.87	)		11,128		—
Year ended May 31, 2021		37.97		(0.20	)		(22.74	)		—		(22.94	)		—			—		—			—			15.03		(60.42	)		(60.55	)		1.71			0.95			(1.69	)		(0.93	)		5,467		—
Year ended May 31, 2020		46.57		0.15			(8.37	)		—		(8.22	)		(0.36	)		—		(0.02	)#		(0.38	)		37.97		(17.70	)		(17.50	)		1.31			0.95			(0.01	)		0.35			16,662		—
Year ended May 31, 2019		42.20		0.47			4.21			—		4.68			(0.31	)		—		—			(0.31	)		46.57		11.11			11.05			1.26			0.95			0.70			1.01			19,271		—
Year ended May 31, 2018(p)		58.06		0.10			(15.96	)		—		(15.86	)		—			—		—			—			42.20		(27.31	)		(27.45	)		1.18			0.95			(0.01	)		0.22			15,352		—
UltraShort MSCI Japan
Year ended May 31, 2022		13.72		(0.12	)		3.23			—		3.11			—			—		—			—			16.83		22.67			22.79			2.93			0.95			(2.86	)		(0.88	)		6,309		—
Year ended May 31, 2021		23.61		(0.17	)		(9.72	)		—		(9.89	)		—			—		—			—			13.72		(41.91	)		(41.84	)		1.98			0.95			(1.97	)		(0.94	)		4,800		—
Year ended May 31, 2020		31.53		(0.06	)		(7.79	)		—		(7.85	)		(0.07	)		—		—			(0.07	)		23.61		(24.89	)		(24.92	)		1.78			0.95			(1.03	)		(0.21	)		11,215		—
Year ended May 31, 2019		26.01		0.02			5.51			—		5.53			(0.01	)		—		—			(0.01	)		31.53		21.26			21.50			2.01			0.95			(1.00	)		0.06			7,091		—
Year ended May 31, 2018		34.57		(0.04	)		(8.52	)		—		(8.56	)		—			—		—			—			26.01		(24.78	)		(25.42	)		1.66			0.95			(0.84	)		(0.13	)		5,199		—

See accompanying notes to the financial statements.

256 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
UltraShort Nasdaq Biotechnology
Year ended May 31, 2022	$	21.67	$	(0.20	)	$	6.98		$	—	$	6.78		$	—		$	—	$	—		$	—		$	28.45		31.29	%		31.59	%		1.83	%		0.95	%		(1.79	)%		(0.91	)%	$	8,424		—	%
Year ended May 31, 2021(y)		33.82		(0.24	)		(11.91	)		—		(12.15	)		—			—		—			—			21.67		(35.93	)		(36.17	)		1.55			0.95			(1.53	)		(0.93	)		9,666		—
Year ended May 31, 2020(y)		82.20		0.58			(47.98	)		—		(47.40	)		(0.88	)		—		(0.10	)#		(0.98	)		33.82		(58.25	)		(58.11	)		1.31			0.95			0.59			0.94			12,556		—
Year ended May 31, 2019(y)		80.47		0.94			1.39			—		2.33			(0.60	)		—		—			(0.60	)		82.20		2.95			3.15			1.21			0.95			1.03			1.28			26,408		—
Year ended May 31, 2018(y)		116.10		0.09			(35.72	)		—		(35.63	)		—			—		—			—			80.47		(30.69	)		(30.75	)		1.12			0.95			(0.06	)		0.10			31,888		—
UltraShort Oil & Gas
Year ended May 31, 2022(ll)		65.50		(0.29	)		(48.66	)		—		(48.95	)		—			—		—			—			16.55		(74.73	)		(74.74	)		1.31			0.95			(1.21	)		(0.85	)		30,676		—
Year ended May 31, 2021(ll)		223.38		(1.23	)		(156.65	)		—		(157.88	)		—			—		—			—			65.50		(70.68	)		(70.58	)		1.32			0.95			(1.31	)		(0.94	)		17,254		—
Year ended May 31, 2020(ll)		230.37		0.36			(6.35	)(i)		—		(5.99	)		(0.85	)		—		(0.15	)#		(1.00	)		223.38		(2.59	)		(3.03	)		1.33			0.95			(0.23	)		0.15			16,401		—
Year ended May 31, 2019(ll)		155.14		1.30			74.88			—		76.18			(0.95	)		—		—			(0.95	)		230.37		49.15			49.61			1.31			0.95			0.37			0.74			19,218		—
Year ended May 31, 2018(ll)		242.00		0.17			(87.03	)		—		(86.86	)		—			—		—			—			155.14		(35.89	)		(35.92	)		1.18			0.95			(0.15	)		0.08			23,801		—
UltraShort QQQ
Year ended May 31, 2022		23.47		(0.17	)		(0.88	)(i)		—		(1.05	)		—			—		—			—			22.42		(4.49	)		(4.48	)		1.02			0.95			(0.93	)		(0.86	)		365,330		—
Year ended May 31, 2021(cc)		58.32		(0.26	)		(34.59	)		—		(34.85	)		—			—		—			—			23.47		(59.75	)		(59.83	)		1.03			0.95			(0.90	)		(0.82	)		221,703		—
Year ended May 31, 2020(cc)		146.74		1.26			(87.51	)		—		(86.25	)		(1.91	)		—		(0.26	)#		(2.17	)		58.32		(59.49	)		(59.44	)		1.04			0.95			1.18			1.27			248,507		—
Year ended May 31, 2019(cc)		171.61		2.98			(25.10	)		—		(22.12	)		(2.75	)		—		—			(2.75	)		146.74		(13.01	)		(12.94	)		1.03			0.95			1.88			1.95			355,626		—
Year ended May 31, 2018 (m)(cc)		267.36		1.44			(96.67	)		—		(95.23	)		(0.52	)		—		—			(0.52	)		171.61		(35.64	)		(35.63	)		1.02			0.95			0.59			0.66			257,160		—

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 257

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
UltraShort Real Estate
Year ended May 31, 2022	$	17.33	$	(0.12	)	$	(2.09	)(i)	$	—	$	(2.21	)	$	—		$	—	$	—		$	—		$	15.12		(12.78	)%		(12.77	)%		1.41	%		0.95	%		(1.31	)%		(0.86	)%	$	27,920		—	%
Year ended May 31, 2021(hh)		34.76		(0.24	)		(17.19	)		—		(17.43	)		—			—		—			—			17.33		(50.14	)		(50.29	)		1.20			0.95			(1.19	)		(0.94	)		16,427		—
Year ended May 31, 2020(hh)		45.29		0.17			(10.12	)		—		(9.95	)		(0.54	)		—		(0.04	)#		(0.58	)		34.76		(22.18	)		(22.10	)		1.31			0.95			0.06			0.42			54,669		—
Year ended May 31, 2019(hh)		60.82		0.66			(15.75	)		—		(15.09	)		(0.44	)		—		—			(0.44	)		45.29		(24.94	)		(24.88	)		1.32			0.95			0.88			1.25			21,421		—
Year ended May 31, 2018(hh)		65.72		0.10			(5.00	)		—		(4.90	)		—			—		—			—			60.82		(7.45	)		(7.63	)		1.18			0.95			(0.07	)		0.16			21,160		—
UltraShort Russell2000
Year ended May 31, 2022		13.88		(0.12	)		2.97			—		2.85			—			—		—			—			16.73		20.54			20.61			1.07			0.95			(0.98	)		(0.86	)		115,702		—
Year ended May 31, 2021(cc)		46.41		(0.20	)		(32.33	)		—		(32.53	)		—			—		—			—			13.88		(70.09	)		(70.11	)		1.09			0.95			(0.98	)		(0.85	)		73,770		—
Year ended May 31, 2020(cc)		67.88		0.31			(21.10	)		—		(20.79	)		(0.60	)		—		(0.08	)#		(0.68	)		46.41		(30.85	)		(30.72	)		1.09			0.95			0.38			0.52			132,947		—
Year ended May 31, 2019(cc)		59.72		0.71			8.10			—		8.81			(0.65	)		—		—			(0.65	)		67.88		14.83			14.83			1.08			0.95			1.03			1.16			98,592		—
Year ended May 31, 2018(cc)		90.34		0.35			(30.84	)		—		(30.49	)		(0.13	)		—		—			(0.13	)		59.72		(33.77	)		(33.84	)		1.06			0.95			0.36			0.47			88,972		—
UltraShort S&P500®
Year ended May 31, 2022(ll)		47.49		(0.33	)		(3.91	)		—		(4.24	)		—			—		—			—			43.25		(8.93	)		(9.07	)		0.90			0.90			(0.80	)		(0.80	)		899,859		—
Year ended May 31, 2021(ll)		102.86		(0.53	)		(54.84	)		—		(55.37	)		—			—		—			—			47.49		(53.83	)		(53.86	)		0.90			0.90			(0.75	)		(0.75	)		582,648		—
Year ended May 31, 2020(ll)		176.27		1.13			(72.44	)		—		(71.31	)		(1.80	)		—		(0.30	)#		(2.10	)		102.86		(40.80	)		(40.72	)		0.91			0.91			0.83			0.83			1,480,039		—
Year ended May 31, 2019(ll)		193.67		2.94			(17.54	)		—		(14.60	)		(2.80	)		—		—			(2.80	)		176.27		(7.60	)		(7.60	)		0.89			0.89			1.65			1.65			1,131,491		—
Year ended May 31, 2018(k)(ll)		256.60		1.38			(63.76	)		—		(62.38	)		(0.55	)		—		—			(0.55	)		193.67		(24.31	)		(24.33	)		0.90			0.90			0.63			0.63			848,104		—

See accompanying notes to the financial statements.

258 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
UltraShort Semiconductors
Year ended May 31, 2022	$	36.65	$	(0.20	)	$	(13.99	)	$	—	$	(14.19	)	$	—		$	—	$	—		$	—		$	22.46		(38.73	)%		(38.85	)%		2.95	%		0.95	%		(2.84	)%		(0.84	)%	$	6,726		—	%
Year ended May 31, 2021 (y)(gg)		128.03		(0.62	)		(90.76	)		—		(91.38	)		—			—		—			—			36.65		(71.37	)		(71.48	)		2.52			0.95			(2.51	)		(0.94	)		2,734		—
Year ended May 31, 2020 (y)(gg)		520.18		1.17			(390.11	)		—		(388.94	)		(3.01	)		—		(0.20	)#		(3.21	)		128.03		(75.16	)		(75.02	)		1.85			0.95			(0.45	)		0.45			7,554		—
Year ended May 31, 2019 (r)(y)(gg)		477.08		5.91			42.55	(i)		—		48.46			(5.36	)		—		—			(5.36	)		520.18		10.15			9.44			2.47			0.95			(0.33	)		1.19			7,119		—
Year ended May 31, 2018 (n)(r)(y)(gg)		986.67		1.87			(511.46	)		—		(509.59	)		—			—		—			—			477.08		(51.65	)		(51.57	)		2.71			0.95			(1.50	)		0.26			3,920		—
UltraShort SmallCap600
Year ended May 31, 2022		24.53		(0.21	)		0.90			—		0.69			—			—		—			—			25.22		2.81			2.77			3.20			0.95			(3.10	)		(0.86	)		4,640		—
Year ended May 31, 2021 (aa)(gg)		92.30		(0.49	)		(67.28	)		—		(67.77	)		—			—		—			—			24.53		(73.42	)		(73.28	)		2.41			0.95			(2.40	)		(0.94	)		2,064		—
Year ended May 31, 2020 (aa)(gg)		123.90		(0.13	)		(30.72	)		—		(30.85	)		(0.75	)		—		—			(0.75	)		92.30		(24.97	)		(25.26	)		2.65			0.95			(1.82	)		(0.11	)		9,499		—
Year ended May 31, 2019 (aa)(gg)		105.26		1.33			18.37			—		19.70			(1.06	)		—		—			(1.06	)		123.90		18.83			17.33			3.39			0.95			(1.22	)		1.22			3,459		—
Year ended May 31, 2018 (aa)(gg)		164.75		0.28			(59.77	)		—		(59.49	)		—			—		—			—			105.26		(36.11	)		(35.88	)		3.37			0.95			(2.21	)		0.22			2,281		—

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 259

ProShares Trust Financial Highlights FOR THE PERIODS INDICATED

	SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS INDICATED
	PER SHARE OPERATING PERFORMANCE																																RATIOS/SUPPLEMENTAL DATA
	INVESTMENT OPERATIONS													DISTRIBUTIONS													TOTAL RETURN (c)						RATIOS TO AVERAGE NET ASSETS (f)												SUPPLEMENTAL DATA
	Net asset value, beginning of period		Net investment income (loss) (a)			Net realized and unrealized gains (losses) on investments			Transaction fees (b)		Total from investment operations			Net investment income			Net realized gains		Tax return of capital			Total distributions			Net asset value, end of period		Net asset value (d)			Market value (e)			Expenses before expense reductions			Expenses net of waivers, if any			Net investment income (loss) before expense reductions			Net investment income (loss) net of waivers, if any			Net assets, end of period (000)		Portfolio turnover rate (c)(g)
UltraShort Technology
Year ended May 31, 2022(ii)	$	22.23	$	(0.15	)	$	(2.96	)(i)	$	—	$	(3.11	)	$	—		$	—	$	—		$	—		$	19.12		(14.02	)%		(14.14	)%		2.26	%		0.95	%		(2.17	)%		(0.86	)%	$	7,763		—	%
Year ended May 31, 2021(y)(ii)		59.62		(0.29	)		(37.10	)		—		(37.39	)		—			—		—			—			22.23		(62.71	)		(62.60	)		2.18			0.95			(2.17	)		(0.94	)		4,866		—
Year ended May 31, 2020(y)(ii)		170.28		0.53			(109.86	)		—		(109.33	)		(1.25	)		—		(0.08	)#		(1.33	)		59.62		(64.62	)		(64.72	)		2.40			0.95			(0.95	)		0.50			4,856		—
Year ended May 31, 2019 (r)(y)(ii)		203.06		2.42			(33.45	)		—		(31.03	)		(1.75	)		—		—			(1.75	)		170.28		(15.34	)		(15.28	)		2.68			0.95			(0.43	)		1.30			5,354		—
Year ended May 31, 2018 (r)(y)(ii)		352.34		0.56			(149.84	)		—		(149.28	)		—			—		—			—			203.06		(42.37	)		(42.74	)		2.87			0.95			(1.71	)		0.21			3,212		—
UltraShort Utilities
Year ended May 31, 2022		16.33		(0.12	)		(5.23	)		—		(5.35	)		—			—		—			—			10.98		(32.77	)		(32.52	)		4.68			0.95			(4.60	)		(0.87	)		2,402		—
Year ended May 31, 2021(aa)		23.04		(0.18	)		(6.53	)		—		(6.71	)		—			—		—			—			16.33		(29.11	)		(29.19	)		4.17			0.95			(4.16	)		(0.95	)		2,347		—
Year ended May 31, 2020(aa)		37.28		0.10			(14.11	)		—		(14.01	)		(0.21	)		—		(0.02	)#		(0.23	)		23.04		(37.75	)		(37.77	)		2.66			0.95			(1.39	)		0.33			1,872		—
Year ended May 31, 2019(aa)		51.64		0.21			(14.50	)		—		(14.29	)		(0.07	)		—		—			(0.07	)		37.28		(27.69	)		(27.75	)		2.41			0.95			(0.98	)		0.49			4,427		—
Year ended May 31, 2018(aa)		51.81		(0.08	)		(0.09	)(i)		—		(0.17	)		—			—		—			—			51.64		(0.32	)		0.00	(j)		1.78			0.95			(0.98	)		(0.15	)		5,487		—

See accompanying notes to the financial statements.

260 :: FINANCIAL HIGHLIGHTS PROSHARES TRUST

ProShares Trust Notes to Financial Highlights:

(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

(b)  Includes transaction fees associated with the issuance and redemption of Creation Units.

(c)  Not annualized for periods less than one year.

(d)  Net asset value total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at net asset value. This percentage is not an indication of the performance of a shareholder's investment in the Fund based on market value due to differences between the market price of the shares and the net asset value per share of the Fund.

(e)  Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, if any, and redemption on the last day of the period at market value. Market value is determined by the composite closing price. Composite closing security price is defined as the last reported sale price from any primary listing market (e.g., NYSE and NASDAQ) or participating regional exchanges or markets. The composite closing price is the last reported sale price from any of the eligible sources, regardless of volume and not an average price and may have occurred on a date prior to the close of the reporting period. Market value may be greater or less than net asset value, depending on the Fund's closing price on the listing market.

(f)  Annualized for periods less than one year.

(g)  Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the sales and purchases of fund shares during the period. In-Kind transactions are not included in the portfolio turnover calculations.

(h)  Per share amount is less than $0.005.

(i)  The amount shown for a share outstanding throughout the period is not in accordance with the aggregate net realized and unrealized gain (loss) for that period because of the timing of sales and repurchases of the Fund shares in relation to fluctuating market value of the investments in the Fund.

(j)  Less than 0.005%.

(k)  Per share amounts have been restated on a retroactive basis to reflect a 1:4 reverse stock split effective July 17, 2017.

(l)  Per share amounts have been restated on a retroactive basis to reflect a 2:1 stock split effective July 17, 2017.

(m)  Per share amounts have been restated on a retroactive basis to reflect a 1:4 reverse stock split effective May 24, 2018.

(n)  Per share amounts have been restated on a retroactive basis to reflect a 1:2 reverse stock split effective May 24, 2018.

(o)  Per share amounts have been restated on a retroactive basis to reflect a 3:1 stock split effective May 24, 2018.

(p)  Per share amounts have been restated on a retroactive basis to reflect a 1:5 reverse stock split effective May 24, 2018.

(q)  Per share amounts have been restated on a retroactive basis to reflect a 1:4 reverse stock split effective May 24, 2019.

(r)  Per share amounts have been restated on a retroactive basis to reflect a 1:2 reverse stock split effective May 24, 2019.

(s)  Per share amounts have been restated on a retroactive basis to reflect a 1:10 reverse stock split effective April 21, 2020.

(t)  Per share amounts have been restated on a retroactive basis to reflect a 1:4 reverse stock split effective April 21, 2020.

(u)  Per share amounts have been restated on a retroactive basis to reflect a 2:1 stock split effective August 18, 2020.

(v)  Per share amounts have been restated on a retroactive basis to reflect a 4:1 stock split effective August 18, 2020.

(w)  Per share amounts have been restated on a retroactive basis to reflect a 1:5 reverse stock split effective August 18, 2020.

(x)  Per share amounts have been restated on a retroactive basis to reflect a 1:2 reverse stock split effective August 18, 2020.

(y)  Per share amounts have been restated on a retroactive basis to reflect a 1:4 reverse stock split effective August 18, 2020.

(z)  Per share amounts have been restated on a retroactive basis to reflect a 2:1 stock split effective January 21, 2021.

(aa)  Per share amounts have been restated on a retroactive basis to reflect a 1:2 reverse stock split effective January 21, 2021.

(bb)  Per share amounts have been restated on a retroactive basis to reflect a 1:5 reverse stock split effective January 21, 2021.

(cc)  Per share amounts have been restated on a retroactive basis to reflect a 1:4 reverse stock split effective January 21, 2021.

(dd)  Per share amounts have been restated on a retroactive basis to reflect a 4:1 stock split effective May 25, 2021.

(ee)  Per share amounts have been restated on a retroactive basis to reflect a 2:1 stock split effective May 25, 2021.

(ff)  Per share amounts have been restated on a retroactive basis to reflect a 5:1 stock split effective May 25, 2021.

(gg)  Per share amounts have been restated on a retroactive basis to reflect a 1:4 reverse stock split effective May 25, 2021.

(hh)  Per share amounts have been restated on a retroactive basis to reflect a 1:2 reverse stock split effective May 25, 2021.

(ii)  Per share amounts have been restated on a retroactive basis to reflect a 1:2 reverse stock split effective January 13, 2022.

(jj)  Per share amounts have been restated on a retroactive basis to reflect a 4:1 stock split effective January 13, 2022.

(kk)  Per share amounts have been restated on a retroactive basis to reflect a 2:1 stock split effective January 13, 2022.

(ll)  Per share amounts have been restated on a retroactive basis to reflect a 1:5 reverse stock split effective January 13, 2022.

(mm)  Per share amounts have been restated on a retroactive basis to reflect a 4:1 stock split effective May 27, 2022.

(nn)  Per share amounts have been restated on a retroactive basis to reflect a 1:2 reverse stock split effective May 27, 2022.

#  Amount has been reclassified based on the tax character of the distributions for the tax year ended October 31, 2020.

See accompanying notes to the financial statements.

PROSHARES TRUST FINANCIAL HIGHLIGHTS :: 261

NOTES TO FINANCIAL STATEMENTS

262 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

1. Organization

ProShares Trust (the "Trust") is registered as an open-end management investment company under the Investment Company Act of 1940 ("1940 Act"). The Trust was formed as a Delaware statutory trust on May 29, 2002, has authorized capital of an unlimited number of shares at no par value and is comprised of 119 operational funds. These accompanying Notes to Financial Statements relate to the portfolios of the Trust included in this report (collectively, the "Funds" and individually, a "Fund"). Each Fund qualifies as an investment company as defined in the Financial Accounting Standards Codification Topic 946 — Financial Services — Investment Companies. Each Fund is a "non-diversified" series of the Trust pursuant to the 1940 Act.

ProShares Short Basic Materials and ProShares Short Oil & Gas were liquidated on May 17, 2022.

2. Significant Accounting Policies

The net asset value per share ("NAV") of each Fund is generally determined as of the close of the regular trading session of the exchange on which it is listed (is typically calculated as of 4:00 p.m. Eastern Time) on each business day.

The following is a summary of significant accounting policies followed by each Fund in preparation of its financial statements. These policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts. The actual results could differ from those estimates.

Investment Valuation

The Funds record their investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The securities in the portfolio of a Fund that are listed or traded on a stock exchange or the NASDAQ Stock Market, except as otherwise noted, are generally valued at the closing price, if available, or the last sale price on the exchange or system where the security is principally traded, generally using information provided by a third party pricing service, or market quotations. These valuations are typically categorized as Level 1 in the fair value hierarchy described below. If there have been no sales for that day on the exchange or system where the security is principally traded, then fair value may be determined with reference to the mean of the latest bid and asked quotes, if applicable, on the exchange or system. If there have been no sales or quotes of the security for that day on the exchange or system, the security will be valued in accordance with procedures approved by the Trust's Board of Trustees (the "Board").

Exchange traded funds are generally valued at the closing price, if available, or at the last sale price as described above, and are typically categorized as Level 1 in the fair value hierarchy.

Securities regularly traded in the over-the-counter ("OTC") markets, including securities listed on an exchange but that are primarily traded OTC, other than those traded on the Nasdaq Stock Market, are valued on the basis of the mean between the bid and asked quotes furnished

by primary market makers for those instruments. U.S. Treasury securities are valued according to prices as furnished by an independent pricing service, generally at the mean of the bid and asked quotes. In each of these situations, valuations are typically categorized as Level 2 in the fair value hierarchy.

Exchange traded equity and bond futures contracts are generally valued at the official futures settlement price. These valuations are typically categorized as Level 1 in the fair value hierarchy. If there was no sale on that day, fair valuation procedures as described below may be applied. Non-exchange traded derivatives (e.g. non-exchange traded swap agreements) are generally valued using independent sources and/or agreement with counterparties or other procedures approved by the Board and are typically categorized as Level 2 in the fair value hierarchy.

When ProShare Advisors LLC (the "Advisor") determines that the price of a security is not readily available or deemed unreliable (e.g., an approved pricing service does not provide a price, a furnished price is in error, certain prices become stale, or an event occurs that materially affects the furnished price), the Advisor may, in good faith, establish a fair value for that security in accordance with procedures established by and under the general supervision and responsibility of the Board. Fair value pricing may require subjective determinations about the value of a security. While the Trust's policy is intended to result in a calculation of a Fund's NAV that fairly reflects security values as of the time of pricing, the Trust cannot ensure that fair values determined by the Advisor or persons acting at their direction would accurately reflect the price that a Fund could obtain for a security if it were to dispose of that security as of the time of pricing (for instance, in a forced or distressed sale). The prices used by a Fund may differ from the value that would be realized if the securities were sold and the differences could be material to the financial statements. Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level 2 or Level 3 in the fair value hierarchy.

The Funds disclose the fair value of their investments in a hierarchy that distinguishes between: (1) market participant assumptions which are developed based on market data obtained from sources independent of the Funds (observable inputs) and (2) the Funds' own assumptions about market participant assumptions which are developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the hierarchy are as follows:

•  Level 1 — Quoted prices in active markets for identical assets.

•  Level 2 — Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

•  Level 3 — Significant unobservable inputs (including assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, short-term debt securities maturing in sixty days or less may be valued at amortized cost. Generally, amortized cost approximates the current fair value of a security, but since the valuation is not obtained from a quoted price in an active market, such securities are typically reflected as Level 2. Fair value measurements may also

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 263

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

The following is a summary of the valuations as of May 31, 2022, for each Fund based upon the three levels defined above:

Please refer to the Schedules of Portfolio Investments to view equity and debt securities segregated by industry type.

	LEVEL 1 - Quoted Prices							LEVEL 2 - Other Significant Observable Inputs									Total
	Common Stocks/ Shares of Beneficial Interest		Securities Lending Reinvestments		Futures Contracts*			Rights/ Warrants		U.S. Treasury Obligations		Repurchase Agreements		Swap Agreements*			Investment Securities, including Repurchase Agreements		Other Financial Instruments, including Futures Contracts, Swap Agreements, and Forward Currency Contracts*
Short 7-10 Year Treasury		—		—	$	11,352			—	$	74,942,747	$	61,355,455	$	(464,630	)	$	136,298,202	$	(453,278	)
Short 20+ Year Treasury		—		—		136,935			—		599,090,626		79,737,186		954,414			678,827,812		1,091,349
Short Dow30SM		—		—		818,524			—		199,534,643		44,244,479		9,977,594			243,779,122		10,796,118
Short Financials		—		—		—			—		—		15,866,010		289,216			15,866,010		289,216
Short FTSE China 50		—		—		—			—		—		5,704,241		(504,961	)		5,704,241		(504,961	)
Short High Yield		—		—		—			—		224,909,979		71,481,391		1,927,477			296,391,370		1,927,477
Short MidCap400		—		—		4,582			—		—		10,726,113		538,624			10,726,113		543,206
Short MSCI EAFE		—		—		—			—		34,990,628		35,847,364		(154,943	)		70,837,992		(154,943	)
Short MSCI Emerging Markets		—		—		—			—		—		36,552,480		3,164,814			36,552,480		3,164,814
Short QQQ		—		—		3,143,700			—		883,957,951		120,636,549		130,190,158			1,004,594,500		133,333,858
Short Real Estate		—		—		—			—		—		14,964,240		(99,868	)		14,964,240		(99,868	)
Short Russell2000		—		—		2,224,738			—		339,370,274		65,006,851		45,879,351			404,377,125		48,104,089
Short S&P500®		—		—		2,095,719			—		2,152,861,080		208,763,865		101,603,118			2,361,624,945		103,698,837
Short SmallCap600		—		—		—			—		—		6,309,515		(44,853	)		6,309,515		(44,853	)
Ultra 7-10 Year Treasury		—		—		(877	)		—		—		17,384,871		(3,260,294	)		17,384,871		(3,261,171	)
Ultra 20+ Year Treasury		—		—		(3,004	)		—		—		35,088,590		(373,104	)		35,088,590		(376,108	)
Ultra Basic Materials	$	47,814,765	$	221,659		—			—		—		8,434,210		(793,337	)		56,470,634		(793,337	)
Ultra Consumer Goods		7,095,084		48,530		—			—		—		2,127,367		(1,417,084	)		9,270,981		(1,417,084	)
Ultra Consumer Services		12,402,074		26,435		—			—		—		3,904,044		(7,394,757	)		16,332,553		(7,394,757	)
Ultra Dow30SM		336,506,815		—		(18,976	)		—		—		89,649,849		(41,920,304	)		426,156,664		(41,939,280	)
Ultra Financials		509,077,166		687,211		—			—		—		13,710,246		146,142,591			523,474,623		146,142,591
Ultra FTSE China 50		—		—		—			—		—		4,077,094		(12,060,166	)		4,077,094		(12,060,166	)
Ultra FTSE Europe		—		—		—			—		—		2,695,790		(1,091,360	)		2,695,790		(1,091,360	)
Ultra Health Care		106,313,340		51,462		—			—		—		21,512,698		(11,204,084	)		127,877,500		(11,204,084	)
Ultra High Yield		—		—		—			—		—		4,957,679		(2,571,284	)		4,957,679		(2,571,284	)

264 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

	LEVEL 1 - Quoted Prices							LEVEL 2 - Other Significant Observable Inputs									Total
	Common Stocks/ Shares of Beneficial Interest		Securities Lending Reinvestments		Futures Contracts*			Rights/ Warrants		U.S. Treasury Obligations		Repurchase Agreements		Swap Agreements*			Investment Securities, including Repurchase Agreements		Other Financial Instruments, including Futures Contracts, Swap Agreements, and Forward Currency Contracts*
Ultra Industrials	$	15,490,488	$	20,871		—			—		—	$	3,162,129	$	(4,966,409	)	$	18,673,488	$	(4,966,409	)
Ultra MidCap400		112,316,474		246,710	$	111,178			—		—		37,348,285		(26,402,875	)		149,911,469		(26,291,697	)
Ultra MSCI Brazil Capped		—		—		—			—		—		5,752,142		(2,273,213	)		5,752,142		(2,273,213	)
Ultra MSCI EAFE		—		—		—			—		—		5,476,481		(3,028,732	)		5,476,481		(3,028,732	)
Ultra MSCI Emerging Markets		—		—		—			—		—		17,573,951		(19,799,735	)		17,573,951		(19,799,735	)
Ultra MSCI Japan		2,851,199		—		—			—		—		1,081,705		(2,275,777	)		3,932,904		(2,275,777	)
Ultra Nasdaq Biotechnology		80,638,998		2,366,248		—		$	11,641		—		8,683,464		(52,388,108	)		91,700,351		(52,388,108	)
Ultra Nasdaq Cloud Computing		1,577,019		—		—			—		—		312,760		(1,210,948	)		1,889,779		(1,210,948	)
Ultra Nasdaq Cybersecurity		210,848		—		—			—		—		752,261		(1,487,155	)		963,109		(1,487,155	)
Ultra Oil & Gas		104,531,465		242,444		—			—		—		694,298		98,237,569			105,468,207		98,237,569
Ultra QQQ		3,142,111,659		13,789,342		(9,618,580	)		—	$	894,309,241		224,175,700		(891,152,417	)		4,274,385,942		(900,770,997	)
Ultra Real Estate		92,680,073		98,319		—			—		—		15,273,632		(13,422,796	)		108,052,024		(13,422,796	)
Ultra Russell2000		129,193,235		3,360,840		415,747			4,066		—		66,531,831		(64,522,027	)		199,089,972		(64,106,280	)
Ultra S&P500®		3,110,015,513		1,589,475		8,680,002			—		594,076,289		219,203,627		(509,699,401	)		3,924,884,904		(501,019,399	)
Ultra Semiconduc- tors		164,526,677		227,427		—			—		—		73,963,623		(50,937,047	)		238,717,727		(50,937,047	)
Ultra SmallCap600		29,774,034		226,827		—			—		—		6,447,256		(4,528,332	)		36,448,117		(4,528,332	)
Ultra Technology		478,961,088		569,684		—			—		—		167,884,223		(224,645,928	)		647,414,995		(224,645,928	)
Ultra Telecommuni- cations		1,704,884		53,017		—			—		—		357,543		(361,122	)		2,115,444		(361,122	)
Ultra Utilities		18,128,301		—		—			—		—		3,924,461		1,571,165			22,052,762		1,571,165
UltraPro Dow30SM		571,431,304		—		1,457,212			—		—		150,844,557		(42,045,466	)		722,275,861		(40,588,254	)
UltraPro MidCap400		25,234,912		9,835		18,946			—		—		11,048,363		(14,087,373	)		36,293,110		(14,068,427	)
UltraPro QQQ		11,112,096,239		43,716,530		16,912,746			—		4,726,736,090		1,925,468,443		(6,189,845,954	)		17,808,017,302		(6,172,933,208	)
UltraPro Russell2000		213,057,889		4,869,345		808,915			4,806		—		50,204,239		(151,407,546	)		268,136,279		(150,598,631	)
UltraPro S&P500®		2,121,864,165		278,159		75,471			—		734,410,336		80,239,486		(769,234,569	)		2,936,792,146		(769,159,098	)
UltraPro Short 20+ Year Treasury		—		—		152,150			—		244,539,637		123,998,104		5,575,109			368,537,741		5,727,259
UltraPro Short Dow30SM		—		—		161,966			—		230,515,470		68,056,851		38,752,478			298,572,321		38,914,444
UltraPro Short MidCap400		—		—		16,026			—		—		4,589,378		517,890			4,589,378		533,916
UltraPro Short QQQ		—		—		1,706,580			—		2,236,805,649		203,539,959		(38,071,163	)		2,440,345,608		(36,364,583	)
UltraPro Short Russell2000		—		—		453,293			—		85,686,546		45,730,619		(6,159,632	)		131,417,165		(5,706,339	)

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 265

	LEVEL 1 - Quoted Prices							LEVEL 2 - Other Significant Observable Inputs									Total
	Common Stocks/ Shares of Beneficial Interest		Securities Lending Reinvestments		Futures Contracts*			Rights/ Warrants		U.S. Treasury Obligations		Repurchase Agreements		Swap Agreements*			Investment Securities, including Repurchase Agreements		Other Financial Instruments, including Futures Contracts, Swap Agreements, and Forward Currency Contracts*
UltraPro Short S&P500®		—		—	$	394,324			—	$	479,246,464	$	82,174,813	$	91,906,098		$	561,421,277	$	92,300,422
UltraShort 7-10 Year Treasury		—		—		12,225			—		49,760,277		78,266,369		(2,779,027	)		128,026,646		(2,766,802	)
UltraShort 20+ Year Treasury		—		—		243,440			—		1,243,374,577		111,695,574		34,353,173			1,355,070,151		34,596,613
UltraShort Basic Materials		—		—		—			—		—		2,251,937		(625,828	)		2,251,937		(625,828	)
UltraShort Consumer Goods		—		—		—			—		—		2,007,935		44,550			2,007,935		44,550
UltraShort Consumer Services		—		—		—			—		—		2,073,388		1,028,385			2,073,388		1,028,385
UltraShort Dow30SM		—		—		358,149			—		49,943,105		36,120,384		1,213,303			86,063,489		1,571,452
UltraShort Financials		—		—		—			—		—		10,914,793		(329,862	)		10,914,793		(329,862	)
UltraShort FTSE China 50		—		—		—			—		—		19,218,541		(7,304,111	)		19,218,541		(7,304,111	)
UltraShort FTSE Europe		—		—		—			—		—		39,136,139		(1,792,395	)		39,136,139		(1,792,395	)
UltraShort Health Care		—		—		—			—		—		2,904,771		(326,185	)		2,904,771		(326,185	)
UltraShort Industrials		—		—		—			—		—		2,010,597		494,761			2,010,597		494,761
UltraShort MidCap400		—		—		14,228			—		—		2,308,157		(452,177	)		2,308,157		(437,949	)
UltraShort MSCI Brazil Capped		—		—		—			—		—		10,280,163		(7,837,556	)		10,280,163		(7,837,556	)
UltraShort MSCI EAFE		—		—		—			—		—		1,418,701		(8,648	)		1,418,701		(8,648	)
UltraShort MSCI Emerging Markets		—		—		—			—		—		8,738,608		(654,455	)		8,738,608		(654,455	)
UltraShort MSCI Japan		—		—		—			—		—		4,929,962		(15,761	)		4,929,962		(15,761	)
UltraShort Nasdaq Biotechnology		—		—		—			—		—		3,628,839		3,196,139			3,628,839		3,196,139
UltraShort Oil & Gas		—		—		—			—		—		26,446,572		(21,415,236	)		26,446,572		(21,415,236	)
UltraShort QQQ		—		—		1,392,210			—		219,699,197		71,178,161		49,549,009			290,877,358		50,941,219
UltraShort Real Estate		—		—		—			—		—		21,057,903		3,149,092			21,057,903		3,149,092
UltraShort Russell2000		—		—		(40,295	)		—		34,991,662		60,585,395		(149,959	)		95,577,057		(190,254	)
UltraShort S&P500®		—		—		451,409			—		522,077,108		82,376,178		87,697,655			604,453,286		88,149,064
UltraShort Semiconduc- tors		—		—		—			—		—		6,253,154		(907,917	)		6,253,154		(907,917	)

266 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

	LEVEL 1 - Quoted Prices						LEVEL 2 - Other Significant Observable Inputs									Total
	Common Stocks/ Shares of Beneficial Interest		Securities Lending Reinvestments		Futures Contracts*		Rights/ Warrants		U.S. Treasury Obligations		Repurchase Agreements		Swap Agreements*			Investment Securities, including Repurchase Agreements		Other Financial Instruments, including Futures Contracts, Swap Agreements, and Forward Currency Contracts*
UltraShort SmallCap600		—		—		—		—		—	$	3,783,823	$	(446,065	)	$	3,783,823	$	(446,065	)
UltraShort Technology		—		—		—		—		—		5,112,978		2,484,312			5,112,978		2,484,312
UltraShort Utilities		—		—		—		—		—		2,281,332		(368,029	)		2,281,332		(368,029	)

*  These investments are recorded in the financial statements at the unrealized gain or loss on the investment.

Foreign Currency Translation

Each Fund's accounting records are maintained in U.S. dollars. Assets and liabilities denominated in foreign currencies and commitments under forward foreign currency exchange contracts are translated into U.S. dollars as of the close of London world markets. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Repurchase Agreements

Each of 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 Advisor. 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 Funds may invest in repurchase agreements through joint account arrangements; in such cases, each Fund holds a pro rata share of the collateral and interest income based upon the dollar amount of the repurchase agreements entered into by each Fund. 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 Advisor.

On May 31, 2022, the Funds had interest in joint repurchase agreements with the following counterparties, for the time periods and rates indicated. Amounts shown in the table below represent Principal Amount, Cost and Value for each respective repurchase agreement.

Fund Name	Bank of America Securities, Inc., 0.77%, dated 05/31/2022 due 06/01/2022 (a)		Barclays Capital, Inc., 0.50%, dated 05/31/2022 due 06/01/2022 (b)		Barclays Capital, Inc., 0.55%, dated 05/31/2022 due 06/01/2022 (c)		Barclays Capital, Inc., 0.65%, dated 05/31/2022 due 06/01/2022 (d)		Barclays Capital, Inc., 0.76%, dated 05/31/2022 due 06/01/2022 (e)		BNP Paribas Securities Corp., 0.59%, dated 05/31/2022 due 06/01/2022 (f)		BNP Paribas Securities Corp., 0.77%, dated 05/31/2022 due 06/01/2022 (g)		ING Financial Markets LLC, 0.77%, dated 05/31/2022 due 06/01/2022 (h)		Total
Short 7-10 Year Treasury	$	4,036,864	$	749,703	$	3,460,169	$	5,766,949	$	6,915,458	$	5,766,949	$	29,411,439	$	5,247,924	$	61,355,455
Short 20+ Year Treasury		5,246,285		974,310		4,496,815		7,494,692		8,987,290		7,494,692		38,222,932		6,820,170		79,737,186
Short Dow30SM		2,911,052		540,624		2,495,188		4,158,646		4,986,857		4,158,646		21,209,098		3,784,368		44,244,479
Short Financials		1,043,900		193,867		894,771		1,491,285		1,788,280		1,491,285		7,605,553		1,357,069		15,866,010
Short FTSE China 50		375,309		69,700		321,693		536,156		642,932		536,156		2,734,393		487,902		5,704,241
Short High Yield		4,703,097		873,432		4,031,226		6,718,710		8,056,768		6,718,710		34,265,422		6,114,026		71,481,391
Short MidCap400		705,721		131,063		604,904		1,008,173		1,208,956		1,008,173		5,141,685		917,438		10,726,113
Short MSCI EAFE		2,358,567		438,020		2,021,629		3,369,381		4,040,406		3,369,381		17,183,844		3,066,136		35,847,364

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 267

Fund Name	Bank of America Securities, Inc., 0.77%, dated 05/31/2022 due 06/01/2022 (a)		Barclays Capital, Inc., 0.50%, dated 05/31/2022 due 06/01/2022 (b)		Barclays Capital, Inc., 0.55%, dated 05/31/2022 due 06/01/2022 (c)		Barclays Capital, Inc., 0.65%, dated 05/31/2022 due 06/01/2022 (d)		Barclays Capital, Inc., 0.76%, dated 05/31/2022 due 06/01/2022 (e)		BNP Paribas Securities Corp., 0.59%, dated 05/31/2022 due 06/01/2022 (f)		BNP Paribas Securities Corp., 0.77%, dated 05/31/2022 due 06/01/2022 (g)		ING Financial Markets LLC, 0.77%, dated 05/31/2022 due 06/01/2022 (h)		Total
Short MSCI Emerging Markets	$	2,404,960	$	446,635	$	2,061,393	$	3,435,657	$	4,119,881	$	3,435,657	$	17,521,849	$	3,126,448	$	36,552,480
Short QQQ		7,937,246		1,474,060		6,803,354		11,338,923		13,597,115		11,338,923		57,828,508		10,318,420		120,636,549
Short Real Estate		984,568		182,848		843,915		1,406,525		1,686,641		1,406,525		7,173,280		1,279,938		14,964,240
Short Russell2000		4,277,107		794,320		3,666,091		6,110,152		7,327,013		6,110,152		31,161,777		5,560,239		65,006,851
Short S&P500®		13,735,557		2,550,889		11,773,335		19,622,224		23,530,068		19,622,224		100,073,344		17,856,224		208,763,865
Short SmallCap600		415,133		77,096		355,828		593,047		711,155		593,047		3,024,537		539,672		6,309,515
Ultra 7-10 Year Treasury		1,143,833		212,426		980,428		1,634,046		1,959,474		1,634,046		8,333,636		1,486,982		17,384,871
Ultra 20+ Year Treasury		2,308,643		428,748		1,978,837		3,298,062		3,954,884		3,298,062		16,820,117		3,001,237		35,088,590
Ultra Basic Materials		554,926		103,058		475,651		792,752		950,631		792,752		4,043,035		721,405		8,434,210
Ultra Consumer Goods		139,969		25,994		119,974		199,956		239,779		199,956		1,019,779		181,960		2,127,367
Ultra Consumer Services		256,865		47,704		220,170		366,951		440,030		366,951		1,871,448		333,925		3,904,044
Ultra Dow30SM		5,898,485		1,095,433		5,055,845		8,426,408		10,104,560		8,426,408		42,974,679		7,668,031		89,649,849
Ultra Financials		902,062		167,526		773,196		1,288,659		1,545,301		1,288,659		6,572,163		1,172,680		13,710,246
Ultra FTSE China 50		268,251		49,818		229,929		383,216		459,535		383,216		1,954,402		348,727		4,077,094
Ultra FTSE Europe		177,369		32,940		152,030		253,384		303,846		253,384		1,292,258		230,579		2,695,790
Ultra Health Care		1,415,422		262,864		1,213,218		2,022,031		2,424,726		2,022,031		10,312,358		1,840,048		21,512,698
Ultra High Yield		326,189		60,578		279,591		465,984		558,787		465,984		2,376,521		424,045		4,957,679
Ultra Industrials		208,051		38,638		178,330		297,216		356,408		297,216		1,515,803		270,467		3,162,129
Ultra MidCap400		2,457,319		456,359		2,106,274		3,510,456		4,209,579		3,510,456		17,903,327		3,194,515		37,348,285
Ultra MSCI Brazil Capped		378,460		70,286		324,395		540,658		648,332		540,658		2,757,355		491,998		5,752,142
Ultra MSCI EAFE		360,323		66,917		308,849		514,748		617,262		514,748		2,625,214		468,420		5,476,481
Ultra MSCI Emerging Markets		1,156,274		214,736		991,091		1,651,818		1,980,785		1,651,818		8,424,274		1,503,155		17,573,951
Ultra MSCI Japan		71,170		13,217		61,003		101,672		121,921		101,672		518,528		92,522		1,081,705
Ultra Nasdaq Biotechnology		571,326		106,103		489,708		816,180		978,725		816,180		4,162,518		742,724		8,683,464
Ultra Nasdaq Cloud Computing		20,578		3,822		17,638		29,397		35,252		29,397		149,925		26,751		312,760
Ultra Nasdaq Cybersecurity		49,495		9,192		42,424		70,707		84,789		70,707		360,604		64,343		752,261
Ultra Oil & Gas		45,681		8,484		39,155		65,259		78,255		65,259		332,819		59,386		694,298
Ultra QQQ		14,749,574		2,739,207		12,642,492		21,070,820		25,267,157		21,070,820		107,461,184		19,174,446		224,175,700
Ultra Real Estate		1,004,924		186,629		861,364		1,435,606		1,721,511		1,435,606		7,321,590		1,306,402		15,273,632
Ultra Russell2000		4,377,442		812,954		3,752,093		6,253,489		7,498,896		6,253,489		31,892,793		5,690,675		66,531,831
Ultra S&P500®		14,422,438		2,678,453		12,362,090		20,603,483		24,706,747		20,603,483		105,077,763		18,749,170		219,203,627
Ultra Semiconductors		4,866,415		903,763		4,171,213		6,952,021		8,336,543		6,952,021		35,455,308		6,326,339		73,963,623
Ultra SmallCap600		424,195		78,779		363,596		605,993		726,679		605,993		3,090,567		551,454		6,447,256
Ultra Technology		11,045,893		2,051,380		9,467,908		15,779,847		18,922,465		15,779,847		80,477,222		14,359,661		167,884,223
Ultra Telecommunications		23,524		4,369		20,164		33,606		40,300		33,606		171,392		30,582		357,543
Ultra Utilities		258,209		47,953		221,322		368,870		442,332		368,870		1,881,234		335,671		3,924,461
UltraPro Dow30SM		9,924,773		1,843,172		8,506,949		14,178,248		17,001,900		14,178,248		72,309,062		12,902,205		150,844,557
UltraPro MidCap400		726,924		135,000		623,078		1,038,463		1,245,275		1,038,463		5,296,159		945,001		11,048,363
UltraPro QQQ		126,685,630		23,527,331		108,587,683		180,979,471		217,022,237		180,979,471		922,995,302		164,691,318		1,925,468,443
UltraPro Russell2000		3,303,173		613,446		2,831,291		4,718,819		5,658,590		4,718,819		24,065,976		4,294,125		50,204,239
UltraPro S&P500®		5,279,333		980,448		4,525,142		7,541,905		9,043,905		7,541,905		38,463,715		6,863,133		80,239,486
UltraPro Short 20+ Year Treasury		8,158,419		1,515,135		6,992,930		11,654,884		13,976,000		11,654,884		59,439,908		10,605,944		123,998,104
UltraPro Short Dow30SM		4,477,780		831,588		3,838,098		6,396,829		7,670,783		6,396,829		32,623,829		5,821,115		68,056,851
UltraPro Short MidCap400		301,957		56,078		258,820		431,367		517,275		431,367		2,199,970		392,544		4,589,378
UltraPro Short QQQ		13,391,852		2,487,058		11,478,730		19,131,217		22,941,273		19,131,217		97,569,205		17,409,407		203,539,959
UltraPro Short Russell2000		3,008,833		558,783		2,578,999		4,298,332		5,154,362		4,298,332		21,921,495		3,911,483		45,730,619
UltraPro Short S&P500®		5,406,668		1,004,095		4,634,286		7,723,811		9,262,038		7,723,811		39,391,436		7,028,668		82,174,813
UltraShort 7-10 Year Treasury		5,149,513		956,338		4,413,868		7,356,447		8,821,511		7,356,447		37,517,878		6,694,367		78,266,369
UltraShort 20+ Year Treasury		7,348,977		1,364,810		6,299,124		10,498,539		12,589,364		10,498,539		53,542,550		9,553,671		111,695,574

268 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

Fund Name	Bank of America Securities, Inc., 0.77%, dated 05/31/2022 due 06/01/2022 (a)		Barclays Capital, Inc., 0.50%, dated 05/31/2022 due 06/01/2022 (b)		Barclays Capital, Inc., 0.55%, dated 05/31/2022 due 06/01/2022 (c)		Barclays Capital, Inc., 0.65%, dated 05/31/2022 due 06/01/2022 (d)		Barclays Capital, Inc., 0.76%, dated 05/31/2022 due 06/01/2022 (e)		BNP Paribas Securities Corp., 0.59%, dated 05/31/2022 due 06/01/2022 (f)		BNP Paribas Securities Corp., 0.77%, dated 05/31/2022 due 06/01/2022 (g)		ING Financial Markets LLC, 0.77%, dated 05/31/2022 due 06/01/2022 (h)		Total
UltraShort Basic Materials	$	148,166	$	27,516	$	126,999	$	211,665	$	253,819	$	211,665	$	1,079,491	$	192,616	$	2,251,937
UltraShort Consumer Goods		132,111		24,535		113,238		188,731		226,317		188,731		962,527		171,745		2,007,935
UltraShort Consumer Services		136,418		25,335		116,930		194,883		233,694		194,883		993,901		177,344		2,073,388
UltraShort Dow30SM		2,376,530		441,356		2,037,026		3,395,043		4,071,179		3,395,043		17,314,718		3,089,489		36,120,384
UltraShort Financials		718,136		133,368		615,545		1,025,908		1,230,221		1,025,908		5,232,131		933,576		10,914,793
UltraShort FTSE China 50		1,264,478		234,832		1,083,838		1,806,398		2,166,149		1,806,398		9,212,627		1,643,821		19,218,541
UltraShort FTSE Europe		2,574,951		478,205		2,207,101		3,678,501		4,411,088		3,678,501		18,760,356		3,347,436		39,136,139
UltraShort Health Care		191,119		35,493		163,816		273,027		327,400		273,027		1,392,435		248,454		2,904,771
UltraShort Industrials		132,287		24,568		113,389		188,981		226,617		188,981		963,802		171,972		2,010,597
UltraShort MidCap400		151,864		28,203		130,170		216,949		260,156		216,949		1,106,442		197,424		2,308,157
UltraShort MSCI Brazil Capped		676,380		125,613		579,755		966,258		1,158,692		966,258		4,927,913		879,294		10,280,163
UltraShort MSCI EAFE		93,343		17,335		80,008		133,347		159,904		133,347		680,071		121,346		1,418,701
UltraShort MSCI Emerging Markets		574,955		106,777		492,818		821,363		984,940		821,363		4,188,952		747,440		8,738,608
UltraShort MSCI Japan		324,365		60,239		278,028		463,379		555,663		463,379		2,363,234		421,675		4,929,962
UltraShort Nasdaq Biotechnology		238,759		44,341		204,651		341,083		409,011		341,083		1,739,525		310,386		3,628,839
UltraShort Oil & Gas		1,740,044		323,151		1,491,467		2,485,778		2,980,830		2,485,778		12,677,467		2,262,057		26,446,572
UltraShort QQQ		4,683,146		869,727		4,014,125		6,690,209		8,022,590		6,690,209		34,120,065		6,088,090		71,178,161
UltraShort Real Estate		1,385,498		257,307		1,187,570		1,979,284		2,373,465		1,979,284		10,094,347		1,801,148		21,057,903
UltraShort Russell2000		3,986,198		740,294		3,416,741		5,694,569		6,828,665		5,694,569		29,042,301		5,182,058		60,585,395
UltraShort S&P500®		5,419,916		1,006,556		4,645,643		7,742,738		9,284,734		7,742,738		39,487,962		7,045,891		82,376,178
UltraShort Semiconductors		411,424		76,407		352,650		587,749		704,802		587,749		2,997,521		534,852		6,253,154
UltraShort SmallCap600		248,956		46,235		213,390		355,651		426,480		355,651		1,813,818		323,642		3,783,823
UltraShort Technology		336,407		62,476		288,349		480,581		576,290		480,581		2,450,965		437,329		5,112,978
UltraShort Utilities		150,100		27,876		128,657		214,428		257,132		214,428		1,093,582		195,129		2,281,332
	$	342,278,054	$	63,565,924	$	293,381,191	$	488,968,650	$	586,348,662	$	488,968,650	$	2,493,740,115	$	444,961,469	$	5,202,212,715

Each Repurchase Agreement was fully collateralized by U.S. government and/or agency securities at May 31, 2022 as follows:

(a)  U.S. Treasury Bonds, 0%, due 11/15/2022 to 5/15/2052, which had an aggregate value at the Trust level of $357,000,024.

(b)  U.S. Treasury Bonds, 2.75% to 4.5%, due 8/15/2039 to 11/15/2047, which had an aggregate value at the Trust level of $66,300,000.

(c)  U.S. Treasury Bonds, 1.38% to 3%, due 2/15/2047 to 8/15/2050; U.S. Treasury Notes, 0.63% to 1.25%, due 8/31/2024 to 5/15/2030, which had an aggregate value at the Trust level of $306,000,010.

(d)  U.S. Treasury Notes, 0.25% to 0.38%, due 1/15/2025 to 7/15/2025, which had an aggregate value at the Trust level of $510,000,118.

(e)  U.S. Treasury Notes, 0.13% to 2.38%, due 7/15/2022 to 10/31/2027, which had an aggregate value at the Trust level of $611,568,562.

(f)  U.S. Treasury Bonds, 0% to 1.88%, due 2/15/2027 to 11/15/2051; U.S. Treasury Notes, 0.38% to 2.75%, due 11/15/2024 to 1/15/2029, which had an aggregate value at the Trust level of $510,000,000.

(g)  U.S. Treasury Bills, 0%, due 11/25/2022; U.S. Treasury Bonds, 0% to 5%, due 2/15/2027 to 11/15/2051; U.S. Treasury Notes, 0.38% to 2.75%, due 7/15/2023 to 5/31/2029, which had an aggregate value at the Trust level of $2,601,000,015.

(h)  Federal Farm Credit Bank, 1.12%, due 11/16/2022; Federal Home Loan Bank, 0.5% to 1.2%, due 5/20/2024 to 6/13/2025; Federal Home Loan Mortgage Corp., 0%, due 9/15/2029 to 3/15/2031; Federal National Mortgage Association, 0% to 6.63%, due 9/6/2024 to 11/15/2030; U.S. Treasury Bills, 0%, due 11/3/2022 to 5/18/2023; U.S. Treasury Bonds, 0.63% to 5.5%, due 8/15/2028 to 8/15/2046; U.S. Treasury Notes, 0.13% to 2.88%, due 11/15/2022 to 1/15/2032, which had an aggregate value at the Trust level of $464,103,342.

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 269

Equity Securities

Certain Funds may invest in or seek leveraged, inverse, or inverse leveraged exposure to equity securities, including shares of foreign or U.S. common stock, Real Estate Investment Trusts, Depositary Receipts, and shares of other Investment Companies, including other exchange traded funds ("ETFs").

Real Estate Investment Trusts ("REITs")

REITs report information on the source of their distributions annually. A portion of distributions received from REITs during the period is estimated to be dividend income, realized gain or return of capital. These estimates are adjusted when the actual source of distributions is disclosed by the REITs.

Debt Instruments

Certain Funds may invest in or seek leveraged, inverse, or inverse leveraged exposure to debt instruments, including U.S. government securities. Additionally, certain Funds may invest in or seek leveraged or inverse exposure to (lower rated) debt instruments (also known as "junk bonds"), that are rated below "investment grade" by Moody's, Standard and Poor's and/or Fitch, Inc.

Securities Lending

Each Fund may lend securities to brokers, dealers and financial organizations in exchange for collateral in the amount of at least 102% of the value of U.S. dollar-denominated securities loaned or at least 105% of the value of non-U.S. dollar-denominated securities loaned, marked to market daily. Each security loaned will be secured continuously by collateral in the form of cash, Money Market Instruments or U.S. Government securities. When a Fund lends its securities, it continues to receive payments equal to the dividends and interest paid on the securities loaned and simultaneously may earn interest on the reinvestment of the cash collateral. Any cash collateral received by the Fund in connection with these loans may be reinvested in a variety of short-term investments. Any securities collateral received by the Fund in connection with these loans may not be sold or pledged by the Fund and, accordingly, are not reflected in the Fund's assets and liabilities. The Funds may incur fees and expenses in connection with the reinvestment of cash collateral. For security loans collateralized by cash, borrowers may be entitled to receive a fee based on the amount of collateral. The Funds are typically compensated by the difference between the amount earned on the reinvestment of cash collateral and any fees paid to the borrower. Although voting and other rights attendant to securities loaned pass to the borrower, such loans may be recalled so that the securities may be voted on by the Fund if a material event affecting the Fund's investment in the securities on loan is to occur. Security loans are subject to termination by the Fund or the borrower at any time. Not all Funds may participate in securities lending at any given time. No securities loan shall be made on behalf of a Fund if, as a result, the aggregate value of all securities loaned by the particular Fund exceeds one-third of the value of such Fund's total assets (including the value of the collateral received).

Securities lending involves exposure to certain risks, including "gap" risk (i.e., the risk of a mismatch between the return on cash collateral

reinvestments and any fees a Fund has agreed to pay a borrower), operational risk (i.e., the risk of losses resulting from problems in the settlement and the accounting process), legal, counterparty and credit risk. If a securities lending counterparty were to default, a Fund would be subject to the risk of a possible delay in receiving collateral or in recovering the loaned securities, or to a possible loss of rights in the collateral. In the event a borrower does not return a Fund's securities as agreed, the Fund may experience losses if the proceeds received from liquidating the collateral do not at least equal the value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in purchasing replacement securities. This event could trigger adverse tax consequences for a Fund. The investment of cash collateral deposited by the borrower is subject to inherent market risks such as interest rate risk, credit risk, liquidity risk, and other risks that are present in the market. A Fund could lose money if its short-term reinvestment of the collateral declines in value over the period of the loan. The market value of the loaned securities is determined at the close of each business day of the Fund and any additional required collateral is delivered to the Fund, or excess collateral returned by the Fund, on the next business day.

Accounting for Derivatives Instruments

In seeking to achieve the investment objectives of Funds, the Advisor uses a passive or mathematical approach to investing. Using this approach, the Advisor determines the type, quantity and mix of investment positions, including derivative positions, that a Fund should hold to approximate, on a daily basis, the corresponding performance, inverse, multiple, or inverse multiple of the performance of its index or benchmark, as appropriate, based upon each Fund's investment objective.

In connection with its management of certain series of the Trust included in this report (ProShares Ultra Basic Materials, ProShares Ultra Consumer Good, ProShares Ultra Consumer Services, ProShares Ultra Financials, ProShares Ultra Health Care, ProShares Ultra Industrials, ProShares Ultra Nasdaq Biotechnology, ProShares Ultra Nasdaq Cloud Computing, ProShares Ultra Nasdaq Cybersecurity, ProShares Ultra Oil and Gas, ProShares Ultra Real Estate, ProShares Ultra Technology, ProShares Ultra Telecommunications, ProShares Ultra Utilities, ProShares UltraPro Dow30^SM, ProShares UltraPro MidCap400, ProShares UltraPro QQQ, ProShares UltraPro Russell2000, ProShares UltraPro S&P500^®, ProShares UltraPro Short Dow 30^SM, ProShares UltraPro Short MidCap400, ProShares UltraPro Short QQQ, ProShares UltraPro Short Russell2000, ProShares UltraPro Short S&P500^®, ProShares UltraShort Basic Materials, ProShares UltraShort Consumer Goods, ProShares UltraShort Consumer Services, ProShares UltraShort Dow30^SM, ProShares UltraShort Financials, ProShares UltraShort Health Care, ProShares UltraShort Industrials, ProShares UltraShort MidCap400, ProShares UltraShort Nasdaq Biotechnology, ProShares UltraShort Oil & Gas, ProShares UltraShort QQQ, ProShares UltraShort Real Estate, ProShares UltraShort S&P500^®, ProShares UltraShort SmallCap600, ProShares UltraShort Technology and ProShares UltraShort Utilities (the "Commodity Pools")), the Advisor has registered as a commodity pool operator (a "CPO") and the Commodity Pools are commodity pools under the Commodity Exchange

270 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

Act (the "CEA"). Accordingly, the Advisor is subject to registration and regulation as a CPO under the CEA, and must comply with various regulatory requirements under the CEA and the rules and regulations of the Commodity Futures Trading Commission ("CFTC") and the National Futures Association ("NFA"), including investor protection requirements, antifraud provisions, disclosure requirements and reporting and record keeping requirements. The Advisor is also subject to periodic inspections and audits by the CFTC and NFA. Compliance with these regulatory requirements could adversely affect the Commodity Pools' total return. In this regard, any further amendment to the CEA or its related regulations that subject the Advisor or the Commodity Pools to additional regulation may have adverse impacts on the Commodity Pools' operations and expenses.

All open derivative positions at period end are reflected on each respective Fund's Schedule of Portfolio Investments. Certain Funds utilized a varying level of derivative instruments in conjunction with investment securities in seeking to meet their investment objective during the period. While the volume of open positions may vary on a daily basis as each Fund transacts derivative contracts in order to achieve the appropriate exposure to meet its investment objective, with the exception of the Funds listed below, 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.

	Average quarterly exposure to derivatives (notional amounts in comparison to net assets)
Ultra 7-10 Year Treasury		157	%
Ultra 20+ Year Treasury		178	%
Ultra Industrials		119	%
Ultra MSCI Japan		180	%
Ultra Nasdaq Cloud Computing		135	%
Ultra Oil & Gas		126	%
Ultra Real Estate		120	%
Ultra Semiconductors		122	%
Ultra SmallCap600		125	%
UltraPro MidCap400		227	%

For financial reporting purposes, the Trust can offset financial assets and financial liabilities that are subject to master netting arrangements or similar agreements in the Statement of Assets and Liabilities. Funds holding non-exchange traded swap agreements present the gross amounts of these assets and liabilities on their Schedule of Portfolio Investments. Information concerning the value of and amounts due under Repurchase Agreement transactions may be found on each Fund's Schedule of Portfolio Investments. Information concerning the counterparties to each Repurchase Agreement and levels of collateralization may be found above, under the caption "Repurchase Agreements."

Following is a description of the Funds' use of derivative instruments, the types of derivatives utilized by the Funds during the reporting period, as well as the primary underlying risk exposures related to each instrument type.

Futures Contracts

Each Fund may purchase or sell futures contracts and options thereon as a substitute for a comparable market position in the underlying securities or to satisfy regulatory requirements. A physical-settlement futures contract generally obligates the seller to deliver (and the purchaser to take delivery of) the specified asset on the expiration date of the contract. A cash-settled futures contract obligates the seller to deliver (and the purchaser to accept) an amount of cash equal to a specific dollar amount (the contract multiplier) multiplied by the difference between the final settlement price of a specific futures contract and the price at which the agreement is made. No physical delivery of the underlying asset is made.

The Funds generally engage in closing or offsetting transactions before final settlement of a futures contract, wherein a second identical futures contract is sold to offset a long position (or bought to offset a short position). In such cases, the obligation is to deliver (or take delivery of) cash equal to a specific dollar amount (the contract multiplier) multiplied by the difference between the price of the offsetting transaction and the price at which the original contract was entered into. If the original position entered into is a long position (futures contract purchased) there will be a gain (loss) if the offsetting sell transaction is carried out at a higher (lower) price, inclusive of commissions. If the original position entered into is a short position (futures contract sold) there will be a gain (loss) if the offsetting buy transaction is carried out at a lower (higher) price, inclusive of commissions.

Whether a Fund realizes a gain or loss from futures activities depends generally upon movements in the underlying security or index. The extent of the Fund's loss from an unhedged short position in futures contracts or from writing options on futures contracts is potentially unlimited. Each Fund will engage in transactions in futures contracts and related options that are traded on a U.S. exchange or board of trade or that have been approved for sale in the U.S. by the CFTC.

Upon entering into a futures contract, each Fund will be required to deposit with the broker an amount of cash or cash equivalents in the range of approximately 5% to 10% of the contract amount for equity, index futures and in the range of approximately 1% to 3% of the contract amount for bond futures (these amounts are subject to change by the exchange on which the contract is traded). This amount, known as "initial margin," is in the nature of a performance bond or good faith deposit on the contract and is returned to the Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. Subsequent payments, known as "variation margin," to and from the broker will be made as the price of the security or index underlying the futures contract fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as "marking-to-market." At any time prior to expiration of a futures contract, a Fund may elect to close its position by taking an opposite position, which will operate to terminate the Fund's existing position in the contract.

The primary risks associated with the use of futures contracts are imperfect correlation between movements in the price of the futures and the market value of the underlying assets, and the possibility of an illiquid market for a futures contract. Although each Fund intends to

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 271

sell futures contracts only if there is an active market for such contracts, no assurance can be given that a liquid market will exist for any particular contract at any particular time. 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 periods during the day. Futures contract 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 that 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. In addition, although the counterparty to a futures contract is often a clearing organization, backed by a group of financial institutions, there may be instances in which the counterparty could fail to perform its obligations, causing significant losses to a Fund.

Forward Currency Contracts

Each Fund may invest in forward currency contracts for investment or risk management purposes. A forward currency contract is an obligation to buy or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into on the interbank market conducted directly between currency traders (usually large commercial banks) and their customers.

At or before the maturity of a forward currency contract, a Fund may either sell a portfolio security and make delivery of the currency, or retain the security and terminate its contractual obligation to deliver the currency by buying an "offsetting" contract obligating it to buy, on the same maturity date, the same amount of the currency. If the Fund engages in an offsetting transaction, it may later enter into a new forward currency contract to sell the currency.

If a Fund engages in offsetting transactions, the Fund will incur a gain or loss, to the extent that there has been movement in forward currency contract prices. If forward prices go down during the period between the date a Fund enters into a forward currency contract for the sale of a currency and the date it enters into an offsetting contract for the purchase of the currency, the Fund will realize a gain to the extent that the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to buy. If forward prices go up, the Fund will suffer a loss to the extent the price of the currency it has agreed to buy exceeds the price of the currency it has agreed to sell.

Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in U.S. dollars without the delivery of foreign currency.

Swap Agreements

Each Fund may enter into swap agreements to gain exposure to an underlying asset without actually purchasing such asset (or shorting such asset), or to hedge a position, including in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a day to more than one year. In a standard "swap" transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on a particular pre-determined investment or instrument. The gross return to be exchanged or "swapped" between the parties is calculated with respect to a "notional amount," e.g., the return on or change in value of a particular dollar amount invested in a "basket" of securities or an ETF representing a particular index or group of securities.

Most swap agreements entered into by a Fund calculate and settle the obligations of the parties to the agreement on a "net basis" with a single payment. Consequently, a 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 the positions held by each party to the agreement (the "net amount").

When investing in swap agreements, the Funds may hold or gain exposure to only a representative sample of the securities in an index, or to a component of the index.

On a typical long swap, the counterparty will generally agree to pay the Fund the amount, if any, by which the notional amount of the swap agreement would have increased in value had it been invested in the particular underlying assets (e.g., an ETF, or securities comprising an index), plus any dividends or interest that would have been received on those assets. The Fund will agree to pay to the counterparty a floating rate of interest on the notional amount of the swap agreement plus the amount, if any, by which the notional amount would have decreased in value had it been invested in such assets plus, in certain circumstances, commissions or trading spreads on the notional amount. Therefore, the return to the Fund on a long swap should be the gain or loss on the notional amount plus dividends or interest on the assets less the interest paid by the Fund on the notional amount. As a trading technique, the Advisor may substitute physical securities with a swap agreement having investment characteristics substantially similar to the underlying securities.

Some Funds may also enter into swap agreements that provide the opposite return of their index or a security. These swaps are similar to the long swaps disclosed above except that the counterparty pays interest to each Fund on the notional amount outstanding and that dividends or interest on the underlying instruments reduce the value of the swap. In addition, in certain instances, each Fund will agree to pay to the counterparty commissions or trading spreads on the notional amount. These amounts are netted with any unrealized gain or loss to determine the value of the swap.

272 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

A Fund's current obligations under most swap agreements (total return swaps, equity/index swaps, interest rate swaps) will be accrued daily (offset against any amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by segregating or earmarking cash and/or securities determined to be liquid, but typically no payments will be made until the settlement date.

A Fund will not enter into uncleared swap agreements (i.e., not cleared by a central counterparty) unless the Advisor believes that the counterparty to the transaction is creditworthy. The counterparty to an uncleared swap agreement will typically be a major global financial institution. A 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. If such a default occurs, a Fund will have contractual remedies pursuant to the swap agreements, but such remedies may be subject to bankruptcy and insolvency laws that could affect the Fund's rights as a creditor.

In the normal course of business, a Fund enters into International Swaps and Derivatives Association ("ISDA") agreements with certain counterparties for derivative transactions. These agreements contain, among other conditions, events of default and termination events, and various covenants and representations. Certain of the Fund's ISDA agreements contain provisions that require the Fund to maintain a pre-determined level of net assets, and/or provide limits regarding the decline of the Fund's NAV over specific periods of time, which may or may not be exclusive of redemptions. If the Fund were to trigger such provisions and have open derivative positions at that time, counterparties to the ISDA agreements could elect to terminate such ISDA agreements and request immediate payment in an amount equal to the net liability positions, if any, under the relevant ISDA agreement. Pursuant to the terms of its ISDA agreements, the Fund will have already collateralized its liability under such agreements, in some cases only in excess of certain threshold amounts. The Funds seek to mitigate 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 certain minimum thresholds, although the Funds may not always be successful. To the extent any such collateral is insufficient or there are delays in accessing the collateral, the Funds will be exposed to risks, including possible delays in recovering amounts as a result of bankruptcy proceedings.

The use of swaps is a highly specialized activity which involves investment techniques and risks in addition to, and in some cases different from, those associated with ordinary portfolio securities transactions. The primary risks associated with the use of swap agreements are mispricing or improper valuation, imperfect correlation between movements in the notional amount and the price of the underlying investments, and the inability of counterparties or clearing organizations to perform. A Fund may use a combination of swaps on an underlying index and swaps on an ETF that is designed to track the performance of that index, or it may solely use swaps on an ETF to achieve its desired investment exposure. The performance of an ETF may not track the performance of its underlying index due to embedded costs and other factors. Thus, to the extent a Fund invests in swaps that use an ETF as the reference asset, that Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with its index as it would if the Fund used only swaps on the underlying index. The Advisor, under supervision from the Board, is responsible for determining and monitoring the liquidity of the Funds' transactions in swap agreements.

All of the outstanding swap agreements held by the Funds on May 31, 2022 contractually terminate within 23 months but may be terminated without penalty by either party daily. Upon termination, the Fund is entitled to receive or pay the "unrealized appreciation or depreciation" amount existing at the date of termination.

The Financial Accounting Standards Board, pursuant to Accounting Standards Codification 815-10 ("ASC 815-10"), requires companies (including the Trust) to disclose information intended to enable financial statement users to understand how derivative instruments affect the Statements of Assets and Liabilities as well as the effect of derivative instruments on the Statements of Operations during the reporting period, in the context of each entity's risk exposure. ASC 815-10 provides examples of risk exposure, including interest rate, foreign exchange, equity and credit.

As the Funds' investment objective is to approximate, on a daily basis, the corresponding performance, inverse, multiple, or inverse multiple of the performance of its index, the derivatives utilized are aligned to the same primary risk. The primary risk exposure for those Funds benchmarked to an equity index is equity risk, for Funds benchmarked to a fixed-income index the primary risk is interest rate risk.

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 273

The following tables indicate the location of derivative-related items on the Statements of Assets and Liabilities as well as the effect of derivative instruments on the Statements of Operations during the reporting period.

Fair Value of Derivative Instruments as of May 31, 2022

Asset Derivatives					Liabilities Derivatives
Derivatives not accounted for as hedging instruments under ASC 815	Statements of Assets and Liabilities Location	Fund	Unrealized Appreciation*		Statements of Assets and Liabilities Location	Fund	Unrealized Depreciation*
Equity and Bond index futures contracts/ Non-exchange traded swap agreements	Net assets consist of: Net unrealized appreciation (depreciation) on: futures contracts*; Assets: Unrealized appreciation on non-exchange traded swap agreements				Net assets consist of: Net unrealized appreciation (depreciation) on: futures contracts*; Liabilities: Unrealized depreciation on non-exchange traded swap agreements
		Short 7-10 Year Treasury	$	2,651,665		Short 7-10 Year Treasury	$	3,104,943
		Short 20+ Year Treasury		8,462,131		Short 20+ Year Treasury		7,370,782
		Short Dow30SM		10,908,993		Short Dow30SM		112,875
		Short Financials		661,249		Short Financials		372,033
		Short FTSE China 50		243,135		Short FTSE China 50		748,096
		Short High Yield		2,516,197		Short High Yield		588,720
		Short MidCap400		756,159		Short MidCap400		212,953
		Short MSCI EAFE		1,225,695		Short MSCI EAFE		1,380,638
		Short MSCI Emerging Markets		3,921,247		Short MSCI Emerging Markets		756,433
		Short QQQ		134,573,076		Short QQQ		1,239,218
		Short Real Estate		326,028		Short Real Estate		425,896
		Short Russell2000		48,950,569		Short Russell2000		846,480
		Short S&P500®		108,731,056		Short S&P500®		5,032,219
		Short SmallCap600		287,375		Short SmallCap600		332,228
		Ultra 7-10 Year Treasury		—		Ultra 7-10 Year Treasury		3,261,171
		Ultra 20+ Year Treasury		—		Ultra 20+ Year Treasury		376,108
		Ultra Basic Materials		697,152		Ultra Basic Materials		1,490,489
		Ultra Consumer Goods		736,392		Ultra Consumer Goods		2,153,476
		Ultra Consumer Services		—		Ultra Consumer Services		7,394,757
		Ultra Dow30SM		4,217		Ultra Dow30SM		41,943,497
		Ultra Financials		146,142,591		Ultra Financials		—
		Ultra FTSE China 50		—		Ultra FTSE China 50		12,060,166
		Ultra FTSE Europe		56,204		Ultra FTSE Europe		1,147,564
		Ultra Health Care		48,645		Ultra Health Care		11,252,729
		Ultra High Yield		—		Ultra High Yield		2,571,284
		Ultra Industrials		—		Ultra Industrials		4,966,409
		Ultra MidCap400		111,178		Ultra MidCap400		26,402,875
		Ultra MSCI Brazil Capped		19,592		Ultra MSCI Brazil Capped		2,292,805
		Ultra MSCI EAFE		—		Ultra MSCI EAFE		3,028,732
		Ultra MSCI Emerging Markets		—		Ultra MSCI Emerging Markets		19,799,735
		Ultra MSCI Japan		—		Ultra MSCI Japan		2,275,777
		Ultra Nasdaq Biotechnology		—		Ultra Nasdaq Biotechnology		52,388,108
		Ultra Nasdaq Cloud Computing		—		Ultra Nasdaq Cloud Computing		1,210,948
		Ultra Nasdaq Cybersecurity		—		Ultra Nasdaq Cybersecurity		1,487,155

274 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

Asset Derivatives					Liabilities Derivatives
Derivatives not accounted for as hedging instruments under ASC 815	Statements of Assets and Liabilities Location	Fund	Unrealized Appreciation*		Statements of Assets and Liabilities Location	Fund	Unrealized Depreciation*
Equity and Bond index futures contracts/ Non-exchange traded swap agreements	Net assets consist of: Net unrealized appreciation (depreciation) on: futures contracts*; Assets: Unrealized appreciation on non-exchange traded swap agreements				Net assets consist of: Net unrealized appreciation (depreciation) on: futures contracts*; Liabilities: Unrealized depreciation on non-exchange traded swap agreements
		Ultra Oil & Gas	$	98,237,569		Ultra Oil & Gas		—
		Ultra QQQ		88,656,556		Ultra QQQ	$	989,427,553
		Ultra Real Estate		38,372		Ultra Real Estate		13,461,168
		Ultra Russell2000		444,111		Ultra Russell2000		64,550,391
		Ultra S&P500®		20,449,846		Ultra S&P500®		521,469,245
		Ultra Semiconductors		19,263,270		Ultra Semiconductors		70,200,317
		Ultra SmallCap600		—		Ultra SmallCap600		4,528,332
		Ultra Technology		6,066,882		Ultra Technology		230,712,810
		Ultra Telecommunications		592		Ultra Telecommunications		361,714
		Ultra Utilities		1,571,165		Ultra Utilities		—
		UltraPro Dow30SM		54,292,673		UltraPro Dow30SM		94,880,927
		UltraPro MidCap400		18,946		UltraPro MidCap400		14,087,373
		UltraPro QQQ		159,742,955		UltraPro QQQ		6,332,676,163
		UltraPro Russell2000		5,067,891		UltraPro Russell2000		155,666,522
		UltraPro S&P500®		16,137,665		UltraPro S&P500®		785,296,763
		UltraPro Short 20+ Year Treasury		13,615,330		UltraPro Short 20+ Year Treasury		7,888,071
		UltraPro Short Dow30SM		46,460,034		UltraPro Short Dow30SM		7,545,590
		UltraPro Short MidCap400		940,417		UltraPro Short MidCap400		406,501
		UltraPro Short QQQ		214,493,039		UltraPro Short QQQ		250,857,622
		UltraPro Short Russell2000		9,171,169		UltraPro Short Russell2000		14,877,508
		UltraPro Short S&P500®		144,139,502		UltraPro Short S&P500®		51,839,080
		UltraShort 7-10 Year Treasury		12,225		UltraShort 7-10 Year Treasury		2,779,027
		UltraShort 20+ Year Treasury		45,985,347		UltraShort 20+ Year Treasury		11,388,734
		UltraShort Basic Materials		—		UltraShort Basic Materials		625,828
		UltraShort Consumer Goods		84,142		UltraShort Consumer Goods		39,592
		UltraShort Consumer Services		1,039,622		UltraShort Consumer Services		11,237
		UltraShort Dow30SM		9,854,757		UltraShort Dow30SM		8,283,305
		UltraShort Financials		1,379,102		UltraShort Financials		1,708,964
		UltraShort FTSE China 50		535,169		UltraShort FTSE China 50		7,839,280
		UltraShort FTSE Europe		1,553,737		UltraShort FTSE Europe		3,346,132
		UltraShort Health Care		2,012		UltraShort Health Care		328,197
		UltraShort Industrials		494,761		UltraShort Industrials		—
		UltraShort MidCap400		242,253		UltraShort MidCap400		680,202
		UltraShort MSCI Brazil Capped		54,816		UltraShort MSCI Brazil Capped		7,892,372
		UltraShort MSCI EAFE		101,182		UltraShort MSCI EAFE		109,830

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 275

Asset Derivatives					Liabilities Derivatives
Derivatives not accounted for as hedging instruments under ASC 815	Statements of Assets and Liabilities Location	Fund	Unrealized Appreciation*		Statements of Assets and Liabilities Location	Fund	Unrealized Depreciation*
Equity and Bond index futures contracts/ Non-exchange traded swap agreements	Net assets consist of: Net unrealized appreciation (depreciation) on: futures contracts*; Assets: Unrealized appreciation on non-exchange traded swap agreements				Net assets consist of: Net unrealized appreciation (depreciation) on: futures contracts*; Liabilities: Unrealized depreciation on non-exchange traded swap agreements
		UltraShort MSCI Emerging Markets	$	877,283		UltraShort MSCI Emerging Markets	$	1,531,738
		UltraShort MSCI Japan		319,564		UltraShort MSCI Japan		335,325
		UltraShort Nasdaq Biotechnology		3,591,186		UltraShort Nasdaq Biotechnology		395,047
		UltraShort Oil & Gas		—		UltraShort Oil & Gas		21,415,236
		UltraShort QQQ		70,838,066		UltraShort QQQ		19,896,847
		UltraShort Real Estate		3,585,116		UltraShort Real Estate		436,024
		UltraShort Russell2000		13,780,504		UltraShort Russell2000		13,970,758
		UltraShort S&P500®		92,432,128		UltraShort S&P500®		4,283,064
		UltraShort Semiconductors		304,193		UltraShort Semiconductors		1,212,110
		UltraShort SmallCap600		—		UltraShort SmallCap600		446,065
		UltraShort Technology		2,553,294		UltraShort Technology		68,982
		UltraShort Utilities		—		UltraShort Utilities		368,029

*  Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. For these securities, only the variation margin is reported within the asset and liability sections of the Statements of Assets and Liabilities.

The Effect of Derivative Instruments on the Statements of Operations for the Year Ended May 31, 2022

Derivatives not accounted for as hedging instruments under ASC 815	Location of Gain or (Loss) on Derivatives on the Statements of Operations	Fund	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation) on Derivatives
Equity and Bond index futures contracts/ Non-exchange traded swap agreements	Net realized gain (loss) on Expiration or closing of: futures contracts and non-exchange traded swap agreements; Change in net unrealized appreciation (depreciation) on: Futures contracts and Non-exchange traded swap agreements
		Short 7-10 Year Treasury	$	13,030,974		$	370,737
		Short 20+ Year Treasury		91,830,113			10,086,436
		Short Dow30SM		(55,104,778	)		52,436,389
		Short Financials		(4,231,118	)		4,256,674
		Short FTSE China 50		999,309			420,688
		Short High Yield		2,776,015			(2,561,667	)
		Short MidCap400		(4,274,367	)		4,367,197
		Short MSCI EAFE		(2,815,363	)		1,993,635

276 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

Derivatives not accounted for as hedging instruments under ASC 815	Location of Gain or (Loss) on Derivatives on the Statements of Operations	Fund	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation) on Derivatives
Equity and Bond index futures contracts/ Non-exchange traded swap agreements	Net realized gain (loss) on Expiration or closing of: futures contracts and non-exchange traded swap agreements; Change in net unrealized appreciation (depreciation) on: Futures contracts and Non-exchange traded swap agreements
		Short MSCI Emerging Markets	$	(646,020	)	$	4,739,509
		Short QQQ		(121,805,475	)		179,491,870
		Short Real Estate		(2,547,182	)		2,081,298
		Short Russell2000		(43,449,558	)		76,547,138
		Short S&P500®		(410,124,568	)		374,034,049
		Short SmallCap600		(773,134	)		1,086,075
		Ultra 7-10 Year Treasury		442,387			(3,420,463	)
		Ultra 20+ Year Treasury		(17,816,691	)		(1,008,269	)
		Ultra Basic Materials		12,690,990			(14,960,918	)
		Ultra Consumer Goods		4,568,993			(4,568,520	)
		Ultra Consumer Services		6,254,246			(12,224,031	)
		Ultra Dow30SM		100,030,621			(124,801,769	)
		Ultra Financials		(3,123,317	)		(44,613,124	)
		Ultra FTSE China 50		248,528			(14,756,734	)
		Ultra FTSE Europe		1,391,855			(2,301,983	)
		Ultra Health Care		30,590,422			(25,990,965	)
		Ultra High Yield		2,079,332			(3,822,149	)
		Ultra Industrials		5,508,220			(9,555,735	)
		Ultra MidCap400		38,204,312			(54,956,860	)
		Ultra MSCI Brazil Capped		3,040,927			(3,732,576	)
		Ultra MSCI EAFE		3,370,033			(6,735,618	)
		Ultra MSCI Emerging Markets		2,159,833			(29,812,128	)
		Ultra MSCI Japan		2,031,191			(4,668,907	)
		Ultra Nasdaq Biotechnology		20,792,442			(64,142,754	)
		Ultra Nasdaq Cloud Computing		202,173			(1,292,665	)
		Ultra Nasdaq Cybersecurity		428,661			(1,326,757	)
		Ultra Oil & Gas		68,038,458			55,975,445
		Ultra QQQ		907,260,026			(1,382,684,425	)
		Ultra Real Estate		29,228,239			(28,919,955	)
		Ultra Russell2000		104,685,051			(168,101,801	)
		Ultra S&P500®		1,041,676,226			(1,116,929,979	)
		Ultra Semiconductors		67,763,747			(85,650,513	)
		Ultra SmallCap600		10,452,186			(15,849,578	)
		Ultra Technology		383,620,147			(400,933,833	)
		Ultra Telecommunications		194,294			(445,510	)
		Ultra Utilities		370,756			2,074,589
		UltraPro Dow30SM		214,226,893			(258,111,202	)
		UltraPro MidCap400		29,053,729			(39,020,842	)
		UltraPro QQQ		4,807,548,216			(9,257,750,990	)
		UltraPro Russell2000		163,816,639			(326,150,761	)
		UltraPro S&P500®		1,219,336,664			(1,458,757,606	)

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 277

Derivatives not accounted for as hedging instruments under ASC 815	Location of Gain or (Loss) on Derivatives on the Statements of Operations	Fund	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation) on Derivatives
Equity and Bond index futures contracts/ Non-exchange traded swap agreements	Net realized gain (loss) on Expiration or closing of: futures contracts and non-exchange traded swap agreements; Change in net unrealized appreciation (depreciation) on: Futures contracts and Non-exchange traded swap agreements
		UltraPro Short 20+ Year Treasury	$	121,179,056		$	10,806,786
		UltraPro Short Dow30SM		(264,247,741	)		254,374,161
		UltraPro Short MidCap400		(5,454,238	)		4,905,549
		UltraPro Short QQQ		12,394,381			360,724,419
		UltraPro Short Russell2000		842,216			54,817,251
		UltraPro Short S&P500®		(385,682,116	)		329,581,829
		UltraShort 7-10 Year Treasury		24,163,076			(2,130,617	)
		UltraShort 20+ Year Treasury		243,644,141			82,516,993
		UltraShort Basic Materials		(1,081,800	)		356,984
		UltraShort Consumer Goods		(376,719	)		260,346
		UltraShort Consumer Services		(193,157	)		1,179,180
		UltraShort Dow30SM		(34,554,049	)		32,228,636
		UltraShort Financials		(9,429,599	)		8,658,777
		UltraShort FTSE China 50		2,758,393			2,887,793
		UltraShort FTSE Europe		(3,555,074	)		2,085,442
		UltraShort Health Care		(623,077	)		21,513
		UltraShort Industrials		(417,299	)		859,127
		UltraShort MidCap400		(914,575	)		392,592
		UltraShort MSCI Brazil Capped		(6,012,333	)		3,142,811
		UltraShort MSCI EAFE		(389,345	)		603,554
		UltraShort MSCI Emerging Markets		2,187,973			(313,630	)
		UltraShort MSCI Japan		(1,017,006	)		1,734,955
		UltraShort Nasdaq Biotechnology		(7,146,131	)		9,072,853
		UltraShort Oil & Gas		(10,727,538	)		(12,993,449	)
		UltraShort QQQ		(40,450,422	)		94,384,752
		UltraShort Real Estate		(20,225,210	)		20,370,032
		UltraShort Russell2000		(11,276,620	)		29,670,407
		UltraShort S&P500®		(329,201,442	)		303,969,611
		UltraShort Semiconductors		(1,900,931	)		546,756
		UltraShort SmallCap600		(379,342	)		607,339
		UltraShort Technology		(4,058,509	)		4,848,322
		UltraShort Utilities		(1,490,625	)		882,779

Taxes and Distributions

Each of the Funds intends to qualify or continue to qualify as a regulated investment company and distribute substantially all of its net investment income and capital gains to shareholders. Accordingly, no provision for Federal income taxes is required in the financial statements.

As of May 31, 2022, management of the Funds has reviewed all open tax years and major jurisdictions (the last four tax year ends including the interim tax periods 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 12 months.

278 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

Distributions to shareholders from net investment income and net capital gain, if any, are declared and paid at least annually. The amount of distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales, 1256 mark-to-market, partnerships, passive foreign investment companies mark-to-market, constructive sales adjustments and qualified late-year loss deferrals) do not require a reclassification. The Funds may utilize equalization accounting for tax purposes and designate earnings and profits, including net realized gains distributed to shareholders on redemption of shares, as a part of the dividends paid deduction for income tax purposes. While subject to management's discretion, any available tax equalization is typically applied first to short term capital gains, next to long term capital gains and then to ordinary income. To the extent distributions exceed net investment income and net realized capital gains for tax purposes, they are reported as a tax return of capital.

The Funds' tax year end is October 31st and the tax character of current year distributions and current components of accumulated earnings (deficit) will be determined at the end of the current tax year.

The tax character of distributions paid for the most recent tax years ended October 31, 2021 and October 31, 2020, were as follows:

	Year Ended October 31, 2021								Year Ended October 31, 2020
Fund	Distributions paid from ordinary income		Distributions paid from net long-term capital gains		Tax return of capital		Total Distributions		Distributions paid from ordinary income		Distributions paid from net long-term capital gains		Tax return of capital		Total Distributions
Short 7-10 Year Treasury		—		—		—		—	$	54,086		—	$	22,311	$	76,397
Short 20+ Year Treasury		—		—		—		—		879,111		—		388,121		1,267,232
Short Dow30SM		—		—		—		—		692,560		—		299,826		992,386
Short Financials		—		—		—		—		44,754		—		17,082		61,836
Short FTSE China 50		—		—		—		—		9,487		—		4,194		13,681
Short High Yield		—		—		—		—		302,084		—		107,021		409,105
Short MidCap400		—		—		—		—		23,730		—		8,940		32,670
Short MSCI EAFE		—		—		—		—		79,942		—		17,510		97,452
Short MSCI Emerging Markets		—		—		—		—		158,786		—		69,744		228,530
Short QQQ		—		—		—		—		1,731,258		—		896,864		2,628,122
Short Real Estate		—		—		—		—		14,657		—		6,297		20,954
Short Russell2000		—		—		—		—		878,934		—		335,476		1,214,410
Short S&P500®		—		—		—		—		6,384,895		—		2,968,113		9,353,008
Short SmallCap600		—		—		—		—		6,248		—		1,608		7,856
Ultra 7-10 Year Treasury	$	76,339		—		—	$	76,339		276,412		—		—		276,412
Ultra 20+ Year Treasury		—		—		—		—		254,346		—		—		254,346
Ultra Basic Materials		356,640		—		—		356,640		324,363		—		—		324,363
Ultra Consumer Goods		34,045		—		—		34,045		60,331		—		—		60,331
Ultra Consumer Services		—		—		—		—		25,345		—		—		25,345
Ultra Dow30SM		539,482		—		—		539,482		2,020,171		—		—		2,020,171
Ultra Financials		2,220,362		—		—		2,220,362		5,671,937		—		—		5,671,937
Ultra FTSE China 50		—		—		—		—		70,696		—		—		70,696
Ultra FTSE Europe		—		—		—		—		6,679		—		—		6,679
Ultra Health Care		163,582		—		—		163,582		264,768		—		—		264,768
Ultra High Yield		303,414		—		—		303,414		141,213		—		—		141,213
Ultra Industrials		17,531		—		—		17,531		91,881		—		—		91,881
Ultra MidCap400		301,030		—		—		301,030		601,053		—		—		601,053
Ultra MSCI Brazil Capped		—		—		—		—		2,936		—		—		2,936

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 279

	Year Ended October 31, 2021								Year Ended October 31, 2020
Fund	Distributions paid from ordinary income		Distributions paid from net long-term capital gains		Tax return of capital		Total Distributions		Distributions paid from ordinary income		Distributions paid from net long-term capital gains		Tax return of capital		Total Distributions
Ultra MSCI EAFE		—		—		—		—	$	1,483		—		—	$	1,483
Ultra MSCI Emerging Markets		—		—		—		—		104,695		—		—		104,695
Ultra Oil & Gas	$	4,379,052		—		—	$	4,379,052		3,012,678		—		—		3,012,678
Ultra QQQ		—		—		—		—		1,126,908		—		—		1,126,908
Ultra Real Estate		713,114		—		—		713,114		1,133,608		—		—		1,133,608
Ultra Russell2000		46,322		—		—		46,322		545,106		—		—		545,106
Ultra S&P500®		8,141,946		—		—		8,141,946		8,847,651		—		—		8,847,651
Ultra Semiconductors		42,050		—		—		42,050		371,052		—		—		371,052
Ultra SmallCap600		7,958		—		—		7,958		40,638		—		—		40,638
Ultra Technology		—		—		—		—		642,135		—		—		642,135
Ultra Telecommunications		27,025		—		—		27,025		19,409		—		—		19,409
Ultra Utilities		241,675		—		—		241,675		275,313		—		—		275,313
UltraPro Dow30SM		2,353,835		—		—		2,353,835		1,951,971		—		—		1,951,971
UltraPro MidCap400		9,726		—		—		9,726		49,563		—		—		49,563
UltraPro QQQ		15,367		—		—		15,367		1,544,886		—		—		1,544,886
UltraPro Russell2000		11,923		—		—		11,923		153,599		—		—		153,599
UltraPro S&P500®		1,265,472		—		—		1,265,472		4,356,878		—		—		4,356,878
UltraPro Short 20+ Year Treasury		—		—		—		—		158,351		—	$	51,453		209,804
UltraPro Short Dow30SM		—		—		—		—		938,825		—		425,931		1,364,756
UltraPro Short MidCap400		—		—		—		—		5,194		—		1,633		6,827
UltraPro Short QQQ		—		—		—		—		5,126,703		—		2,946,926		8,073,629
UltraPro Short Russell2000		—		—		—		—		260,849		—		83,391		344,240
UltraPro Short S&P500®		—		—		—		—		2,403,669		—		1,267,615		3,671,284
UltraShort 7-10 Year Treasury		—		—		—		—		197,830		—		34,057		231,887
UltraShort 20+ Year Treasury		—		—		—		—		3,480,826		—		1,226,432		4,707,258
UltraShort Basic Materials		—		—		—		—		4,529		—		—		4,529
UltraShort Consumer Goods		—		—		—		—		4,583		—		1,337		5,920
UltraShort Consumer Services		—		—		—		—		2,741		—		542		3,283
UltraShort Dow30SM		—		—		—		—		558,781		—		236,306		795,087
UltraShort Financials		—		—		—		—		79,465		—		13,854		93,319
UltraShort FTSE China 50		—		—		—		—		65,860		—		16,419		82,279
UltraShort FTSE Europe		—		—		—		—		26,995		—		9,432		36,427
UltraShort Health Care		—		—		—		—		5,765		—		2,217		7,982
UltraShort Industrials		—		—		—		—		3,504		—		—		3,504
UltraShort MidCap400		—		—		—		—		6,545		—		2,882		9,427

280 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

	Year Ended October 31, 2021								Year Ended October 31, 2020
Fund	Distributions paid from ordinary income		Distributions paid from net long-term capital gains		Tax return of capital		Total Distributions		Distributions paid from ordinary income		Distributions paid from net long-term capital gains		Tax return of capital		Total Distributions
UltraShort MSCI Brazil Capped		—		—		—		—	$	113,488		—	$	10,347	$	123,835
UltraShort MSCI EAFE		—		—		—		—		2,111		—		689		2,800
UltraShort MSCI Emerging Markets		—		—		—		—		33,851		—		11,162		45,013
UltraShort MSCI Japan		—		—		—		—		2,160		—		—		2,160
UltraShort Nasdaq Biotechnology		—		—		—		—		66,167		—		29,312		95,479
UltraShort Oil & Gas		—		—		—		—		20,933		—		5,805		26,738
UltraShort QQQ		—		—		—		—		1,270,736		—		640,719		1,911,455
UltraShort Real Estate		—		—		—		—		62,894		—		22,372		85,266
UltraShort Russell2000		—		—		—		—		233,372		—		99,748		333,120
UltraShort S&P500®		—		—		—		—		3,761,361		—		2,070,245		5,831,606
UltraShort Semiconductors		—		—		—		—		17,435		—		4,589		22,024
UltraShort SmallCap600		—		—		—		—		3,167		—		—		3,167
UltraShort Technology		—		—		—		—		9,324		—		4,809		14,133
UltraShort Utilities		—		—		—		—		3,607		—		2,040		5,647

At October 31, 2021 (the Funds' most recent tax year end), the components of accumulated earnings (deficit) on a tax basis were as follows:

Fund	Undistributed Ordinary Income		Undistributed Long-Term Capital Gain		Accumulated Capital and Other Losses			Unrealized Appreciation/ (Depreciation)
Short 7-10 Year Treasury		—		—	$	(15,538,627	)	$	1,657,141
Short 20+ Year Treasury		—		—		(659,477,920	)		(38,065,899	)
Short Dow30SM		—		—		(486,663,972	)		(53,013,882	)
Short Financials		—		—		(91,611,463	)		(4,548,018	)
Short FTSE China 50		—		—		(11,641,752	)		(1,309,341	)
Short High Yield		—		—		(55,653,365	)		(18,917,002	)
Short MidCap400		—		—		(51,141,092	)		(4,147,240	)
Short MSCI EAFE		—		—		(129,467,848	)		(2,598,613	)
Short MSCI Emerging Markets		—		—		(195,802,521	)		(1,372,980	)
Short QQQ		—		—		(868,934,375	)		(130,116,547	)
Short Real Estate		—		—		(34,368,118	)		(3,045,025	)
Short Russell2000		—		—		(752,714,307	)		(37,124,022	)
Short S&P500®		—		—		(3,836,035,723	)		(384,978,106	)
Short SmallCap600		—		—		(39,808,003	)		(1,237,647	)
Ultra 7-10 Year Treasury	$	5,741		—		(127,541,318	)		(207,722	)
Ultra 20+ Year Treasury		—		—		(420,732	)		255,659
Ultra Basic Materials		14,450		—		(4,025,251	)		7,578,641
Ultra Consumer Goods		—		—		—			5,121,439
Ultra Consumer Services		—		—		(117,414	)		5,435,434
Ultra Dow30SM		—		—		—			107,871,733
Ultra Financials		40,279,077		—		—			275,093,790

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 281

Fund	Undistributed Ordinary Income		Undistributed Long-Term Capital Gain		Accumulated Capital and Other Losses			Unrealized Appreciation/ (Depreciation)
Ultra FTSE China 50		—		—	$	(526,981	)	$	(8,252,691	)
Ultra FTSE Europe		—		—		(139,776	)		1,198,621
Ultra Health Care		—		—		—			4,842,040
Ultra High Yield	$	135,724		—		—			1,159,443
Ultra Industrials		—		—		—			5,050,389
Ultra MidCap400		—		—		(138,437,962	)		54,985,621
Ultra MSCI Brazil Capped		—		—		(11,997,614	)		(3,383,210	)
Ultra MSCI EAFE		—		—		(6,009,594	)		3,003,619
Ultra MSCI Emerging Markets		—		—		(1,645,424	)		(3,685,793	)
Ultra MSCI Japan		—		—		—			748,508
Ultra Nasdaq Biotechnology		—		—		(64,068,176	)		(14,307,770	)
Ultra Nasdaq Cloud Computing		—		—		(12,524	)		692,500
Ultra Nasdaq Cybersecurity		29,506		—		—			974,608
Ultra Oil & Gas		—		—		(110,574,349	)		79,372,770
Ultra QQQ		—		—		(15,623,825	)		1,488,986,820
Ultra Real Estate		—		—		(4,783,489	)		28,959,620
Ultra Russell2000		—		—		(132,688,079	)		76,010,453
Ultra S&P500®		—		—		—			1,100,215,969
Ultra Semiconductors		—		—		(238,434	)		87,035,501
Ultra SmallCap600		—		—		(5,833,697	)		12,522,231
Ultra Technology		—		—		(3,567,227	)		456,885,903
Ultra Telecommunications		9,258		—		(708,142	)		213,563
Ultra Utilities		—		—		(1,190,569	)		(1,360,075	)
UltraPro Dow30SM		—		—		—			269,563,285
UltraPro MidCap400		—		—		—			25,619,741
UltraPro QQQ		—		—		(46,154,294	)		7,064,553,590
UltraPro Russell2000		—		—		—			116,718,537
UltraPro S&P500®		—		—		—			1,059,877,334
UltraPro Short 20+ Year Treasury		—		—		(147,535,449	)		(13,274,898	)
UltraPro Short Dow30SM		—		—		(1,316,389,169	)		(274,410,779	)
UltraPro Short MidCap400		—		—		(50,948,360	)		(5,267,807	)
UltraPro Short QQQ		—		—		(4,644,369,497	)		(1,074,458,169	)
UltraPro Short Russell2000		—		—		(545,887,628	)		(73,572,672	)
UltraPro Short S&P500®		—		—		(3,721,859,224	)		(373,533,668	)
UltraShort 7-10 Year Treasury		—		—		(152,398,785	)		1,251,867
UltraShort 20+ Year Treasury		—		—		(5,427,344,256	)		(124,219,365	)
UltraShort Basic Materials		—		—		(83,585,300	)		(1,035,769	)
UltraShort Consumer Goods		—		—		(8,912,890	)		(427,388	)
UltraShort Consumer Services		—		—		(20,164,285	)		(249,279	)
UltraShort Dow30SM		—		—		(694,994,076	)		(40,144,849	)
UltraShort Financials		—		—		(493,849,490	)		(11,042,846	)
UltraShort FTSE China 50		—		—		(242,000,789	)		(13,850,185	)
UltraShort FTSE Europe		—		—		(214,302,742	)		(5,227,847	)
UltraShort Health Care		—		—		(10,681,088	)		(629,534	)
UltraShort Industrials		—		—		(20,753,011	)		(501,620	)
UltraShort MidCap400		—		—		(53,319,435	)		(976,953	)
UltraShort MSCI Brazil Capped		—		—		(74,842,621	)		(9,552,510	)
UltraShort MSCI EAFE		—		—		(19,968,501	)		(975,766	)
UltraShort MSCI Emerging Markets		—		—		(167,595,819	)		(226,521	)

282 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

Fund	Undistributed Ordinary Income		Undistributed Long-Term Capital Gain		Accumulated Capital and Other Losses			Unrealized Appreciation/ (Depreciation)
UltraShort MSCI Japan		—		—	$	(25,467,170	)	$	(2,666,633	)
UltraShort Nasdaq Biotechnology		—		—		(73,309,426	)		(1,283,986	)
UltraShort Oil & Gas		—		—		(93,743,115	)		(13,236,083	)
UltraShort QQQ		—		—		(1,565,997,752	)		(106,726,761	)
UltraShort Real Estate		—		—		(239,538,722	)		(7,816,244	)
UltraShort Russell2000		—		—		(739,873,532	)		(35,612,908	)
UltraShort S&P500®		—		—		(4,976,242,361	)		(311,147,999	)
UltraShort Semiconductors		—		—		(42,789,883	)		(2,349,081	)
UltraShort SmallCap600		—		—		(30,626,003	)		(1,272,905	)
UltraShort Technology		—		—		(29,097,064	)		(3,959,740	)
UltraShort Utilities		—		—		(10,941,598	)		(1,483,895	)

Temporary differences are generally due to differing book and tax treatments for the timing of the recognition of gains and losses on certain investment transactions and the timing and the deductibility of certain expenses. Permanent differences, primarily due to gain (loss) on in-kind redemptions, reclassification on sale of derivatives, designation of taxable distributions in excess, utilization of earnings and profits distributed to the shareholders on redemption of shares and nondeductible expenses, resulted in reclassifications as of October 31, 2021 (the Funds' most recent tax year end), among the Funds' components of net assets.

As of October 31, 2021 (the Funds' most recent tax year end), the Funds had capital loss carry forwards ("CLCFs") available to offset future realized gains, if any, to the extent provided for by regulations and to thereby reduce the amount of future taxable capital gain distributions. Under current tax law, CLCFs retain their character as either short-term or long-term capital losses, and are not subject to expiration.

At October 31, 2021 (the Funds' most recent tax year end), the following Funds had available CLCFs:

	No Expiration Date
Short 7-10 Year Treasury	$	14,949,159
Short 20+ Year Treasury		655,428,513
Short Dow30SM		484,641,501
Short Financials		91,519,944
Short FTSE China 50		11,598,717
Short High Yield		55,191,798
Short MidCap400		51,032,054
Short MSCI EAFE		129,377,432
Short MSCI Emerging Markets		195,588,133
Short QQQ		864,551,562
Short Real Estate		34,300,325
Short Russell2000		750,605,516
Short S&P500®		3,825,535,994
Short SmallCap600		39,767,261
Ultra 7-10 Year Treasury		127,541,318
Ultra 20+ Year Treasury		318,208
Ultra Basic Materials		4,025,251
Ultra FTSE China 50		383,233
Ultra FTSE Europe		100,752
Ultra MidCap400		138,437,962
Ultra MSCI Brazil Capped		11,942,570
Ultra MSCI EAFE		5,899,371
Ultra MSCI Emerging Markets		1,040,331
Ultra Nasdaq Biotechnology		63,153,141
Ultra Oil & Gas		110,574,349
Ultra Real Estate		4,783,489
Ultra Russell2000		131,173,925

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 283

	No Expiration Date
Ultra SmallCap600	$	5,774,256
Ultra Telecommunications		708,142
Ultra Utilities		1,190,569
UltraPro Short 20+ Year Treasury		146,818,742
UltraPro Short Dow30SM		1,313,236,058
UltraPro Short MidCap400		50,908,536
UltraPro Short QQQ		4,632,109,934
UltraPro Short Russell2000		545,015,542
UltraPro Short S&P500®		3,717,966,668
UltraShort 7-10 Year Treasury		152,043,643
UltraShort 20+ Year Treasury		5,418,290,993
UltraShort Basic Materials		83,567,720
UltraShort Consumer Goods		8,905,621
UltraShort Consumer Services		20,156,940
UltraShort Dow30SM		694,154,987
UltraShort Financials		493,732,351
UltraShort FTSE China 50		241,847,385
UltraShort FTSE Europe		214,239,033
UltraShort Health Care		10,669,813
UltraShort Industrials		20,742,767
UltraShort MidCap400		53,302,353
UltraShort MSCI Brazil Capped		74,725,997
UltraShort MSCI EAFE		19,956,953
UltraShort MSCI Emerging Markets		167,549,012
UltraShort MSCI Japan		25,430,051
UltraShort Nasdaq Biotechnology		73,237,852
UltraShort Oil & Gas		93,605,511
UltraShort QQQ		1,564,304,736
UltraShort Real Estate		239,394,947
UltraShort Russell2000		739,255,646
UltraShort S&P500®		4,971,788,244
UltraShort Semiconductors		42,766,272
UltraShort SmallCap600		30,605,605
UltraShort Technology		29,057,293
UltraShort Utilities		10,924,492

At October 31, 2021 (the Funds' most recent tax year end), the following Funds utilized CLCFs and/or elected to defer late-year ordinary losses to November 1, 2021:

Fund	CLCFs Utilized		Ordinary Late Year Loss Deferrals
Short 7-10 Year Treasury	$	7,915	$	589,468
Short 20+ Year Treasury		43,392,202		4,049,407
Short Dow30SM		—		2,022,471
Short Financials		—		91,519
Short FTSE China 50		—		43,035
Short High Yield		—		461,567
Short MidCap400		—		109,038
Short MSCI EAFE		—		90,416
Short MSCI Emerging Markets		—		214,388
Short QQQ		—		4,382,813
Short Real Estate		—		67,793

284 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

Fund	CLCFs Utilized		Ordinary Late Year Loss Deferrals
Short Russell2000		—	$	2,108,791
Short S&P500®		—		10,499,729
Short SmallCap600		—		40,742
Ultra 7-10 Year Treasury	$	1,255,177		—
Ultra 20+ Year Treasury		—		102,524
Ultra Basic Materials		6,824,555		—
Ultra Consumer Goods		110,266		—
Ultra Consumer Services		—		117,414
Ultra Financials		195,889,303		—
Ultra FTSE China 50		2,661,945		143,748
Ultra FTSE Europe		1,521,104		39,024
Ultra Health Care		3,927,208		—
Ultra High Yield		339,304		—
Ultra Industrials		665,904		—
Ultra MidCap400		21,649,313		—
Ultra MSCI Brazil Capped		1,316,430		55,044
Ultra MSCI EAFE		2,299,439		110,223
Ultra MSCI Emerging Markets		12,022,280		605,093
Ultra MSCI Japan		504,548		—
Ultra Nasdaq Biotechnology		47,716,526		915,035
Ultra Nasdaq Cloud Computing		—		12,524
Ultra Oil & Gas		20,327,090		—
Ultra QQQ		—		15,623,825
Ultra Russell2000		90,931,814		1,514,154
Ultra Semiconductors		—		238,434
Ultra SmallCap600		351,368		59,441
Ultra Technology		—		3,567,227
Ultra Telecommunications		26,960		—
UltraPro MidCap400		3,619,159		—
UltraPro QQQ		—		46,154,294
UltraPro Russell2000		8,487,658		—
UltraPro Short 20+ Year Treasury		—		716,707
UltraPro Short Dow30SM		—		3,153,111
UltraPro Short MidCap400		—		39,824
UltraPro Short QQQ		—		12,259,563
UltraPro Short Russell2000		—		872,086
UltraPro Short S&P500®		—		3,892,556
UltraShort 7-10 Year Treasury		12,125		355,142
UltraShort 20+ Year Treasury		186,606		9,053,263
UltraShort Basic Materials		—		17,580
UltraShort Consumer Goods		—		7,269
UltraShort Consumer Services		—		7,345
UltraShort Dow30SM		—		839,089
UltraShort Financials		—		117,139
UltraShort FTSE China 50		—		153,404
UltraShort FTSE Europe		—		63,709
UltraShort Health Care		—		11,275
UltraShort Industrials		—		10,244
UltraShort MidCap400		—		17,082
UltraShort MSCI Brazil Capped		153,132		116,624

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 285

Fund	CLCFs Utilized		Ordinary Late Year Loss Deferrals
UltraShort MSCI EAFE		—	$	11,548
UltraShort MSCI Emerging Markets		—		46,807
UltraShort MSCI Japan		—		37,119
UltraShort Nasdaq Biotechnology		—		71,574
UltraShort Oil & Gas	$	3,182		137,604
UltraShort QQQ		—		1,693,016
UltraShort Real Estate		—		143,775
UltraShort Russell2000		—		617,886
UltraShort S&P500®		—		4,454,117
UltraShort Semiconductors		—		23,611
UltraShort SmallCap600		—		20,398
UltraShort Technology		—		39,771
UltraShort Utilities		—		17,106

3. Investment Transactions, Income and Expense Allocations

Throughout the reporting period, investment transactions are generally accounted for no later than one business day following the trade date. For financial reporting purposes, investment transactions on the last business day of the reporting period are accounted for on the trade date.

Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or discount. Dividend income is recorded on the ex-dividend date except for certain foreign dividends that may be recorded as soon as such information becomes available. Non-cash dividend income received in the form of securities in-lieu of cash are recorded at the fair value of the securities received. Gains or losses realized on sales of securities are determined using the specific identification method by comparing the identified cost of the security lot sold with the net sales proceeds.

Expenses directly attributable to a Fund are charged to that Fund, while expenses which are attributable to more than one Fund or jointly with an affiliate, are allocated among the respective Funds and/or affiliates based upon relative net assets or another reasonable basis.

4. Advisory and Management Service Fees and Transactions with Affiliates

The Advisor serves as the investment adviser to each Fund pursuant to an Investment Advisory Agreement. For its investment advisory services, each Fund pays the Advisor a monthly fee, accrued daily at an annualized rate based on its average daily net assets. Pursuant to a separate Management Services Agreement, the Advisor performs certain administrative services on behalf of the Funds, such as negotiating, coordinating and implementing the Trust's contractual obligations with the Funds' service providers; monitoring, overseeing and reviewing the performance of such service providers to ensure adherence to applicable contractual obligations; and preparing or coordinating reports and presentations to the Board of Trustees with respect to such service providers. For these and other services, each Fund pays the Advisor monthly management services fees, accrued daily at an annualized rate based on its average daily net assets.

The Advisor has contractually agreed to waive advisory and management services fees, and if necessary, reimburse certain other expenses, in order to limit the annual operating expenses of each Fund. These expense limitations remain in effect until the dates specified in the table below, after which they may be terminated or revised.

For the year ended May 31, 2022, advisory and management services fees, waivers, reimbursements, and expense limitations were as follows:

Fund	Investment Advisory Fee Rate*			Management Services Fee Rate			Advisory Fees Waived		Management Services Fees Waived		Expense Reimbursements		Expense Limitation			Expense Limitation Effective Through
Short 7-10 Year Treasury		0.75	%		0.10	%	$	17,016		—		—		0.95	%	September 30, 2022
Short 20+ Year Treasury		0.75			0.10			—		—		—		0.95		September 30, 2022
Short Dow30SM		0.75			0.10			2,500		—		—		0.95		September 30, 2022
Short Financials		0.75			0.10			66,421		—		—		0.95		September 30, 2022
Short FTSE China 50		0.75			0.10			58,676	$	7,824	$	20,246		0.95		September 30, 2022
Short High Yield		0.75			0.10			80,160		—		—		0.95		September 30, 2022
Short MidCap400		0.75			0.10			63,467		—		—		0.95		September 30, 2022
Short MSCI EAFE		0.75			0.10			78,006		—		—		0.95		September 30, 2022
Short MSCI Emerging Markets		0.75			0.10			81,822		—		—		0.95		September 30, 2022
Short QQQ		0.75			0.10			340,304		—		—		0.95		September 30, 2022

286 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

Fund	Investment Advisory Fee Rate*			Management Services Fee Rate			Advisory Fees Waived		Management Services Fees Waived		Expense Reimbursements		Expense Limitation			Expense Limitation Effective Through
Short Real Estate		0.75	%		0.10	%	$	64,582	$	3,212		—		0.95	%	September 30, 2022
Short Russell2000		0.75			0.10			166,456		—		—		0.95		September 30, 2022
Short S&P500®		0.75			0.10			—		—		—		0.95		September 30, 2022
Short SmallCap600		0.75			0.10			37,360		4,981	$	25,972		0.95		September 30, 2022
Ultra 7-10 Year Treasury		0.75			0.10			89,715		—		—		0.95		September 30, 2022
Ultra 20+ Year Treasury		0.75			0.10			78,328		—		—		0.95		September 30, 2022
Ultra Basic Materials		0.75			0.10			109,585		—		—		0.95		September 30, 2022
Ultra Consumer Goods		0.75			0.10			105,153		13,988		—		0.95		September 30, 2022
Ultra Consumer Services		0.75			0.10			104,632		—		—		0.95		September 30, 2022
Ultra Dow30SM		0.75			0.10			2,666		—		—		0.95		September 30, 2022
Ultra Financials		0.75			0.10			—		—		—		0.95		September 30, 2022
Ultra FTSE China 50		0.75			0.10			95,906		—		—		0.95		September 30, 2022
Ultra FTSE Europe		0.75			0.10			37,207		4,961		40,023		0.95		September 30, 2022
Ultra Health Care		0.75			0.10			107,193		—		—		0.95		September 30, 2022
Ultra High Yield		0.75			0.10			47,055		—		—		0.95		September 30, 2022
Ultra Industrials		0.75			0.10			106,704		—		—		0.95		September 30, 2022
Ultra MidCap400		0.75			0.10			72,278		—		—		0.95		September 30, 2022
Ultra MSCI Brazil Capped		0.75			0.10			53,915		7,189		30,093		0.95		September 30, 2022
Ultra MSCI EAFE		0.75			0.10			91,543		—		—		0.95		September 30, 2022
Ultra MSCI Emerging Markets		0.75			0.10			76,441		—		—		0.95		September 30, 2022
Ultra MSCI Japan		0.75			0.10			59,793		7,972		34,939		0.95		September 30, 2022
Ultra Nasdaq Biotechnology		0.75			0.10			267,592		—		—		0.95		September 30, 2022
Ultra Nasdaq Cloud Computing		0.75			0.10			19,096		2,546		42,792		0.95		September 30, 2022
Ultra Nasdaq Cybersecurity		0.75			0.10			29,616		3,949		10,437		0.95		September 30, 2022
Ultra Oil & Gas		0.75			0.10			82,533		—		—		0.95		September 30, 2022
Ultra QQQ		0.75			0.10			1,282,847		—		—		0.95		September 30, 2022
Ultra Real Estate		0.75			0.10			109,263		—		—		0.95		September 30, 2022
Ultra Russell2000		0.75			0.10			1,232,491		—		—		0.95		September 30, 2022
Ultra S&P500®		0.75			0.10			206,222		—		—		0.95		September 30, 2022
Ultra Semiconductors		0.75			0.10			63,159		—		—		0.95		September 30, 2022
Ultra SmallCap600		0.75			0.10			137,910		—		—		0.95		September 30, 2022
Ultra Technology		0.75			0.10			—		—		—		0.95		September 30, 2022
Ultra Telecommunications		0.75			0.10			18,012		2,402		89,984		0.95		September 30, 2022
Ultra Utilities		0.75			0.10			90,615		—		—		0.95		September 30, 2022
UltraPro Dow30SM		0.75			0.10			—		—		—		0.95		September 30, 2022
UltraPro MidCap400		0.75			0.10			179,962		—		—		0.95		September 30, 2022
UltraPro QQQ		0.75			0.10			19,125,963		—		—		0.95		September 30, 2022
UltraPro Russell2000		0.75			0.10			1,230,426		—		—		0.95		September 30, 2022
UltraPro S&P500®		0.75			0.10			—		—		—		0.95		September 30, 2022
UltraPro Short 20+ Year Treasury		0.75			0.10			—		—		—		0.95		September 30, 2022
UltraPro Short Dow30SM		0.75			0.10			—		—		—		0.95		September 30, 2022
UltraPro Short MidCap400		0.75			0.10			47,561		6,341		19,674		0.95		September 30, 2022
UltraPro Short QQQ		0.75			0.10			666,032		—		—		0.95		September 30, 2022
UltraPro Short Russell2000		0.75			0.10			129,738		—		—		0.95		September 30, 2022
UltraPro Short S&P500®		0.75			0.10			—		—		—		0.95		September 30, 2022
UltraShort 7-10 Year Treasury		0.75			0.10			32,718		—		—		0.95		September 30, 2022
UltraShort 20+ Year Treasury		0.75			0.10			—		—		—		0.95		September 30, 2022
UltraShort Basic Materials		0.75			0.10			17,148		2,286		51,068		0.95		September 30, 2022
UltraShort Consumer Goods		0.75			0.10			7,153		954		69,146		0.95		September 30, 2022

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 287

Fund	Investment Advisory Fee Rate*			Management Services Fee Rate			Advisory Fees Waived		Management Services Fees Waived		Expense Reimbursements		Expense Limitation			Expense Limitation Effective Through
UltraShort Consumer Services		0.75	%		0.10	%	$	11,269	$	1,503	$	60,723		0.95	%	September 30, 2022
UltraShort Dow30SM		0.75			0.10			55,917		—		—		0.95		September 30, 2022
UltraShort Financials		0.75			0.10			70,655		—		—		0.95		September 30, 2022
UltraShort FTSE China 50		0.75			0.10			93,416		—		—		0.95		September 30, 2022
UltraShort FTSE Europe		0.75			0.10			87,390		—		—		0.95		September 30, 2022
UltraShort Health Care		0.75			0.10			13,933		1,858		61,377		0.95		September 30, 2022
UltraShort Industrials		0.75			0.10			17,140		2,285		59,191		0.95		September 30, 2022
UltraShort MidCap400		0.75			0.10			15,639		2,085		56,807		0.95		September 30, 2022
UltraShort MSCI Brazil Capped		0.75			0.10			93,871		—		—		0.95		September 30, 2022
UltraShort MSCI EAFE		0.75			0.10			10,092		1,346		75,345		0.95		September 30, 2022
UltraShort MSCI Emerging Markets		0.75			0.10			55,299		7,373		24,205		0.95		September 30, 2022
UltraShort MSCI Japan		0.75			0.10			32,843		4,379		49,552		0.95		September 30, 2022
UltraShort Nasdaq Biotechnology		0.75			0.10			62,224		8,296		2,686		0.95		September 30, 2022
UltraShort Oil & Gas		0.75			0.10			73,259		—		—		0.95		September 30, 2022
UltraShort QQQ		0.75			0.10			193,776		—		—		0.95		September 30, 2022
UltraShort Real Estate		0.75			0.10			75,437		—		—		0.95		September 30, 2022
UltraShort Russell2000		0.75			0.10			109,034		—		—		0.95		September 30, 2022
UltraShort S&P500®		0.75			0.10			—		—		—		0.95		September 30, 2022
UltraShort Semiconductors		0.75			0.10			26,194		3,492		40,259		0.95		September 30, 2022
UltraShort SmallCap600		0.75			0.10			24,014		3,202		44,716		0.95		September 30, 2022
UltraShort Technology		0.75			0.10			42,371		5,649		26,108		0.95		September 30, 2022
UltraShort Utilities		0.75			0.10			14,109		1,881		54,113		0.95		September 30, 2022

*  In addition to the expense limitations disclosed above, the Advisor has entered into an Advisory Fee Waiver Agreement for each Fund that reduces the annualized advisory fee rate subject to the following breakpoints: 0.75% of the first $4.0 billion of average daily net assets of the Fund, 0.70% of the next $1.5 billion, 0.65% of the next $1.5 billion, 0.60% of the next $1.5 billion and 0.55% of average daily net assets of the Fund over $8.5 billion. To the extent that a Fund achieves an asset breakpoint, the Advisor will waive fees in order to match the corresponding reduction in the tiered advisory fee limit. Any such waivers are reflected as a component of "Expenses waived and/or reimbursed by Advisor" on the Statements of Operations, and are not subject to subsequent recoupment by the Advisor. During the year ended May 31, 2022, advisory fees of $663,915 were waived for Ultra QQQ pursuant to this agreement, resulting in a net advisory fee of 0.74%. During the year ended May 31, 2022, advisory fees of $206,222 were waived for Ultra S&P500 pursuant to this agreement, resulting in a net advisory fee of 0.75%.During the year ended May 31, 2022, advisory fees of $19,125,963 were waived for UltraPro QQQ pursuant to this agreement, resulting in a net advisory fee of 0.63%.

For each Fund, amounts waived or reimbursed by the Advisor may be recouped by the Advisor within five years of the end of the applicable contractual period to the extent that such recoupments would not cause a Fund's annualized operating expenses to exceed the lesser of (1) the expense limitation in effect at the time of waiver, and (2) the expense limitation in effect at the time of recoupment. Any amounts recouped by the Advisor during the period are reflected in the Statements of Operations as "Recoupment of prior expenses waived and/or reimbursed by Advisor". As of May 31, 2022, the amounts eligible for recoupment and the date of expiration are as follows:

	Expires September 30,												Total Amount Eligible for
Fund	2022		2023		2024		2025		2026		2027		Recoupment
Short 7-10 Year Treasury	$	37,209	$	30,777	$	68,440	$	58,236	$	39,494	$	7,364	$	241,520
Short Dow30SM		63,829		56,819		58,252		81,443		71,179		658		332,180
Short Financials		60,938		56,880		67,106		66,465		67,738		43,542		362,669
Short FTSE China 50		63,961		64,014		72,169		73,907		69,478		63,182		406,711
Short High Yield		74,384		47,725		67,482		89,319		73,328		53,049		405,287
Short MidCap400		54,461		59,003		64,470		62,288		64,925		41,203		346,350
Short MSCI EAFE		75,099		50,861		65,324		67,005		77,986		54,484		390,759
Short MSCI Emerging Markets		53,542		33,973		67,720		74,764		73,663		58,956		362,618
Short QQQ		239,709		217,677		289,992		356,298		296,075		246,967		1,646,718
Short Real Estate		59,167		60,323		68,486		68,631		72,237		44,295		373,139
Short Russell2000		249,456		199,443		188,717		278,667		231,769		101,015		1,249,067

288 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

	Expires September 30,												Total Amount Eligible for
Fund	2022		2023		2024		2025		2026		2027		Recoupment
Short SmallCap600	$	53,416	$	60,957	$	69,876	$	67,242	$	69,001	$	45,132	$	365,624
Ultra 7-10 Year Treasury		62,536		71,959		89,428		90,240		91,778		57,998		463,939
Ultra 20+ Year Treasury		76,690		73,005		92,526		88,560		86,760		51,584		469,125
Ultra Basic Materials		88,772		101,200		101,333		104,481		92,884		76,147		564,817
Ultra Consumer Goods		97,284		106,550		105,592		122,429		108,679		84,473		625,007
Ultra Consumer Services		96,358		110,784		103,519		125,868		117,859		67,635		622,023
Ultra Dow30SM		52,465		42,175		83,496		88,574		44,099		4,815		315,624
Ultra Financials		—		—		37,956		123,292		—		5,052		166,300
Ultra FTSE China 50		68,253		87,846		77,866		88,086		79,216		69,888		471,155
Ultra FTSE Europe		53,612		57,464		67,523		68,397		91,549		56,147		394,692
Ultra Health Care		93,516		119,750		135,285		131,973		94,412		80,081		655,017
Ultra High Yield		144,442		143,367		157,016		76,009		127,422		10,609		658,865
Ultra Industrials		99,560		117,943		101,797		124,278		143,038		64,529		651,145
Ultra MidCap400		86,553		98,454		149,145		129,159		153,030		36,219		652,560
Ultra MSCI Brazil Capped		57,727		57,780		68,922		68,903		73,357		67,424		394,113
Ultra MSCI EAFE		58,174		58,330		68,038		67,971		61,981		70,437		384,931
Ultra MSCI Emerging Markets		53,106		55,431		64,469		67,179		74,970		53,529		368,684
Ultra MSCI Japan		54,716		58,663		78,351		68,707		76,205		78,703		415,345
Ultra Nasdaq Biotechnology		352,874		357,572		348,301		239,152		310,901		161,614		1,770,414
Ultra Nasdaq Cloud Computing		—		—		—		—		40,946		51,322		92,268
Ultra Nasdaq Cybersecurity		—		—		—		—		39,101		31,371		70,472
Ultra Oil & Gas		121,239		107,939		128,797		139,377		103,663		51,164		652,179
Ultra QQQ		464,316		627,801		734,603		856,753		721,976		485,529		3,890,978
Ultra Real Estate		100,745		122,540		116,571		141,016		99,269		75,782		655,923
Ultra Russell2000		678,331		826,508		598,481		325,953		1,190,983		807,628		4,427,884
Ultra Semiconductors		75,266		96,820		104,479		116,117		78,674		48,059		519,415
Ultra SmallCap600		115,280		150,594		112,888		144,160		105,717		101,613		730,252
Ultra Technology		9,801		134,585		135,521		100,677		—		57,269		437,853
Ultra Telecommunications		93,855		91,919		108,608		107,921		108,243		74,598		585,144
Ultra Utilities		94,203		92,407		102,810		121,341		137,989		51,865		600,615
UltraPro Dow30SM		11,376		19,082		91,917		78,445		—		7,784		208,604
UltraPro MidCap400		79,187		135,605		112,697		132,762		108,219		144,001		712,471
UltraPro Russell2000		812,931		764,947		827,229		823,180		1,251,635		774,126		5,254,048
UltraPro Short 20+ Year Treasury		—		5,102		46,924		61,705		33,554		—		147,285
UltraPro Short Dow30SM		—		91,521		68,233		105,555		100,679		2,395		368,383
UltraPro Short MidCap400		62,493		65,192		72,678		70,658		73,860		49,444		394,325
UltraPro Short QQQ		359,287		290,662		465,760		788,628		705,136		467,991		3,077,464
UltraPro Short Russell2000		103,833		112,751		98,638		150,084		160,458		86,674		712,438
UltraShort 7-10 Year Treasury		3,327		—		38,596		53,252		46,329		18,303		159,807
UltraShort Basic Materials		64,799		63,073		70,451		71,277		68,121		47,327		385,048
UltraShort Consumer Goods		64,050		61,744		69,385		69,579		68,984		54,164		387,906
UltraShort Consumer Services		64,734		62,218		70,715		70,585		69,905		50,206		388,363
UltraShort Dow30SM		77,135		82,051		73,406		98,336		79,732		30,829		441,489
UltraShort Financials		67,185		61,995		69,598		74,558		71,867		45,795		390,998
UltraShort FTSE China 50		90,082		76,673		84,460		90,775		74,667		67,958		484,615
UltraShort FTSE Europe		62,101		55,794		66,712		68,772		66,885		64,443		384,707
UltraShort Health Care		62,982		61,997		68,921		69,051		68,004		54,126		385,081
UltraShort Industrials		61,627		61,531		69,530		70,135		68,882		55,364		387,069
UltraShort MidCap400		61,997		64,164		72,713		72,300		72,191		49,953		393,318

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 289

	Expires September 30,												Total Amount Eligible for
Fund	2022		2023		2024		2025		2026		2027		Recoupment
UltraShort MSCI Brazil Capped	$	63,937	$	54,325	$	62,331	$	63,948	$	70,621	$	70,793	$	385,955
UltraShort MSCI EAFE		59,845		61,180		69,545		70,471		68,132		63,600		392,773
UltraShort MSCI Emerging Markets		62,095		59,291		67,151		69,292		69,189		63,470		390,488
UltraShort MSCI Japan		57,556		60,345		68,641		68,361		68,340		63,859		387,102
UltraShort Nasdaq Biotechnology		85,111		67,576		73,296		73,070		67,920		50,441		417,414
UltraShort Oil & Gas		62,586		57,364		67,749		67,234		64,443		51,817		371,193
UltraShort QQQ		246,278		213,623		230,252		263,220		185,861		134,044		1,273,278
UltraShort Real Estate		76,125		68,322		81,940		87,665		74,474		49,845		438,371
UltraShort Russell2000		152,686		127,910		115,973		148,967		123,449		71,194		740,179
UltraShort Semiconductors		61,295		62,679		70,672		72,127		69,723		46,623		383,119
UltraShort SmallCap600		60,768		62,947		70,540		69,711		71,020		48,167		383,153
UltraShort Technology		63,735		62,504		71,059		72,086		68,752		50,955		389,091
UltraShort Utilities		60,181		60,800		68,277		69,238		67,517		47,052		373,065

Employees of the Advisor serve in the roles of Interested Trustee, President, Chief Legal Officer and Secretary of the Trust. These individuals receive no compensation directly from the Trust. Another employee of the Advisor serves as Chief Compliance Officer and Anti-Money Laundering Officer. This individual's related compensation, along with the compensation of staff who administer the Funds' compliance program, and certain other expenses are reimbursed to the Advisor by the Funds and are reflected on the Statements of Operations as "Compliance services fees".

5. Administration Fees

JPMorgan Chase Bank, N.A. acts as the Trust's administrator (the "Administrator"). The Administrator provides certain administrative services to the Funds, including fund accounting, fund administration and certain compliance services, pursuant to a Fund Services Agreement. For these services, each Fund shall pay the Administrator monthly, a fee accrued daily and based on average net assets. Each Fund may also reimburse the Administrator for such out-of-pocket expenses as incurred by the Administrator in the performance of its duties. Such fees are reflected on the Statements of Operations as "Administration Fees". Certain employees of the Administrator are also officers of the Trust.

6. Custodian Fees

JPMorgan Chase Bank, N.A. acts as custodian for the Funds in accordance with a Custody Agreement. The custodian holds cash, securities and other assets of the Funds as required by the 1940 Act. Custodian fees are payable monthly based on assets held in custody, investment purchases and sales activity and account maintenance fees, plus reimbursement for certain out-of-pocket expenses. Such fees are reflected on the Statements of Operations as "Custodian Fees".

7. Listing, Data and Related Fees

The Funds may incur costs relating to their initial and ongoing listing on an exchange and for the calculation and dissemination of Indicative Optimized Portfolio Values (IOPVs). Additionally, a Fund may enter into a license agreement for the right to use an Index and the related Trade Mark(s) and to receive data related to the index from the index provider. The portion of such costs attributed to each Fund is reflected on the Statements of Operations as "Listing, Data and related fees".

8. Trustees Fees

The Trust, together with other affiliated trusts, pay each Independent Trustee an aggregate fee consisting of a $325,000 annual retainer (paid in quarterly increments) for services provided as a Board member. Prior to July 1, 2021, each Independent trustee was paid a $185,000 annual retainer for services provided as a Board member, plus a quarterly in-person meeting fee of $10,000, an in-person special meeting fee of $3,000 and a telephonic meeting fee of $3,000. Such fees are allocated between the Funds and other affiliated funds. Each Fund's share of these fees, together with reimbursable expenses of the Trustees, is reflected on the Statements of Operations as "Trustees Fees".

9. Distribution and Service Plan

SEI Investments Distribution Co. serves as the Funds' distributor. The Trust has adopted a Distribution and Service (12b-1) Plan pursuant to which each Fund may bear a 12b-1 fee not to exceed 0.25% per annum of the Fund's average daily net assets. No 12b-1 fees are currently paid by the Funds, and there are currently no plans to impose these fees.

290 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

10. Issuance and Redemption of Fund Shares

Each Fund issues and redeems its shares only to Authorized Participants (typically broker-dealers) in exchange for the deposit or delivery of a basket of assets (securities and/or cash), in large blocks known as Creation Units, each of which is comprised of a specified number of shares.

To the extent the Funds permit the contribution of securities in exchange for the purchase of shares (contribution in-kind), shares may be issued in advance of receipt by the Fund of all or a portion of the applicable Deposit Securities. In these circumstances, the Fund may require the Authorized Participant to maintain with the Trust an amount up to 115% and/or 125% of the daily mark-to-market value of the missing Deposit Securities.

Retail investors may only purchase and sell Fund shares on a national securities exchange through a broker-dealer and such transactions may be subject to customary commission rates imposed by the broker-dealer.

Authorized Participants may pay transaction fees to offset transfer and other transaction costs associated with the issuance and redemption of Creation Units. Transaction fees related to unsettled Creation Unit transactions are included in the receivable for capital shares issued on the Statements of Assets and Liabilities. None of the Funds had any transaction fees for the year ended May 31, 2022 or the year ended May 31, 2021.

11. Investment Transactions

For the year ended May 31, 2022, the cost of securities purchased and proceeds from sales of securities (U.S. government securities for ProShares Ultra 7-10 Year Treasury and ProShares Ultra 20+ Year Treasury), excluding short-term securities, derivatives and in-kind transactions, were:

Fund	Purchases		Sales
Ultra 7-10 Year Treasury	$	5,657,954	$	20,802,361
Ultra 20+ Year Treasury		21,879,605		7,138,246
Ultra Basic Materials		11,185,341		2,874,592
Ultra Consumer Goods		30,670,482		1,014,623
Ultra Consumer Services		22,727,094		4,091,967
Ultra Dow30SM		256,492,739		15,651,692
Ultra Financials		1,290,328,722		51,603,827
Ultra Health Care		273,582,693		15,897,597
Ultra Industrials		40,449,691		2,046,956
Ultra MidCap400		80,909,103		74,420,150
Ultra MSCI Japan		25,469,028		15,674,619
Ultra Nasdaq Biotechnology		47,794,498		114,059,286
Ultra Nasdaq Cloud Computing		1,206,723		1,625,155
Ultra Nasdaq Cybersecurity		100,074		—
Ultra Oil & Gas		112,971,194		46,005,646
Ultra QQQ		4,881,233,050		2,377,497,010
Ultra Real Estate		47,358,323		9,796,445
Ultra Russell2000		550,800,007		123,767,278
Ultra S&P500®		3,478,154,965		703,306,097
Ultra Semiconductors		373,127,046		218,396,519
Ultra SmallCap600		17,420,173		8,005,951
Ultra Technology		796,408,009		282,237,178
Ultra Telecommunications		695,444		605,773
Ultra Utilities		8,235,492		3,640,526
UltraPro Dow30SM		1,217,911,057		252,388,169
UltraPro MidCap400		69,886,538		32,016,029
UltraPro QQQ		23,303,283,069		15,937,978,332
UltraPro Russell2000		924,683,496		153,868,814
UltraPro S&P500®		4,213,746,582		1,463,472,762

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 291

12. In-Kind Transactions

During the period presented in this report, certain Funds delivered portfolio securities in exchange for the redemption of shares (redemption-in-kind). Cash and securities were transferred for redemptions at fair value. For financial reporting purposes, the Funds recorded net realized gains and losses in connection with each transaction.

For the year ended May 31, 2022, the fair value of the securities transferred for redemptions, and the net realized gains (losses) recorded in connection with the transactions were as follows:

Fund	Fair Value		Net Realized Gains (Losses)
Ultra 20+ Year Treasury	$	24,464,046	$	(742,803	)
Ultra Basic Materials		50,405,334		10,108,504
Ultra Consumer Goods		32,406,999		1,773,129
Ultra Consumer Services		24,874,756		1,817,884
Ultra Dow30SM		254,218,226		33,207,902
Ultra Financials		1,275,192,371		178,062,449
Ultra Health Care		301,378,693		27,397,070
Ultra Industrials		50,916,228		5,920,779
Ultra MidCap400		50,965,023		13,421,526
Ultra MSCI Japan		5,955,059		12,469
Ultra Nasdaq Biotechnology		165,095,120		16,320,565
Ultra Nasdaq Cybersecurity		105,831		14,939
Ultra Oil & Gas		220,975,976		71,112,874
Ultra QQQ		4,061,750,970		832,746,488
Ultra Real Estate		36,288,402		6,816,533
Ultra Russell2000		824,759,884		29,735,418
Ultra S&P500®		5,273,809,214		623,194,381
Ultra Semiconductors		322,149,785		52,205,092
Ultra SmallCap600		8,036,217		2,283,773
Ultra Technology		612,392,182		150,392,191
Ultra Utilities		9,328,079		594,325
UltraPro Dow30SM		3,152,907,560		114,080,071
UltraPro MidCap400		40,856,924		3,353,681
UltraPro QQQ		16,906,163,425		2,172,349,139
UltraPro Russell2000		700,314,554		4,839,711
UltraPro S&P500®		5,159,142,910		331,502,190

In addition, during the period, certain Funds received securities in exchange for subscriptions of shares (subscriptions-in-kind). For the year ended May 31, 2022, the fair value of the securities received for subscriptions were as follows:

Fund	Fair Value
Ultra Basic Materials	$	5,333,602
Ultra Consumer Goods		1,243,677
Ultra Health Care		51,373,562
Ultra Industrials		1,690,987
Ultra MidCap400		13,602,165
Ultra Nasdaq Biotechnology		90,236,319
Ultra Nasdaq Cloud Computing		1,923,968
Ultra Nasdaq Cybersecurity		53,898
Ultra Oil & Gas		24,919,973
Ultra QQQ		1,531,746,155
Ultra Real Estate		13,386,364
Ultra Russell2000		5,156,000
Ultra S&P500®		2,643,259,790
Ultra Semiconductors		166,552,236

292 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

Fund	Fair Value
Ultra SmallCap600	$	3,699,458
Ultra Technology		109,454,186
Ultra Utilities		11,244,809
UltraPro Dow30SM		2,094,087,262
UltraPro MidCap400		5,749,060
UltraPro QQQ		14,699,400,830
UltraPro S&P500®		3,349,109,647

13. Share Splits and Reverse Share Splits

Effective January 13, 2022, each of ProShares Ultra Consumer Services, ProShares Ultra S&P500^®, ProShares Ultra Technology, ProShares UltraPro QQQ and ProShares UltraPro S&P500^®, underwent a 2-for-1 share split; ProShares Ultra Consumer Goods underwent a 4-for-1 share split; ProShares Short Real Estate, ProShares UltraShort Financials and ProShares UltraShort Technology underwent a 1-for-2 reverse share split and cusip change and ProShares UltraPro Short QQQ, ProShares UltraPro Short Russell2000, ProShares UltraShort Dow30^SM, ProShares UltraShort Oil & Gas and UltraShort S&P500^® underwent a 1-for-5 reverse share split and cusip change.

Effective May 27, 2022, each of ProShares Ultra Basic Materials and ProShares Ultra Oil & Gas underwent a 4-for-1 share split; ProShares UltraShort Consumer Services and ProShares UltraShort MSCI Brazil Capped underwent a 1-for-2 reverse share split and cusip change.

The effect of the share split transactions was to multiply the number of outstanding shares of the Funds by the split factor, with a corresponding decrease in the net asset value per share; and the effect of the reverse share split transactions was to divide the number of outstanding shares of the Funds by the reverse split factor, with a corresponding increase in the net asset value per share. These transactions did not change the net assets of the Funds or the value of a shareholder's investment. The historical share transactions presented in the Statements of Changes in Net Assets and per share data presented in the Financial Highlights have been adjusted retroactively to give effect to the share splits and reverse share splits. Additionally, when the application of reverse share splits resulted in fractional shares for beneficial shareholders, a portion of the cost of shares redeemed, as presented in the Statements of Changes in Net Assets, reflects payment of fractional share balances on beneficial shareholder accounts.

14. Risk

Some risks apply to all Funds, while others are specific to the investment strategy of certain Funds. Each Fund may be subject to other risks in addition to these identified risks. This section discusses certain common principal risks encountered by the Funds.

•  Risks Associated with the Use of Derivatives

Certain Funds obtain investment exposure through derivatives (including investing in futures contracts, options on futures contracts, securities and indexes, forward contracts, swap agreements and similar instruments). Investing in derivatives may be considered aggressive and may expose a Fund to risks different from, or possibly greater than, the risks associated with investing directly in securities underlying the derivative, including: 1) the risk that there may be imperfect correlation between the price of financial instruments and movements in the prices of the underlying reference asset(s); 2) the risk that an instrument is mispriced; 3) credit or counterparty risk on the amount each Fund expects to receive from a counterparty; 4) the risk that securities prices, interest rates and currency markets will move adversely and a Fund will incur significant losses; 5) the risk that the cost of holding a financial instrument might exceed its total return; and 6) the possible absence of a liquid secondary market for a particular instrument and possible exchange-imposed price fluctuation limits, either of which may make it difficult or impossible to adjust a Fund's position in a particular instrument when desired. The occurrence of any of these factors may prevent the Fund from achieving its investment objective. Because derivatives often require limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested.

Certain Funds may use a combination of swaps on an underlying index or swaps on an ETF that is designed to track the performance of that index. The performance of an ETF may not track the performance of its underlying index due to embedded costs and other factors. Thus, to the extent a Fund invests in swaps that use an ETF as the reference asset, that Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with its index as it would if the Fund used only swaps on the underlying index.

Moreover, with respect to the use of swap agreements, if an index has a dramatic intraday move that causes a material decline in a Fund's net assets, the terms of a swap agreement between the Fund and its counterparty may permit the counterparty to immediately close out the transaction with the Fund. In that event, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve the desired exposure consistent with the Fund's investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. Any costs associated with using derivatives will also have the effect of lowering the Fund's return.

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 293

•  Leverage Risk

Certain Funds utilize leverage (i.e., obtain investment exposure in excess of their assets) in seeking to achieve their investment objective and will lose more money in market environments adverse to their daily objective than similar funds that do not employ leverage.

Because the Funds that utilize leverage include either a -3x or 3x multiplier or a -2x or 2x multiplier, a single day adverse price movement approaching 33% or 50%, respectively, in a relevant benchmark, could result in the total loss of an investor's investment.

•  Concentration Risk

Certain Funds may typically concentrate their investments in issuers of one or more particular industries to the same extent that their underlying indexes are so concentrated and to the extent permitted by applicable regulatory guidance. There is a risk that those issuers (or industry sectors) will perform poorly and negatively impact a Fund. Concentration risk results from maintaining exposure (long or short) to issuers conducting business in a specific industry. The risk of concentrating investments in a limited number of issuers in a particular industry is that a Fund will be more susceptible to the risks associated with that industry than a Fund that does not concentrate its investments.

•  Correlation Risk

There is no guarantee that a Fund will achieve a high degree of correlation with its index or a multiple or inverse thereof. Failure to achieve a high degree of correlation may prevent a Fund from achieving its investment objective. The percentage change of the Fund's NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the percentage change of the Fund's index on such day. A number of other factors may adversely affect a Fund's correlation with its index, including material over- or under-exposure, fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, infrequent trading in the securities underlying its index, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which a Fund invests. While each Fund generally attempts to track the performance of the Index by investing all, or substantially all, of its assets in the securities that make up the Index in approximately the same proportion as their weighting in the Index, at times a Fund may not have investment exposure to all securities in its index, or, with respect to equity funds, its weighting of investment exposure to such securities, financial investments or industries may be different from that of the index. In addition, a Fund may invest in securities or financial investments not included in the index or in financial instruments. Each Fund may take or refrain from taking positions in order to improve tax efficiency or comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund's correlation with its index. A Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to its index and may be impacted by index reconstitutions and index rebalancing events. Additionally, a Fund's underlying investments may trade on markets that may or may not be open on the same day as the Fund. Furthermore, a Fund's currency holdings may be valued at a different time than the level of its index. In addition, the Funds with a foreign currency hedging strategy may also be unable to perfectly match the Index and will introduce additional costs, both sources of additional correlation risk. Any of these factors could decrease correlation between the performance of a Fund and the index and may hinder a Fund's ability to meet its investment objective.

•  Counterparty Risk

A Fund will be subject to credit risk (i.e., the risk that a counterparty is unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount the Fund expects to receive from counterparties to financial instruments (including derivatives and repurchase agreements) entered into by the Fund. A Fund generally structures the agreements such that either party can terminate the contract without penalty prior to the termination date. If a counterparty terminates a contract, a Fund may not be able to invest in other derivatives to achieve the desired exposure, or achieving such exposure may be more expensive. A Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations under such an agreement.

At May 31, 2022, the ProShares Ultra Consumer Goods, ProShares Ultra Financials, ProShares Ultra Oil & Gas, ProShares Ultra Semiconductors, ProShares UltraPro Dow30^SM, ProShares UltraPro Short Dow30^SM, ProShares UltraPro Short MidCap400, ProShares UltraPro Short Russell2000, ProShares UltraShort Consumer Services, ProShares UltraShort Industrials, ProShares UltraShort MSCI EAFE, ProShares UltraShort MSCI Emerging Markets, ProShares UltraShort Nasdaq Biotechnology, ProShares UltraShort QQQ, ProShares UltraShort Russell2000 and ProShares UltraShort Technology had net unrealized appreciation on swaps with a single counterparty which exceeded 5% of each Fund's net assets.

•  Geographic Concentration Risk

Certain Funds that focus their investments in companies economically tied to particular foreign countries or geographic regions may be particularly susceptible to political, social, economic or regulatory events affecting those countries or regions. The performance of such Funds may be more volatile than a more geographically diversified fund.

•  Foreign Currency Risk

Certain Funds may seek leveraged, inverse, or inverse leveraged exposure to investments denominated in foreign currencies. Investments denominated in foreign currencies are exposed to more risk than those investments denominated in U.S. dollars. The value of an investment

294 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Regulatory fees or higher custody fees maybe imposed on foreign currency holdings.

•  Liquidity Risk

In certain circumstances, such as the disruption of the orderly markets for the securities and/or financial instruments in which a Fund invests, the Fund might not be able to acquire or dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Advisor. Markets for the securities and/or financial instruments in which a Fund invests may be disrupted by a number of events, including but not limited to economic crises, natural disasters, new legislation, or regulatory changes inside or outside of the U.S. For example, regulation limiting the ability of certain financial institutions to invest in certain securities would likely reduce the liquidity of those securities. These situations may prevent a Fund from limiting losses, realizing gains or achieving a high correlation with its index.

•  Debt Instrument Risk

Certain Funds invest in, or seek leveraged, inverse, or inverse leveraged exposure to, debt instruments. Debt instruments may have varying levels of sensitivity to changes in interest rates and other factors. In addition, changes in the credit quality of the issuer of a debt instrument (including a default) can also affect the price of a debt instrument, as can an issuer's default on its payment obligations. These factors may cause the value of an investment in a Fund to change.

•  Natural Disaster/Epidemic Risk

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility 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, 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. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under these circumstances, the Fund may have difficulty achieving its investment objectives which may adversely impact Fund performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Fund's investment advisor, third party service providers and counterparties), 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 substantial market volatility, exchange trading suspensions and closures, changes in the availability of and the margin requirements for certain instruments, and can impact the ability of the Fund to complete redemptions and otherwise affect Fund performance and Fund trading in the secondary market. A widespread crisis would also affect the global economy in ways that cannot necessarily be foreseen. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these could have a significant impact on a Fund's performance, resulting in losses to your investment.

•  Risk that Current Assumptions and Expectations Could Become Outdated as a Result of Global Economic Shock

The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19 (including any variants). These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to quickly become outdated or inaccurate, resulting in significant losses. Additionally, other public health issues, war, military conflicts, sanctions, acts of terrorism, sustained elevated inflation, supply chain issues or other events could have a significant negative impact on global financial markets and economies. Russia's recent military incursions in Ukraine have led to, and may lead to additional sanctions being levied by the United States, European Union and other countries against Russia. Russia's military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the value of the Fund's investments, even beyond any direct exposure the Fund may have to the region or to adjoining geographic regions. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could have a severe adverse effect on the region, including significant negative impacts on the economy and the markets for certain securities and commodities, such as oil and natural gas. How long such tensions and related events will last cannot be predicted. These tensions and any related events could have significant impact on the Fund performance and the value of an investment in the Fund.

PROSHARES TRUST NOTES TO FINANCIAL STATEMENTS :: MAY 31, 2022 :: 295

15. Indemnifications

Under the Trust's organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business the Trust enters into contracts that contain a variety of general indemnifications. The Trust's maximum exposure under these arrangements cannot be known; however, the Trust expects risk of significant loss to be remote.

16. Transactions with Lehman Brothers Holdings, Inc.

On September 15, 2008, Lehman Brothers Holdings, Inc. filed a petition for Chapter 11 bankruptcy. Prior thereto, the Funds transacted business with subsidiaries of Lehman (together with Lehman Brothers Holdings, Inc., "Lehman") whereby Lehman acted as a counterparty to certain derivative transactions and as a broker-dealer for certain investment transactions. All derivative and brokerage transactions with Lehman were terminated and executed, respectively, prior to September 15, 2008, but certain settlement payments related to such transactions were not due to be made until on or after September 15. Settlement of these transactions has been delayed due to Lehman's bankruptcy proceedings.

To the extent that Lehman, the Securities Investor Protection Corporation ("SIPC") and/or any clearing agency (the "Potential Paying Parties") fail to pay the Funds in connection with the settlement of such transactions, the Advisor has agreed to reimburse the Funds for any such losses. Specifically, the Receivables Agreement among the Advisor, ProFund Advisors LLC (an investment adviser affiliated with the Advisor), ProFunds Trust, and the Trust (collectively, the "PF Trusts") (each affiliated and under common controls with the other PF Trusts) provides that the investment adviser to specified funds of the PF Trusts will contribute cash to any such fund, equal to the amounts owed to the fund from Lehman for brokerage transactions and/or written over-the-counter derivatives agreements as of September 15, 2008 (the "Lehman Obligations"). The Receivable Agreement will not terminate until all Lehman Obligations are paid. Payments under the Receivable Agreement are triggered if any specified fund of a PF Trust does not recover the full amounts owed to it by Lehman following conclusion of all bankruptcy, liquidation and SIPC proceedings relating to Lehman. Management has determined that the Advisor has a sufficient financial ability to cover any shortfall in payments from the Potential Paying Parties, including the full amount of such outstanding balances if necessary. Accordingly, no loss is expected to be realized by the Funds. The outstanding swap agreement and brokerage transaction balances due from Lehman are included in "Due from (to) counterparty" and "Receivable for investments sold", respectively, on the Statements of Assets and Liabilities.

17. Subsequent Events

Subsequent events occurring after the date of this report have been evaluated for potential impact, for purposes of recognition or disclosure in the financial statements, through the date the report was issued.

296 :: MAY 31, 2022 :: NOTES TO FINANCIAL STATEMENTS PROSHARES TRUST

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of ProShares Trust and Shareholders of each of the eighty-one funds listed below

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments (or summary schedules of portfolio investments for the Funds indicated with an asterisk below), of each of the funds listed below (eighty-one of the funds constituting ProShares Trust, hereafter collectively referred to as the "Funds") as of May 31, 2022, the related statements of operations and of changes in net assets for each of the periods listed below, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of May 31, 2022, the results of each of their operations, the changes in each of their net assets for each of the periods listed below, and each of the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America.

Short 7-10 Year Treasury (a)
Short 20+ Year Treasury (a)
Short Dow30^SM (a)
Short Financials (a)
Short FTSE China 50 (a)
Short High Yield (a)
Short MidCap400 (a)
Short MSCI EAFE (a)
Short MSCI Emerging Markets (a)
Short QQQ (a)
Short Real Estate (a)
Short Russell2000 (a)
Short S&P500^® (a)
Short SmallCap600 (a)
Ultra 7-10 Year Treasury (a)
Ultra 20+ Year Treasury (a)
Ultra Basic Materials (a)
Ultra Consumer Goods (a)
Ultra Consumer Services (a)
Ultra Dow30^SM (a)
Ultra Financials * (a)
Ultra FTSE China 50 (a)
Ultra FTSE Europe (a)
Ultra Health Care (a)
Ultra High Yield (a)
Ultra Industrials * (a)
Ultra MidCap400 * (a)
Ultra MSCI Brazil Capped (a)
Ultra MSCI EAFE (a)
Ultra MSCI Emerging Markets (a)
Ultra MSCI Japan (a)
Ultra Nasdaq Biotechnology * (a)
Ultra Nasdaq Cloud Computing (b)
Ultra Nasdaq Cybersecurity (b)
Ultra Oil & Gas (a)
Ultra QQQ (a)
Ultra Real Estate (a)
Ultra Russell2000 * (a)
Ultra S&P500^® * (a)
Ultra Semiconductors (a)
Ultra SmallCap600 * (a)
Ultra Technology (a)
Ultra Telecommunications (a)
Ultra Utilities (a)
UltraPro Dow30^SM (a)
UltraPro MidCap400 * (a)
UltraPro QQQ (a)
UltraPro Russell2000 * (a)
UltraPro S&P500^® * (a)
UltraPro Short 20+ Year Treasury (a)
UltraPro Short Dow30^SM (a)
UltraPro Short MidCap400 (a)
UltraPro Short QQQ (a)
UltraPro Short Russell2000 (a)
UltraPro Short S&P500^® (a)
UltraShort 7-10 Year Treasury (a)
UltraShort 20+ Year Treasury (a)
UltraShort Basic Materials (a)
UltraShort Consumer Goods (a)
UltraShort Consumer Services (a)
UltraShort Dow30^SM (a)
UltraShort Financials (a)
UltraShort FTSE China 50 (a)
UltraShort FTSE Europe (a)
UltraShort Health Care (a)
UltraShort Industrials (a)
UltraShort MidCap400 (a)
UltraShort MSCI Brazil Capped (a)
UltraShort MSCI EAFE (a)
UltraShort MSCI Emerging Markets (a)
UltraShort MSCI Japan (a)
UltraShort Nasdaq Biotechnology (a)
UltraShort Oil & Gas (a)
UltraShort QQQ (a)
UltraShort Real Estate (a)
UltraShort Russell2000 (a)
UltraShort S&P500^® (a)
UltraShort Semiconductors (a)
UltraShort SmallCap600 (a)
UltraShort Technology (a)
UltraShort Utilities (a)

(a)  Statement of operations for the year ended May 31, 2022, and statement of changes in net assets for each of the two years in the period ended May 31, 2022.

(b)  Statement of operations for the year ended May 31, 2022 and statement of changes in net assets for the year ended May 31, 2022 and for the period January 19, 2021 (commencement of investment operations) through May 31, 2021.

Basis for Opinions

These financial statements are the responsibility of the Funds' management. Our responsibility is to express an opinion on the Funds' financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation

PROSHARES TRUST REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM :: 297

of securities owned as of May 31, 2022 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland
July 27, 2022

We have served as the auditor of one or more investment companies in ProFunds and ProShares Trust group since 1997.

298 :: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PROSHARES TRUST

Federal Tax Information

Under the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the "Act"), the percentages of ordinary dividends paid during the tax year ended October 31, 2021 are designated as "qualified dividend income" (QDI), as defined in the Act, subject to reduced tax rates in 2021. The Funds also qualify for the dividends received deduction (DRD) for corporate shareholders. The Funds designated up to the maximum amount of qualified interest income (QII) from ordinary distributions paid during the tax year ended October 31, 2021.

Funds with Short-Term Capital Gain Designation

For the tax year ended October 31, 2021, the Trust does not have any ordinary distributions paid during the Trust's tax year that are from qualified short-term capital gain. The funds designate up to the maximum amount of Qualified Short Term Gains.

Funds with Equalization

For the tax year ended October 31, 2021, the following Funds utilized equalization to offset long-term capital gains with the amounts stated below:

Fund	Long-Term
Ultra Consumer Services	$	6,993
Ultra Dow30SM		4,540,122
Ultra MSCI Japan		1,047,452
Ultra QQQ		44,589,425
Ultra S&P500®		39,510,314
Ultra Semiconductors		1
Ultra Technology		67,222
UltraPro Dow30SM		7,968,810
UltraPro QQQ		129,111,385
UltraPro S&P500®		23,837,200

Proxy Voting Information

A description of the Trust's (1) proxy voting policies, (2) proxy voting procedures and (3) information regarding how the Trust voted any proxies related to portfolio securities for the prior twelve-month period ended June 30, is available by August 31 of each year, without charge, upon request by contacting the Fund directly at 1-866-PRO-5125 or on the Securities and Exchange Commission ("SEC") Website (http://www.sec.gov).

Quarterly Portfolio Holdings Information

The Funds will file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT (Form N-Q for filings prior to March 1, 2019). The Funds' Form N-PORT will be available on the SEC's Website at http://www.sec.gov. The Funds' Form N-PORT may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Premium/Discount Information

Information about the differences between the daily market price on the secondary markets for shares of a Fund and the Fund's net asset value may be found on the website at www.ProShares.com

PROSHARES TRUST MISC. INFORMATION (UNAUDITED) :: 299

Name, Address and Birth Date	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios* in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Independent Trustees
William D. Fertig c/o ProFunds 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 9/56	Trustee	Indefinite; June 2011 to present	Context Capital Management (Alternative Asset Management): Chief Investment Officer (September 2002 to present)	ProShares (119) ProFunds (116)	Context Capital
Russell S. Reynolds, III c/o ProFunds 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 7/57	Trustee	Indefinite; November 2005 to present	RSR Partners and predecessor company (Retained Executive Recruitment and Corporate Governance Consulting): Managing Director (February 1993 to present)	ProShares (119) ProFunds (116)	RSR Partners, Inc.
Michael C. Wachs c/o ProFunds 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 10/61	Trustee	Indefinite; November 2005 to present	Linden Lane Capital Partners LLC (Real Estate Investment and Development): Managing Principal (2010 to present)	ProShares (119) ProFunds (116)	NAIOP (the Commercial Real Estate Development Association)
Interested Trustee and Chairman of the Board
Michael L. Sapir** 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 5/58	Trustee and Chairman	Indefinite; 2002 to present	Chairman and Chief Executive Officer of the ProShare Advisors (November 2005 to present); ProFund Advisors LLC (April 1997 to present); and ProShare Capital Management LLC (August 2008 to present)	ProShares (119) ProFunds (116)

*  Represents number of operational portfolios in Fund complex overseen by Trustee.

**  Mr. Sapir is an "interested person," as defined by the 1940 Act, because of his ownership interest in ProShare Advisors.

The Statement of Additional Information ("SAI") includes additional information about the Trust's Trustees and is available, without charge, upon request by contacting the Fund directly at 1-866-PRO-5125.

300 :: TRUSTEES AND EXECUTIVE OFFICERS OF PROSHARES TRUST (UNAUDITED) PROSHARES TRUST

Name, Address and Birth Date	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Officers
Todd B. Johnson 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 1/64	President	Indefinite; January 2014 to present	Chief Investment Officer of the Proshare Advisors (December 2008 to present); ProFund Advisors LLC (December 2008 to present); and ProShare Capital Management LLC (February 2009 to present)
Maria PC Sell 3 Canal Plaza, Suite 100 Portland, ME 04101 Birth Date: 2/78	Treasurer	Indefinite; June 2022 to present	Director, Fund Officer Services, Foreside Financial Group, LLC (June 2021 to present); Assistant Treasurer, ProShares Trust (September 2021 to June 2022); Franklin Templeton: Director, Fund Administration and Reporting (April 2014 to April 2021)
Victor M. Frye, Esq. 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 10/58	Chief Compliance Officer and AML Officer	Indefinite; November 2005 to present	Counsel and Chief Compliance Officer of the ProShare Advisors (December 2004 to present) and ProFund Advisors LLC (October 2002 to present); Secretary of ProFunds Distributors, Inc. (April 2008 to present)
Richard F. Morris 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 8/67	Chief Legal Officer and Secretary	Indefinite; December 2015 to present	General Counsel of ProShareAdvisors; ProFund Advisors LLC; and ProShare Capital Management LLC (December 2015 to present); Chief Legal Officer of ProFunds Distributors, Inc. (December 2015 to present)

PROSHARES TRUST TRUSTEES AND EXECUTIVE OFFICERS OF PROSHARES TRUST (UNAUDITED) :: 301

ProShares Trust

7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814

866.PRO.5125 866.776.5125

ProShares.com

Geared ETFs seek returns that are either 3x, 2x, -1x, -2x or -3x the return of an index or other benchmark (target) for a single day, as measured from one NAV calculation to the next. Due to the compounding of daily returns, ProShares' returns over periods other than one day will likely differ in amount and possibly direction from the target return for the same period. These effects may be more pronounced in funds with larger or inverse multiples and in funds with volatile benchmarks. Investors should monitor their holdings consistent with their strategies, as frequently as daily. For more on correlation, leverage and other risks, please read the prospectus.

This report is submitted for the general information of the shareholders of ProShares. It is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus. To obtain the most recent month end performance information for each ETF, visit ProShares.com.

"QQQ", "NASDAQ-100^®" and "NASDAQ Biotechnology Index^®" are trademarks of The NASDAQ OMX Group, Inc. "Standard & Poor's^®", "S&P^®", "S&P 500^®", "S&P MidCap 400^®", "S&P SmallCap 600^®", "Standard & Poor's 500^®", certain "S&P Select Industry Indices", "Dow Jones Index", "DJ", "Dow Jones Industrial Average^SM", "The Dow 30^SM", "Dow Jones U.S. Sector Indexes", "Dow Jones Select Sector Indexes" are products of S&P Dow Jones Indices LLC and its affiliates. The "Russell 2000^® Index" and "Russell^®" are trademarks of Russell Investment Group. "MSCI", "MSCI Inc.", "MSCI Index" and "EAFE" are service marks of MSCI. "ICE U.S. 7-10 Year Bond Index^TM" and "ICE U.S. 20+ Year Bond Index^TM" are trademarks of Intercontinental Exchange, Inc. "iBoxx^®" is a registered trademark of Markit Indices Limited. All have been licensed for use by ProShares. "S&P^®" is a registered trademark of Standard & Poor's Financial Services LLC ("S&P") and "Dow Jones^®" is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow Jones") and have been licensed for use by S&P Dow Jones Indices LLC and its affiliates. "FTSE^®" is a trademark of the London Stock Exchange plc and The Financial Times Limited and is used by FTSE International Limited ("FTSE") under license. ProShares have not been passed on by these entities or their subsidiaries or affiliates as to their legality or suitability. ProShares are not sponsored, endorsed, sold or promoted by these entities or their subsidiaries or affiliates, and they make no representation regarding the advisability of investing in ProShares. THESE ENTITIES AND THEIR SUBSIDIARIES AND AFFILIATES MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO PROSHARES.

© 2021 ProShare Advisors LLC. All rights reserved.  PSGAN0522

(b) Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule.

Not applicable.

Item 2. Code of Ethics.

As of the end of the period, May 31, 2022, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics is included as Exhibit 13(a)(1). There were no amendments or waivers to the code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The Board of Trustees has determined that William D. Fertig is an audit committee financial expert, as defined in Item 3 of Form N-CSR. William D. Fertig is independent for purposes of Item 3 of Form N-CSR

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

For the fiscal year ended May 31, 2022, PricewaterhouseCoopers LLP (“PwC”), the Fund’s independent registered public accounting firm, billed the Funds aggregate fees of $1,743,249 for professional services rendered for the audit of the Funds’ annual financial statements included in the Funds’ annual report to shareholders.

For the fiscal year ended May 31, 2021, PricewaterhouseCoopers LLP (“PwC”), the Fund’s independent registered public accounting firm, billed the Funds aggregate fees of $1,632,185 for professional services rendered for the audit of the Funds’ annual financial statements included in the Funds’ annual report to shareholders.

(b) Audit-Related Fees

For the fiscal year ended May 31, 2022, PwC did not bill the Funds any fees for assurances and related services that are reasonably related to the performance of the audit of the Funds’ financial statements and are not reported under the section Audit Fees above.

For the fiscal year ended May 31, 2021, PwC did not bill the Funds any fees for assurances and related services that are reasonably related to the performance of the audit of the Funds’ financial statements and are not reported under the section Audit Fees above.

(c) Tax Fees

For the fiscal year ended May 31, 2022, PwC billed the Funds aggregate fees of $1,038,920 for professional services rendered for tax compliance, tax advice and tax planning. The nature of the services comprising the Tax Fees was the preparation of the Funds’ federal and state income tax returns, preparation of tax returns for certain foreign jurisdictions, excise tax calculations and returns and review of the Funds’ calculations of capital gain and income distributions.

For the fiscal year ended May 31, 2021, PwC billed the Funds aggregate fees of $936,075 for professional services rendered for tax compliance, tax advice and tax planning. The nature of the services comprising the Tax Fees was the preparation of the Funds’ federal and state income tax returns, preparation of tax returns for certain foreign jurisdictions, excise tax calculations and returns and review of the Funds’ calculations of capital gain and income distributions.

(d) All Other Fees

For the fiscal year ended May 31, 2022, PwC did not bill the Funds any fees for products and services other than those disclosed above.

For the fiscal year ended May 31, 2021, PwC did not bill the Funds any fees for products and services other than those disclosed above.

(e)(1) The Audit Committee may pre-approve at any regularly scheduled Audit Committee meeting audit, audit-related, tax and other non-audit services to be rendered or that may be rendered by the Auditor to the Trust and certain non-audit services to be rendered by the Auditor to the Advisor which require pre-approval by the Audit Committee. In connection with such preapprovals, the Auditor, or a Trust officer, with the assistance of the Auditor, shall provide the Audit Committee with a report containing information about each type of service to be pre-approved at the meeting.

The Trust will use a combination of the approaches for pre-approving proposed services: (1) the proposed service may be specifically pre-approved by the Audit Committee (“specific pre-approval”) or (2) may be pre-approved without consideration of specific case-by-case services by the audit committee (“general pre-approval”). Unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee. Additionally, any proposed services exceeding pre-approved cost levels will also require specific pre-approval by the Audit Committee.

(e)(2) For the fiscal years ended May 31, 2022 and May 31, 2021, the Funds’ Audit Committee did not waive the pre-approval requirement of any non-audit services to be provided to the Funds by PwC.

(f) Not applicable.

(g) For the fiscal year ended May 31, 2022, PwC billed aggregate non-audit fees to the Funds of $1,038,920 as disclosed in Items 4(b), 4(c) and 4(d) above. During this period, PwC did not provide any services to the Funds’ investment adviser, ProShare Advisors LLC.

For the fiscal year ended May 31, 2021, PwC billed aggregate non-audit fees to the Funds of $936,075 as disclosed in Items 4 (b), 4(c) and 4(d) above. During this period, PwC did not provide any services to the Funds’ investment adviser, ProShare Advisors LLC.

(h) Not applicable.

(i) Not applicable.

(j) Not applicable.

Item 5. Audit Committee of Listed Registrants.

(a) The registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act of 1934 and has a separately-designated audit committee established in accordance with Section 3(s)(58(A) of the Exchange Act of 1934. The registrant’s audit committee members are Michael C. Wachs, Russell S. Reynolds, III and William D. Fertig.

(b) Not applicable.

Item 6. Investments

(a) Schedule I – Investments in securities of unaffiliated issuers

For those Funds which included a Summary Schedule of Investments in the annual report, full schedules of investments are included below.

Hedge Replication ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
COMMON STOCKS - 20.5%
Aerospace & Defense - 0.2%
AAR Corp.*		126		6,076
Aerojet Rocketdyne Holdings, Inc.*		276		11,244
AeroVironment, Inc.*		82		7,541
AerSale Corp.*		57		790
Astronics Corp.*		92		966
Byrna Technologies, Inc.*		68		548
Cadre Holdings, Inc.		24		604
Ducommun, Inc.*		41		1,872
Kaman Corp.		102		3,693
Kratos Defense & Security Solutions, Inc.*		452		6,518
Maxar Technologies, Inc.		267		7,973
Moog, Inc., Class A		107		8,709
National Presto Industries, Inc.		19		1,284
Park Aerospace Corp.		72		877
Parsons Corp.*		97		3,787
Triumph Group, Inc.*		234		3,580
Vectrus, Inc.*		44		1,576
				67,638
Air Freight & Logistics - 0.1%
Air Transport Services Group, Inc.*		219		6,618
Atlas Air Worldwide Holdings, Inc.*		106		7,389
Forward Air Corp.		99		9,226
Hub Group, Inc., Class A*		122		8,904
Radiant Logistics, Inc.*		144		955
				33,092
Airlines - 0.1%
Allegiant Travel Co.*		55		8,220
Frontier Group Holdings, Inc.*		129		1,387
Hawaiian Holdings, Inc.*		187		3,319
Mesa Air Group, Inc.*		131		402
SkyWest, Inc.*		184		4,961
Spirit Airlines, Inc.*		348		7,290
Sun Country Airlines Holdings, Inc.*		120		2,838
				28,417
Auto Components - 0.3%
Adient plc*		348		12,316
American Axle & Manufacturing Holdings, Inc.*		414		3,358
Cooper-Standard Holdings, Inc.*		62		348
Dana, Inc.		535		8,860
Dorman Products, Inc.*		97		9,802
Fox Factory Holding Corp.*		155		12,713
Gentherm, Inc.*		123		8,480
Goodyear Tire & Rubber Co. (The)*		1,019		13,165
LCI Industries		92		10,996
Modine Manufacturing Co.*		185		2,187
Motorcar Parts of America, Inc.*		69		1,023
Patrick Industries, Inc.		83		4,989
Standard Motor Products, Inc.		76		3,036
Stoneridge, Inc.*		96		1,985
Tenneco, Inc., Class A*		250		4,328
Visteon Corp.*		102		11,445
XL Fleet Corp.*		443		536
XPEL, Inc.*(a)		66		3,407
				112,974
Automobiles - 0.0%(b)
Arcimoto, Inc.*		106		424
Canoo, Inc.*		393		1,317
Fisker, Inc.*		601		6,238
Lordstown Motors Corp.*		574		1,188
Winnebago Industries, Inc.		120		5,934
Workhorse Group, Inc.*		570		1,761
				16,862
Banks - 1.9%
1st Source Corp.		62		2,915
Allegiance Bancshares, Inc.		70		2,817
Amalgamated Financial Corp.		49		1,065
Amerant Bancorp, Inc.		96		2,828
American National Bankshares, Inc.		40		1,424
Ameris Bancorp		245		11,170
Arrow Financial Corp.		50		1,656
Associated Banc-Corp.		549		11,364
Atlantic Union Bankshares Corp.		277		9,767
Banc of California, Inc.		202		3,886
BancFirst Corp.		63		5,716
Bancorp, Inc. (The)*		193		4,020
Bank First Corp.		25		1,817
Bank of Marin Bancorp		56		1,842
Bank of NT Butterfield & Son Ltd. (The)		185		5,842
BankUnited, Inc.		315		13,123
Banner Corp.		126		7,322
Bar Harbor Bankshares		53		1,444
Berkshire Hills Bancorp, Inc.		179		4,674
Blue Ridge Bankshares, Inc.		63		958
Brookline Bancorp, Inc.		284		4,024
Business First Bancshares, Inc.		70		1,549
Byline Bancorp, Inc.		92		2,298
Cadence Bank		664		17,749
Cambridge Bancorp		25		2,087
Camden National Corp.		52		2,302
Capital Bancorp, Inc.		30		703
Capital City Bank Group, Inc.		49		1,338
Capstar Financial Holdings, Inc.		75		1,562
Carter Bankshares, Inc.*		95		1,405
Cathay General Bancorp		267		10,976
CBTX, Inc.		67		1,904
Central Pacific Financial Corp.		101		2,438
Citizens & Northern Corp.		55		1,339
City Holding Co.		54		4,433
Civista Bancshares, Inc.		53		1,132
CNB Financial Corp.		58		1,458
Coastal Financial Corp.*		39		1,539
Columbia Banking System, Inc.		289		8,713
Community Bank System, Inc.		198		13,068
Community Trust Bancorp, Inc.		56		2,355
ConnectOne Bancorp, Inc.		137		3,776
CrossFirst Bankshares, Inc.*		170		2,283
Customers Bancorp, Inc.*		113		4,667
CVB Financial Corp.		504		12,489
Dime Community Bancshares, Inc.		124		3,899
Eagle Bancorp, Inc.		117		5,799
Eastern Bankshares, Inc.		633		12,325
Enterprise Bancorp, Inc.		34		1,148
Enterprise Financial Services Corp.		128		5,928
Equity Bancshares, Inc., Class A		49		1,593
Farmers National Banc Corp.		114		1,770
FB Financial Corp.		123		5,168

See accompanying notes to the financial statements.

Hedge Replication ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Fidelity D&D Bancorp, Inc.		15		591
Financial Institutions, Inc.		57		1,605
First Bancorp, Inc. (The)		39		1,181
First Bancorp/NC		127		4,759
First Bancorp/PR		733		10,944
First Bancshares, Inc. (The)		74		2,227
First Bank		56		801
First Busey Corp.		186		4,362
First Commonwealth Financial Corp.		346		4,847
First Community Bankshares, Inc.		62		1,786
First Financial Bancorp		341		7,154
First Financial Bankshares, Inc.		480		19,795
First Financial Corp.		43		1,934
First Foundation, Inc.		185		4,172
First Internet Bancorp		34		1,314
First Interstate BancSystem, Inc., Class A		322		12,259
First Merchants Corp.		212		8,726
First Mid Bancshares, Inc.		61		2,297
First of Long Island Corp. (The)		82		1,560
Five Star Bancorp		45		1,171
Flushing Financial Corp.		107		2,472
Fulton Financial Corp.		585		9,272
German American Bancorp, Inc.		92		3,499
Glacier Bancorp, Inc.		405		19,606
Great Southern Bancorp, Inc.		38		2,255
Guaranty Bancshares, Inc.		30		1,094
Hancock Whitney Corp.		318		15,849
Hanmi Financial Corp.		113		2,637
HarborOne Bancorp, Inc.		173		2,472
HBT Financial, Inc.		39		678
Heartland Financial USA, Inc.		148		6,546
Heritage Commerce Corp.		216		2,478
Heritage Financial Corp.		128		3,341
Hilltop Holdings, Inc.		227		6,812
Home BancShares, Inc.		562		12,696
HomeStreet, Inc.		72		2,902
HomeTrust Bancshares, Inc.		54		1,449
Hope Bancorp, Inc.		426		6,211
Horizon Bancorp, Inc.		158		2,839
Independent Bank Corp.		169		14,078
Independent Bank Corp./MI		74		1,466
Independent Bank Group, Inc.		137		10,012
International Bancshares Corp.		199		8,344
Lakeland Bancorp, Inc.		224		3,476
Lakeland Financial Corp.		90		6,494
Live Oak Bancshares, Inc.		118		4,739
Macatawa Bank Corp.		97		899
Mercantile Bank Corp.		56		1,851
Meta Financial Group, Inc.		108		4,490
Metrocity Bankshares, Inc.		70		1,422
Metropolitan Bank Holding Corp.*		38		2,935
Mid Penn Bancorp, Inc.		52		1,428
Midland States Bancorp, Inc.		78		2,097
MidWestOne Financial Group, Inc.		52		1,582
MVB Financial Corp.		39		1,456
National Bank Holdings Corp., Class A		106		4,320
NBT Bancorp, Inc.		154		5,695
Nicolet Bankshares, Inc.*		43		3,434
Northrim Bancorp, Inc.		22		914
Northwest Bancshares, Inc.		452		5,826
OceanFirst Financial Corp.		216		4,357
OFG Bancorp		180		5,101
Old National Bancorp		1,085		17,252
Old Second Bancorp, Inc.		102		1,558
Origin Bancorp, Inc.		82		3,205
Orrstown Financial Services, Inc.		42		1,032
Pacific Premier Bancorp, Inc.		344		11,201
Park National Corp.		52		6,433
Peapack-Gladstone Financial Corp.		65		2,190
Peoples Bancorp, Inc.		93		2,658
Peoples Financial Services Corp.		26		1,374
Preferred Bank		49		3,357
Premier Financial Corp.		133		3,614
Primis Financial Corp.		89		1,201
QCR Holdings, Inc.		61		3,381
RBB Bancorp		51		1,094
Red River Bancshares, Inc.		17		873
Renasant Corp.		201		6,219
Republic Bancorp, Inc., Class A		34		1,562
Republic First Bancorp, Inc.*		166		674
S&T Bancorp, Inc.		142		4,176
Sandy Spring Bancorp, Inc.		163		6,903
Seacoast Banking Corp. of Florida		202		6,916
ServisFirst Bancshares, Inc.		184		15,338
Sierra Bancorp		51		1,104
Silvergate Capital Corp., Class A*		103		8,085
Simmons First National Corp., Class A		458		11,775
SmartFinancial, Inc.		50		1,295
South Plains Financial, Inc.		40		989
Southern First Bancshares, Inc.*		28		1,263
Southside Bancshares, Inc.		115		4,638
SouthState Corp.		284		22,953
Stock Yards Bancorp, Inc.		89		5,251
Summit Financial Group, Inc.		43		1,177
Texas Capital Bancshares, Inc.*		188		10,628
Third Coast Bancshares, Inc.*		15		373
Tompkins Financial Corp.		51		3,887
Towne Bank		247		7,282
TriCo Bancshares		102		4,625
Triumph Bancorp, Inc.*		88		6,401
Trustmark Corp.		225		6,545
UMB Financial Corp.		161		14,868
United Bankshares, Inc.		487		18,292
United Community Banks, Inc.		386		12,132
Univest Financial Corp.		106		2,809
Valley National Bancorp		1,475		18,747
Veritex Holdings, Inc.		175		6,030
Washington Federal, Inc.		238		7,723
Washington Trust Bancorp, Inc.		63		3,163
WesBanco, Inc.		221		7,527
West Bancorp, Inc.		58		1,476
Westamerica Bancorp		96		5,780
				834,905
Beverages - 0.1%
Celsius Holdings, Inc.*		199		13,351
Coca-Cola Consolidated, Inc.		18		10,169
Duckhorn Portfolio, Inc. (The)*		132		2,594
MGP Ingredients, Inc.		52		5,037
National Beverage Corp.		87		4,318
Primo Water Corp.		578		8,277
Zevia PBC, Class A*		40		98
				43,844
Biotechnology - 1.2%
2seventy bio, Inc.*		86		1,066

See accompanying notes to the financial statements.

Hedge Replication ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
4D Molecular Therapeutics, Inc.*		103		782
89bio, Inc.*		38		114
ACADIA Pharmaceuticals, Inc.*		441		7,122
Acumen Pharmaceuticals, Inc.*		106		375
Adagio Therapeutics, Inc.*		218		645
Adicet Bio, Inc.*		95		1,123
Adverum Biotechnologies, Inc.*		321		288
Aeglea BioTherapeutics, Inc.*		150		237
Aerovate Therapeutics, Inc.*		47		571
Affimed NV*		428		1,327
Agenus, Inc.*		809		1,351
Agios Pharmaceuticals, Inc.*		200		3,894
Akebia Therapeutics, Inc.*		644		238
Akero Therapeutics, Inc.*		95		821
Akouos, Inc.*		90		281
Alaunos Therapeutics, Inc.*		773		400
Albireo Pharma, Inc.*		62		1,236
Aldeyra Therapeutics, Inc.*		180		556
Alector, Inc.*		216		1,914
Aligos Therapeutics, Inc.*		79		102
Alkermes plc*		590		17,611
Allakos, Inc.*		132		396
Allogene Therapeutics, Inc.*		249		1,975
Allovir, Inc.*		109		422
Alpine Immune Sciences, Inc.*		44		409
Altimmune, Inc.*		145		734
ALX Oncology Holdings, Inc.*		65		499
Amicus Therapeutics, Inc.*		968		7,376
AnaptysBio, Inc.*		71		1,348
Anavex Life Sciences Corp.*		247		2,250
Anika Therapeutics, Inc.*		52		1,130
Annexon, Inc.*		116		364
Apellis Pharmaceuticals, Inc.*		288		11,938
Applied Molecular Transport, Inc.*		93		308
Applied Therapeutics, Inc.*		67		96
AquaBounty Technologies, Inc.*		242		361
Arbutus Biopharma Corp.*		336		816
Arcellx, Inc.*		34		412
Arcturus Therapeutics Holdings, Inc.*		77		1,531
Arcus Biosciences, Inc.*		165		3,127
Arcutis Biotherapeutics, Inc.*		102		2,130
Ardelyx, Inc.*		358		235
Arrowhead Pharmaceuticals, Inc.*		379		12,643
Atara Biotherapeutics, Inc.*		319		1,659
Athenex, Inc.*		319		153
Athersys, Inc.*		785		173
Atossa Therapeutics, Inc.*		433		421
Atreca, Inc., Class A*		98		165
Aura Biosciences, Inc.*		21		367
Avalo Therapeutics, Inc.*		230		83
Avid Bioservices, Inc.*		221		2,955
Avidity Biosciences, Inc.*		138		1,922
Avita Medical, Inc.*		90		513
Avrobio, Inc.*		141		137
Beam Therapeutics, Inc.*		189		6,649
Beyondspring, Inc.*		84		115
BioAtla, Inc.*		57		137
BioCryst Pharmaceuticals, Inc.*		664		6,182
Biohaven Pharmaceutical Holding Co. Ltd.*		205		29,465
Biomea Fusion, Inc.*		81		445
Bioxcel Therapeutics, Inc.*		63		737
Black Diamond Therapeutics, Inc.*		85		144
Bluebird Bio, Inc.*		249		797
Blueprint Medicines Corp.*		217		11,935
Bolt Biotherapeutics, Inc.*		85		144
Bridgebio Pharma, Inc.*		392		2,677
Brooklyn ImmunoTherapeutics, Inc.*		112		75
C4 Therapeutics, Inc.*		141		1,024
Cardiff Oncology, Inc.*		142		192
CareDx, Inc.*		187		4,703
Caribou Biosciences, Inc.*		189		1,574
Catalyst Pharmaceuticals, Inc.*		358		2,578
Celcuity, Inc.*		36		235
Celldex Therapeutics, Inc.*		170		3,998
CEL-SCI Corp.*		135		493
Century Therapeutics, Inc.*		63		547
Cerevel Therapeutics Holdings, Inc.*		150		3,919
ChemoCentryx, Inc.*		199		4,432
Chimerix, Inc.*		269		506
Chinook Therapeutics, Inc.*		148		2,247
Clene, Inc.*		77		168
Clovis Oncology, Inc.*		416		289
Codiak Biosciences, Inc.*		58		162
Cogent Biosciences, Inc.*		136		627
Coherus Biosciences, Inc.*		239		1,754
Cortexyme, Inc.*		74		192
Crinetics Pharmaceuticals, Inc.*		170		2,847
Cue Biopharma, Inc.*		115		445
Cullinan Oncology, Inc.*		95		1,016
Curis, Inc.*		320		245
Cyteir Therapeutics, Inc.*		70		133
Cytokinetics, Inc.*		293		11,691
CytomX Therapeutics, Inc.*		239		385
Day One Biopharmaceuticals, Inc.*		83		516
Deciphera Pharmaceuticals, Inc.*		146		1,583
Denali Therapeutics, Inc.*		335		8,137
DermTech, Inc.*		90		598
Design Therapeutics, Inc.*		98		1,223
Dynavax Technologies Corp.*		397		4,708
Dyne Therapeutics, Inc.*		112		539
Eagle Pharmaceuticals, Inc.*		44		2,055
Editas Medicine, Inc.*		251		2,859
Eiger BioPharmaceuticals, Inc.*		119		826
Eliem Therapeutics, Inc.*		23		88
Emergent BioSolutions, Inc.*		180		5,933
Enanta Pharmaceuticals, Inc.*		72		2,875
Entrada Therapeutics, Inc.*		40		270
Epizyme, Inc.*		530		223
Erasca, Inc.*		235		1,274
Evelo Biosciences, Inc.*		114		239
Exagen, Inc.*		39		195
Fate Therapeutics, Inc.*		300		6,930
FibroGen, Inc.*		316		3,109
Finch Therapeutics Group, Inc.*		29		69
Foghorn Therapeutics, Inc.*		72		929
Forma Therapeutics Holdings, Inc.*		126		717
Forte Biosciences, Inc.*		45		59
Fortress Biotech, Inc.*		272		234
Frequency Therapeutics, Inc.*		122		137
G1 Therapeutics, Inc.*		145		705
Gemini Therapeutics, Inc.*		82		105
Generation Bio Co.*		162		910
Geron Corp.*		1,123		1,550
Global Blood Therapeutics, Inc.*		227		5,661

See accompanying notes to the financial statements.

Hedge Replication ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Gossamer Bio, Inc.*		228		1,607
Graphite Bio, Inc.*		110		258
Greenwich Lifesciences, Inc.*		15		116
Gritstone bio, Inc.*		159		321
GT Biopharma, Inc.*		66		182
Halozyme Therapeutics, Inc.*		509		23,404
Harpoon Therapeutics, Inc.*		70		144
Heron Therapeutics, Inc.*		340		1,122
Homology Medicines, Inc.*		155		228
Hookipa Pharma, Inc.*		73		126
Humanigen, Inc.*		181		395
iBio, Inc.*		797		192
Icosavax, Inc.*		90		611
Ideaya Biosciences, Inc.*		122		1,360
IGM Biosciences, Inc.*		31		520
Imago Biosciences, Inc.*		73		1,180
Immuneering Corp., Class A*		70		314
Immunic, Inc.*		69		428
ImmunityBio, Inc.*		257		966
ImmunoGen, Inc.*		792		2,899
Immunovant, Inc.*		149		632
Impel Pharmaceuticals, Inc.*		25		172
Infinity Pharmaceuticals, Inc.*		323		217
Inhibrx, Inc.*		102		1,333
Inovio Pharmaceuticals, Inc.*		762		1,425
Inozyme Pharma, Inc.*		52		192
Insmed, Inc.*		435		8,187
Instil Bio, Inc.*		199		1,195
Intellia Therapeutics, Inc.*		257		11,858
Intercept Pharmaceuticals, Inc.*		92		1,665
Ironwood Pharmaceuticals, Inc.*		540		6,086
iTeos Therapeutics, Inc.*		74		1,295
IVERIC bio, Inc.*		422		4,406
Janux Therapeutics, Inc.*		65		723
Jounce Therapeutics, Inc.*		123		476
KalVista Pharmaceuticals, Inc.*		82		729
Karuna Therapeutics, Inc.*		82		8,554
Karyopharm Therapeutics, Inc.*		265		1,664
Keros Therapeutics, Inc.*		56		1,893
Kezar Life Sciences, Inc.*		139		702
Kiniksa Pharmaceuticals Ltd., Class A*		107		820
Kinnate Biopharma, Inc.*		95		754
Kodiak Sciences, Inc.*		124		898
Kronos Bio, Inc.*		143		532
Krystal Biotech, Inc.*		73		4,298
Kura Oncology, Inc.*		234		3,079
Kymera Therapeutics, Inc.*		127		1,812
Lexicon Pharmaceuticals, Inc.*		258		457
Ligand Pharmaceuticals, Inc.*		54		4,801
Lineage Cell Therapeutics, Inc.*		464		580
Lyell Immunopharma, Inc.*		547		2,265
MacroGenics, Inc.*		222		770
Madrigal Pharmaceuticals, Inc.*		45		2,988
Magenta Therapeutics, Inc.*		112		130
MannKind Corp.*(c)		912		3,812
MEI Pharma, Inc.*		473		225
MeiraGTx Holdings plc*		111		931
Mersana Therapeutics, Inc.*		265		885
MiMedx Group, Inc.*		409		1,599
MiNK Therapeutics, Inc.*		9		14
Mirum Pharmaceuticals, Inc.*		14		327
Molecular Templates, Inc.*		137		135
Monte Rosa Therapeutics, Inc.*		106		820
Morphic Holding, Inc.*		77		1,805
Mustang Bio, Inc.*		276		178
Myriad Genetics, Inc.*		293		5,637
Neoleukin Therapeutics, Inc.*		133		133
NexImmune, Inc.*		65		148
Nkarta, Inc.*		51		736
Nurix Therapeutics, Inc.*		116		1,170
Nuvalent, Inc., Class A*		67		594
Ocugen, Inc.*		682		1,616
Olema Pharmaceuticals, Inc.*		95		272
Omega Therapeutics, Inc.*		82		186
Oncocyte Corp.*		224		242
Oncorus, Inc.*		77		92
Oncternal Therapeutics, Inc.*		164		243
Organogenesis Holdings, Inc.*		256		1,436
ORIC Pharmaceuticals, Inc.*		117		391
Outlook Therapeutics, Inc.*		421		484
Oyster Point Pharma, Inc.*		42		165
Passage Bio, Inc.*		137		247
PMV Pharmaceuticals, Inc.*		97		1,141
Portage Biotech, Inc.*		19		190
Poseida Therapeutics, Inc.*		108		245
Praxis Precision Medicines, Inc.*		123		1,021
Precigen, Inc.*		351		470
Precision BioSciences, Inc.*		188		316
Prelude Therapeutics, Inc.*		41		172
Prometheus Biosciences, Inc.*		112		2,919
Protagonist Therapeutics, Inc.*		165		1,445
Prothena Corp. plc*		133		3,622
PTC Therapeutics, Inc.*		256		7,519
Puma Biotechnology, Inc.*		121		235
Pyxis Oncology, Inc.*		41		101
Radius Health, Inc.*		172		1,089
Rallybio Corp.*		66		898
RAPT Therapeutics, Inc.*		78		1,148
Recursion Pharmaceuticals, Inc., Class A*		425		2,601
REGENXBIO, Inc.*		145		3,051
Relay Therapeutics, Inc.*		257		4,184
Reneo Pharmaceuticals, Inc.*		35		72
Replimune Group, Inc.*		113		1,642
REVOLUTION Medicines, Inc.*		220		3,736
Rhythm Pharmaceuticals, Inc.*		162		557
Rigel Pharmaceuticals, Inc.*		630		1,140
Rocket Pharmaceuticals, Inc.*		151		1,789
Rubius Therapeutics, Inc.*		169		186
Sana Biotechnology, Inc.*		317		1,626
Sangamo Therapeutics, Inc.*		437		1,595
Scholar Rock Holding Corp.*		104		522
Selecta Biosciences, Inc.*		341		301
Sensei Biotherapeutics, Inc.*		78		148
Sera Prognostics, Inc., Class A*		32		44
Seres Therapeutics, Inc.*		257		797
Sesen Bio, Inc.*		744		456
Shattuck Labs, Inc.*		99		283
Sigilon Therapeutics, Inc.*		57		43
Silverback Therapeutics, Inc.*		77		269
Solid Biosciences, Inc.*		222		127
Sorrento Therapeutics, Inc.*		1,103		1,809
Spectrum Pharmaceuticals, Inc.*		602		450
Spero Therapeutics, Inc.*		90		106
SpringWorks Therapeutics, Inc.*		108		2,046
Spruce Biosciences, Inc.*		35		55
SQZ Biotechnologies Co.*		85		302

See accompanying notes to the financial statements.

Hedge Replication ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Stoke Therapeutics, Inc.*		70		848
Summit Therapeutics, Inc.*		99		132
Surface Oncology, Inc.*		133		246
Sutro Biopharma, Inc.*		160		696
Syndax Pharmaceuticals, Inc.*		180		2,970
Syros Pharmaceuticals, Inc.*		215		177
Talaris Therapeutics, Inc.*		78		672
Taysha Gene Therapies, Inc.*		83		212
TCR2 Therapeutics, Inc.*		114		264
Tenaya Therapeutics, Inc.*		105		703
TG Therapeutics, Inc.*		478		2,113
Tonix Pharmaceuticals Holding Corp.*		57		139
Travere Therapeutics, Inc.*		219		5,105
Trevena, Inc.*		604		188
Turning Point Therapeutics, Inc.*		170		6,013
Twist Bioscience Corp.*		204		6,944
Tyra Biosciences, Inc.*		45		307
UroGen Pharma Ltd.*		72		383
Vanda Pharmaceuticals, Inc.*		202		1,986
Vaxart, Inc.*		453		1,649
Vaxcyte, Inc.*		156		3,742
VBI Vaccines, Inc.*		696		637
Vera Therapeutics, Inc.*		50		727
Veracyte, Inc.*		247		4,342
Verastem, Inc.*		637		815
Vericel Corp.*		171		4,643
Verve Therapeutics, Inc.*		134		2,031
Vigil Neuroscience, Inc.*		26		76
Viking Therapeutics, Inc.*		253		562
Vincerx Pharma, Inc.*		62		101
Vir Biotechnology, Inc.*		222		5,730
Viracta Therapeutics, Inc.*		134		284
VistaGen Therapeutics, Inc.*		716		823
Vor BioPharma, Inc.*		70		295
Werewolf Therapeutics, Inc.*		98		371
XBiotech, Inc.		55		302
Xencor, Inc.*		210		4,689
Xilio Therapeutics, Inc.*		29		87
XOMA Corp.*		23		419
Y-mAbs Therapeutics, Inc.*		130		1,617
Zentalis Pharmaceuticals, Inc.*		134		3,231
				520,485
Building Products - 0.3%
AAON, Inc.		153		8,198
American Woodmark Corp.*		61		3,177
Apogee Enterprises, Inc.		90		3,744
Caesarstone Ltd.		82		747
Cornerstone Building Brands, Inc.*		202		4,959
CSW Industrials, Inc.		54		5,731
Gibraltar Industries, Inc.*		122		5,095
Griffon Corp.		190		6,093
Insteel Industries, Inc.		68		2,816
JELD-WEN Holding, Inc.*		336		6,327
Masonite International Corp.*		88		8,081
PGT Innovations, Inc.*		213		4,281
Quanex Building Products Corp.		124		2,522
Resideo Technologies, Inc.*		532		12,566
Simpson Manufacturing Co., Inc.		160		17,336
UFP Industries, Inc.		222		17,138
View, Inc.*		364		462
Zurn Water Solutions Corp.		447		12,883
				122,156
Capital Markets - 0.3%
Artisan Partners Asset Management, Inc., Class A		217		8,335
AssetMark Financial Holdings, Inc.*		67		1,400
Associated Capital Group, Inc., Class A		6		238
B Riley Financial, Inc.		74		4,022
BGC Partners, Inc., Class A		1,166		3,801
Blucora, Inc.*		179		3,166
Brightsphere Investment Group, Inc.		120		2,447
Cohen & Steers, Inc.		92		7,011
Cowen, Inc., Class A		97		2,574
Diamond Hill Investment Group, Inc.		11		2,059
Donnelley Financial Solutions, Inc.*		109		3,391
Federated Hermes, Inc.		343		11,652
Focus Financial Partners, Inc., Class A*		239		9,010
GAMCO Investors, Inc., Class A		19		391
GCM Grosvenor, Inc., Class A		163		1,335
Greenhill & Co., Inc.		51		627
Hamilton Lane, Inc., Class A		129		8,972
Houlihan Lokey, Inc.		189		16,243
Moelis & Co., Class A		224		10,510
Open Lending Corp., Class A*		384		5,053
Oppenheimer Holdings, Inc., Class A		34		1,214
Piper Sandler Cos.		64		8,435
PJT Partners, Inc., Class A		88		6,674
Pzena Investment Management, Inc., Class A		62		438
Sculptor Capital Management, Inc.		82		986
StepStone Group, Inc., Class A		168		4,580
StoneX Group, Inc.*		63		4,729
Value Line, Inc.		4		282
Virtus Investment Partners, Inc.		27		5,202
WisdomTree Investments, Inc.		495		2,945
				137,722
Chemicals - 0.4%
AdvanSix, Inc.		101		4,679
American Vanguard Corp.		108		2,665
Amyris, Inc.*		653		1,665
Aspen Aerogels, Inc.*		81		1,419
Avient Corp.		335		16,482
Balchem Corp.		120		14,932
Cabot Corp.		208		15,727
Chase Corp.		28		2,262
Danimer Scientific, Inc.*		334		1,466
Ecovyst, Inc.		219		2,249
FutureFuel Corp.		95		683
GCP Applied Technologies, Inc.*		247		7,687
Hawkins, Inc.		71		2,567
HB Fuller Co.		195		13,861
Ingevity Corp.*		146		10,173
Innospec, Inc.		91		9,285
Intrepid Potash, Inc.*		38		2,503
Koppers Holdings, Inc.		76		2,060
Kronos Worldwide, Inc.		82		1,562
Livent Corp.*		597		18,979
Marrone Bio Innovations, Inc.*		375		439
Minerals Technologies, Inc.		123		8,150

See accompanying notes to the financial statements.

Hedge Replication ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Orion Engineered Carbons SA		222		4,287
PureCycle Technologies, Inc.*		212		1,810
Quaker Chemical Corp.		49		7,664
Rayonier Advanced Materials, Inc.*		227		874
Schweitzer-Mauduit International, Inc.		116		3,146
Sensient Technologies Corp.		155		13,553
Stepan Co.		79		8,857
Tredegar Corp.		97		1,175
Trinseo plc		142		6,715
Tronox Holdings plc, Class A		421		7,582
Valhi, Inc.		9		417
Zymergen, Inc.*		298		423
				197,998
Commercial Services & Supplies - 0.4%
ABM Industries, Inc.		247		11,942
ACCO Brands Corp.		343		2,586
Aris Water Solution, Inc., Class A		72		1,471
Brady Corp., Class A		173		8,392
BrightView Holdings, Inc.*		175		2,275
Brink's Co. (The)		177		10,767
Casella Waste Systems, Inc., Class A*		180		12,884
CECO Environmental Corp.*		116		726
Cimpress plc*		64		2,789
CompX International, Inc.		5		111
CoreCivic, Inc., REIT*		441		5,676
Deluxe Corp.		156		3,733
Ennis, Inc.		94		1,706
GEO Group, Inc. (The), REIT*		434		3,086
Harsco Corp.*		289		2,399
Healthcare Services Group, Inc.		276		4,739
Heritage-Crystal Clean, Inc.*		56		1,544
HNI Corp.		160		6,101
Interface, Inc.		215		3,094
KAR Auction Services, Inc.*		445		7,107
Kimball International, Inc., Class B		133		1,136
Matthews International Corp., Class A		115		3,721
MillerKnoll, Inc.		274		8,275
Montrose Environmental Group, Inc.*		97		3,929
NL Industries, Inc.		31		284
Pitney Bowes, Inc.		649		3,037
SP Plus Corp.*		84		2,685
Steelcase, Inc., Class A		315		3,862
Team, Inc.*		99		117
Tetra Tech, Inc.		199		26,859
UniFirst Corp.		54		8,826
Viad Corp.*		74		2,229
VSE Corp.		40		1,554
				159,642
Communications Equipment - 0.1%
ADTRAN, Inc.		179		3,317
Aviat Networks, Inc.*		42		1,231
CalAmp Corp.*		132		958
Calix, Inc.*		203		7,499
Cambium Networks Corp.*		41		586
Casa Systems, Inc.*		119		524
Clearfield, Inc.*		43		2,657
Comtech Telecommunications Corp.		95		1,188
Digi International, Inc.*		129		2,851
DZS, Inc.*		63		1,102
EMCORE Corp.*		137		452
Extreme Networks, Inc.*		468		4,643
Harmonic, Inc.*		334		3,216
Infinera Corp.*		674		3,862
Inseego Corp.*		314		647
KVH Industries, Inc.*		55		428
NETGEAR, Inc.*		107		2,038
NetScout Systems, Inc.*		258		8,857
Plantronics, Inc.*		156		6,159
Ribbon Communications, Inc.*		260		736
Viavi Solutions, Inc.*		846		12,242
				65,193
Construction & Engineering - 0.3%
Ameresco, Inc., Class A*		114		6,694
API Group Corp.*		744		12,983
Arcosa, Inc.		178		9,411
Argan, Inc.		54		2,159
Comfort Systems USA, Inc.		132		11,843
Concrete Pumping Holdings, Inc.*		96		519
Construction Partners, Inc., Class A*		146		3,357
Dycom Industries, Inc.*		109		10,149
EMCOR Group, Inc.		197		20,809
Fluor Corp.*		523		14,764
Granite Construction, Inc.		169		5,518
Great Lakes Dredge & Dock Corp.*		238		3,499
IES Holdings, Inc.*		33		1,019
Infrastructure and Energy Alternatives, Inc.*		102		829
INNOVATE Corp.*		176		428
Matrix Service Co.*		97		585
MYR Group, Inc.*		61		5,588
Northwest Pipe Co.*		36		1,203
NV5 Global, Inc.*		48		5,913
Primoris Services Corp.		198		4,807
Sterling Construction Co., Inc.*		102		2,510
Tutor Perini Corp.*		151		1,531
WillScot Mobile Mini Holdings Corp.*		768		27,441
				153,559
Construction Materials - 0.0%(b)
Summit Materials, Inc., Class A*		437		11,935
United States Lime & Minerals, Inc.		7		832
				12,767
Consumer Finance - 0.2%
Atlanticus Holdings Corp.*		19		739
Curo Group Holdings Corp.		77		670
Encore Capital Group, Inc.*		92		5,622
Enova International, Inc.*		132		4,169
EZCORP, Inc., Class A*		185		1,402
FirstCash Holdings, Inc.		146		10,899
Green Dot Corp., Class A*		198		5,710
LendingClub Corp.*		369		5,801
LendingTree, Inc.*		44		2,777
Navient Corp.		558		8,928
Nelnet, Inc., Class A		63		5,336
Oportun Financial Corp.*		77		867
PRA Group, Inc.*		160		5,920
PROG Holdings, Inc.*		210		6,130
Regional Management Corp.		28		1,332

See accompanying notes to the financial statements.

Hedge Replication ETF
Schedule of Portfolio Investments
May 31, 2022

Investments	Shares		Value ($)
World Acceptance Corp.*		16		2,369
				68,671
Containers & Packaging - 0.1%
Greif, Inc., Class A		95		5,650
Greif, Inc., Class B		23		1,362
Myers Industries, Inc.		133		3,165
O-I Glass, Inc.*		575		9,459
Pactiv Evergreen, Inc.		159		1,636
Ranpak Holdings Corp.*		138		1,719
TriMas Corp.		160		4,509
				27,500
Distributors - 0.0%(b)
Funko, Inc., Class A*		99		2,017
Greenlane Holdings, Inc., Class A*		69		20
				2,037
Diversified Consumer Services - 0.1%
2U, Inc.*		267		2,488
Adtalem Global Education, Inc.*		183		5,970
American Public Education, Inc.*		68		948
Carriage Services, Inc.		55		2,220
Coursera, Inc.*		269		4,549
European Wax Center, Inc., Class A		48		1,272
Graham Holdings Co., Class B		15		9,195
Laureate Education, Inc., Class A		365		4,646
OneSpaWorld Holdings Ltd.*		198		1,861
Perdoceo Education Corp.*		259		2,826
PowerSchool Holdings, Inc., Class A*		158		2,021
Regis Corp.*		160		123
StoneMor, Inc.*		121		415
Strategic Education, Inc.		90		5,924
Stride, Inc.*		152		5,945
Udemy, Inc.*		51		752
Vivint Smart Home, Inc.*		338		2,015
WW International, Inc.*		194		1,375
				54,545
Diversified Financial Services - 0.0%(b)
Alerus Financial Corp.		54		1,372
A-Mark Precious Metals, Inc.		34		2,585
Banco Latinoamericano de Comercio Exterior SA, Class E		115		1,710
Cannae Holdings, Inc.*		311		6,304
				11,971
Diversified Telecommunication Services - 0.1%
Anterix, Inc.*		44		1,883
ATN International, Inc.		42		1,852
Bandwidth, Inc., Class A*		84		1,767
Cogent Communications Holdings, Inc.		156		9,421
Consolidated Communications Holdings, Inc.*		269		1,781
EchoStar Corp., Class A*		137		3,292
Globalstar, Inc.*		2,238		3,133
IDT Corp., Class B*		52		1,433
Iridium Communications, Inc.*		435		16,143
Liberty Latin America Ltd., Class A*		149		1,417
Liberty Latin America Ltd., Class C*		569		5,411
Ooma, Inc.*		82		1,151
Radius Global Infrastructure, Inc.*		265		3,949
Telesat Corp.*		26		435
				53,068
Electric Utilities - 0.1%
ALLETE, Inc.		194		12,032
MGE Energy, Inc.		132		10,477
Otter Tail Corp.		150		9,808
PNM Resources, Inc.		315		14,972
Portland General Electric Co.		331		16,302
Via Renewables, Inc.		46		390
				63,981
Electrical Equipment - 0.2%
Advent Technologies Holdings, Inc.*		120		163
Allied Motion Technologies, Inc.		45		1,104
American Superconductor Corp.*		102		545
Array Technologies, Inc.*		471		5,219
Atkore, Inc.*		165		17,972
AZZ, Inc.		91		4,073
Babcock & Wilcox Enterprises, Inc.*		205		1,343
Beam Global*		33		472
Blink Charging Co.*		134		2,135
Bloom Energy Corp., Class A*		524		9,180
Encore Wire Corp.		72		9,001
EnerSys		151		10,226
Eos Energy Enterprises, Inc.*		165		228
FTC Solar, Inc.*		150		607
FuelCell Energy, Inc.*		1,362		5,584
GrafTech International Ltd.		739		6,415
Powell Industries, Inc.		34		914
Preformed Line Products Co.		11		682
Romeo Power, Inc.*		363		285
Stem, Inc.*		419		3,620
Thermon Group Holdings, Inc.*		122		1,920
TPI Composites, Inc.*		132		1,820
Vicor Corp.*		77		5,182
				88,690
Electronic Equipment, Instruments & Components - 0.5%
908 Devices, Inc.*		77		1,072
Advanced Energy Industries, Inc.		139		11,323
Aeva Technologies, Inc.*		391		1,271
Akoustis Technologies, Inc.*		190		760
Arlo Technologies, Inc.*		310		2,195
Badger Meter, Inc.		108		8,547
Belden, Inc.		163		9,386
Benchmark Electronics, Inc.		131		3,339
CTS Corp.		118		4,799
Daktronics, Inc.*		137		458
ePlus, Inc.*		98		5,560
Fabrinet*		136		11,814
FARO Technologies, Inc.*		67		2,159
Identiv, Inc.*		79		1,010
II-VI, Inc.*		391		24,437
Insight Enterprises, Inc.*		128		12,649
Iteris, Inc.*		157		432
Itron, Inc.*		167		8,619
Kimball Electronics, Inc.*		89		1,692
Knowles Corp.*		324		6,227
Luna Innovations, Inc.*		115		695
Methode Electronics, Inc.		136		6,127
MicroVision, Inc.*		605		2,178
Napco Security Technologies, Inc.*		107		2,098
nLight, Inc.*		160		1,963

See accompanying notes to the financial statements.

Hedge Replication ETF
Schedule of Portfolio Investments
May 31, 2022

Investments	Shares		Value ($)
Novanta, Inc.*		131		16,108
OSI Systems, Inc.*		62		5,203
Ouster, Inc.*		470		1,034
PAR Technology Corp.*		93		3,495
PC Connection, Inc.		42		1,878
Plexus Corp.*		103		8,734
Rogers Corp.*		69		18,311
Sanmina Corp.*		229		10,051
ScanSource, Inc.*		92		3,564
TTM Technologies, Inc.*		384		5,487
Velodyne Lidar, Inc.*		284		480
Vishay Intertechnology, Inc.		489		9,995
Vishay Precision Group, Inc.*		45		1,368
				216,518
Energy Equipment & Services - 0.3%
Archrock, Inc.		496		4,975
Bristow Group, Inc.*		87		2,766
Cactus, Inc., Class A		204		10,694
ChampionX Corp.		748		17,406
DMC Global, Inc.*		70		1,937
Dril-Quip, Inc.*		130		4,087
Expro Group Holdings NV*		171		2,338
Helix Energy Solutions Group, Inc.*		528		2,450
Helmerich & Payne, Inc.		380		19,133
Liberty Energy, Inc., Class A*		341		5,548
Nabors Industries Ltd.*		26		4,336
National Energy Services Reunited Corp.*		140		1,044
Newpark Resources, Inc.*		334		1,436
NexTier Oilfield Solutions, Inc.*		637		6,943
Oceaneering International, Inc.*		367		4,668
Oil States International, Inc.*		222		1,718
Patterson-UTI Energy, Inc.		686		13,089
ProPetro Holding Corp.*		317		4,137
RPC, Inc.*		248		2,321
Select Energy Services, Inc., Class A*		235		1,990
Solaris Oilfield Infrastructure, Inc., Class A		116		1,564
TETRA Technologies, Inc.*		453		2,274
Tidewater, Inc.*		150		3,818
US Silica Holdings, Inc.*		270		4,774
				125,446
Entertainment - 0.1%
AMC Entertainment Holdings, Inc., Class A*		1,901		27,260
Chicken Soup For The Soul Entertainment, Inc.*		27		179
Cinemark Holdings, Inc.*		398		6,758
CuriosityStream, Inc.*		98		148
Eros STX Global Corp.*		60		118
IMAX Corp.*		184		3,187
Liberty Media Corp.-Liberty Braves, Class A*		38		964
Liberty Media Corp.-Liberty Braves, Class C*		134		3,290
Lions Gate Entertainment Corp., Class A*		216		2,210
Lions Gate Entertainment Corp., Class B*		435		4,085
LiveOne, Inc.*		225		189
Madison Square Garden Entertainment Corp.*		96		6,508
Marcus Corp. (The)*		83		1,301
				56,197
Equity Real Estate Investment Trusts (REITs) - 1.5%
Acadia Realty Trust		319		6,272
Agree Realty Corp.		259		18,019
Alexander & Baldwin, Inc.		267		5,447
Alexander's, Inc.		8		1,938
American Assets Trust, Inc.		184		6,274
Apartment Investment and Management Co., Class A*		558		3,504
Apple Hospitality REIT, Inc.		790		13,201
Armada Hoffler Properties, Inc.		245		3,376
Ashford Hospitality Trust, Inc.*		63		355
Braemar Hotels & Resorts, Inc.		212		1,230
Brandywine Realty Trust		626		6,980
Broadstone Net Lease, Inc.		578		12,225
BRT Apartments Corp.		43		985
CareTrust REIT, Inc.		355		6,578
CatchMark Timber Trust, Inc., Class A		180		2,122
Centerspace REIT		52		4,315
Chatham Lodging Trust*		176		2,242
City Office REIT, Inc.		158		2,203
Clipper Realty, Inc.		44		372
Community Healthcare Trust, Inc.		88		3,316
Corporate Office Properties Trust		414		11,443
CTO Realty Growth, Inc.		22		1,450
DiamondRock Hospitality Co.*		770		7,923
DigitalBridge Group, Inc.*		1,788		10,764
Diversified Healthcare Trust		876		1,988
Easterly Government Properties, Inc.		318		6,242
EastGroup Properties, Inc.		148		23,909
Empire State Realty Trust, Inc., Class A		527		4,216
Equity Commonwealth*		399		10,873
Essential Properties Realty Trust, Inc.		446		10,204
Farmland Partners, Inc.		105		1,577
Four Corners Property Trust, Inc.		286		7,885
Franklin Street Properties Corp.		375		1,695
Getty Realty Corp.		150		4,191
Gladstone Commercial Corp.		136		2,759
Gladstone Land Corp.		116		3,113
Global Medical REIT, Inc.		221		2,873
Global Net Lease, Inc.		385		5,571
Healthcare Realty Trust, Inc.		543		15,785
Hersha Hospitality Trust*		120		1,318
Independence Realty Trust, Inc.		814		19,137
Indus Realty Trust, Inc.		22		1,369
Industrial Logistics Properties Trust		238		3,632
Innovative Industrial Properties, Inc.		93		12,374
iStar, Inc.		247		4,298
Kite Realty Group Trust		800		16,768
LTC Properties, Inc.		142		5,501
LXP Industrial Trust		1,028		11,884
Macerich Co. (The)		787		9,247
National Health Investors, Inc.		161		9,523
National Storage Affiliates Trust		299		15,683
Necessity Retail REIT, Inc. (The)		458		3,655
NETSTREIT Corp.		145		3,049
NexPoint Residential Trust, Inc.		82		6,025
Office Properties Income Trust		176		3,751

See accompanying notes to the financial statements.

Hedge Replication ETF
Schedule of Portfolio Investments
May 31, 2022

Investments	Shares		Value ($)
One Liberty Properties, Inc.		58		1,591
Outfront Media, Inc.		536		11,058
Paramount Group, Inc.		686		6,215
Pebblebrook Hotel Trust		480		10,805
Phillips Edison & Co., Inc.		420		14,171
Physicians Realty Trust		811		15,044
Piedmont Office Realty Trust, Inc., Class A		457		6,736
Plymouth Industrial REIT, Inc.		116		2,356
Postal Realty Trust, Inc., Class A		62		986
PotlatchDeltic Corp.		243		12,748
Preferred Apartment Communities, Inc., Class A		192		4,788
PS Business Parks, Inc.		73		13,697
Retail Opportunity Investments Corp.		438		7,915
RLJ Lodging Trust		608		8,165
RPT Realty		309		3,761
Ryman Hospitality Properties, Inc.*		199		17,769
Sabra Health Care REIT, Inc.		842		11,822
Safehold, Inc.		76		3,409
Saul Centers, Inc.		45		2,208
Seritage Growth Properties, Class A*		137		1,100
Service Properties Trust		604		3,823
SITE Centers Corp.		638		10,029
STAG Industrial, Inc.		660		21,978
Summit Hotel Properties, Inc.*		383		3,347
Sunstone Hotel Investors, Inc.*		801		9,588
Tanger Factory Outlet Centers, Inc.		378		6,619
Terreno Realty Corp.		271		16,452
UMH Properties, Inc.		161		3,170
Uniti Group, Inc.		724		8,210
Universal Health Realty Income Trust		46		2,469
Urban Edge Properties		426		8,030
Urstadt Biddle Properties, Inc., Class A		111		1,954
Veris Residential, Inc.*		323		5,197
Washington REIT		311		7,554
Whitestone REIT		170		2,089
Xenia Hotels & Resorts, Inc.*		419		7,705
				637,187
Food & Staples Retailing - 0.2%
Andersons, Inc. (The)		117		4,400
BJ's Wholesale Club Holdings, Inc.*		504		29,167
Chefs' Warehouse, Inc. (The)*		116		4,145
HF Foods Group, Inc.*		138		733
Ingles Markets, Inc., Class A		51		4,542
MedAvail Holdings, Inc.*		47		80
Natural Grocers by Vitamin Cottage, Inc.		34		601
Performance Food Group Co.*		559		24,227
PriceSmart, Inc.		91		7,155
Rite Aid Corp.*(c)		205		1,142
SpartanNash Co.		132		4,542
Sprouts Farmers Market, Inc.*		414		11,215
United Natural Foods, Inc.*		213		9,033
Village Super Market, Inc., Class A		32		760
Weis Markets, Inc.		61		4,485
				106,227
Food Products - 0.2%
AppHarvest, Inc.*		258		815
B&G Foods, Inc.		236		5,336
Calavo Growers, Inc.		63		2,145
Cal-Maine Foods, Inc.		150		7,160
Fresh Del Monte Produce, Inc.		124		3,167
Hostess Brands, Inc.*		509		10,816
J & J Snack Foods Corp.		53		6,796
John B Sanfilippo & Son, Inc.		33		2,521
Laird Superfood, Inc.*		25		60
Lancaster Colony Corp.		70		8,533
Landec Corp.*		96		912
Limoneira Co.		57		680
Mission Produce, Inc.*		136		1,818
Sanderson Farms, Inc.		74		14,763
Seneca Foods Corp., Class A*		23		1,308
Simply Good Foods Co. (The)*		313		12,507
Sovos Brands, Inc.*		95		1,341
Tattooed Chef, Inc.*		174		1,260
Tootsie Roll Industries, Inc.		57		1,885
TreeHouse Foods, Inc.*		192		7,895
Utz Brands, Inc.		221		3,094
Vita Coco Co., Inc. (The)*		43		527
Vital Farms, Inc.*		91		901
Whole Earth Brands, Inc.*		137		937
				97,177
Gas Utilities - 0.3%
Brookfield Infrastructure Corp., Class A		234		16,509
Chesapeake Utilities Corp.		63		8,415
New Jersey Resources Corp.		356		16,347
Northwest Natural Holding Co.		113		6,135
ONE Gas, Inc.		195		16,969
South Jersey Industries, Inc.		380		13,243
Southwest Gas Holdings, Inc.		242		22,537
Spire, Inc.		187		14,642
				114,797
Health Care Equipment & Supplies - 0.7%
Accelerate Diagnostics, Inc.*		124		75
Accuray, Inc.*		339		705
Acutus Medical, Inc.*		72		50
Alphatec Holdings, Inc.*		260		1,997
AngioDynamics, Inc.*		138		2,709
Apyx Medical Corp.*		116		704
Artivion, Inc.*		140		2,738
Asensus Surgical, Inc.*		863		338
Aspira Women's Health, Inc.*		269		159
AtriCure, Inc.*		165		6,704
Atrion Corp.		5		3,144
Avanos Medical, Inc.*		177		5,078
Axogen, Inc.*		142		1,373
Axonics, Inc.*		169		8,450
BioLife Solutions, Inc.*		40		549
Bioventus, Inc., Class A*		103		1,018
Butterfly Network, Inc.*		493		1,504
Cardiovascular Systems, Inc.*		146		2,374
Cerus Corp.*		621		3,074
ClearPoint Neuro, Inc.*		70		767
CONMED Corp.		107		12,443
CryoPort, Inc.*		149		3,792
Cue Health, Inc.*		53		280
Cutera, Inc.*		64		2,879
CVRx, Inc.*		42		261
CytoSorbents Corp.*		153		295
DarioHealth Corp.*		49		326
Eargo, Inc.*		112		174

See accompanying notes to the financial statements.

Hedge Replication ETF
Schedule of Portfolio Investments
May 31, 2022

Investments	Shares		Value ($)
Glaukos Corp.*		168		6,859
Haemonetics Corp.*		186		11,766
Heska Corp.*		36		3,592
Inari Medical, Inc.*		127		8,357
Inogen, Inc.*		72		1,849
Integer Holdings Corp.*		122		9,733
Invacare Corp.*		126		118
iRadimed Corp.		24		785
iRhythm Technologies, Inc.*		109		15,353
Lantheus Holdings, Inc.*		247		16,924
LeMaitre Vascular, Inc.		69		3,155
LivaNova plc*		197		13,410
Lucid Diagnostics, Inc.*		20		42
Meridian Bioscience, Inc.*		156		4,290
Merit Medical Systems, Inc.*		190		11,664
Mesa Laboratories, Inc.		19		3,976
Natus Medical, Inc.*		125		4,099
Neogen Corp.*		397		10,505
Neuronetics, Inc.*		95		255
NeuroPace, Inc.*		26		162
Nevro Corp.*		128		5,578
NuVasive, Inc.*		191		10,965
Omnicell, Inc.*		161		17,897
OraSure Technologies, Inc.*		264		1,096
Orthofix Medical, Inc.*		70		1,924
OrthoPediatrics Corp.*		50		2,308
Outset Medical, Inc.*		172		3,750
Paragon 28, Inc.*		34		609
PAVmed, Inc.*		269		272
PROCEPT BioRobotics Corp.*		27		1,056
Pulmonx Corp.*		96		1,753
Pulse Biosciences, Inc.*		53		118
Quotient Ltd.*		297		184
Retractable Technologies, Inc.*		64		296
RxSight, Inc.*		64		874
SeaSpine Holdings Corp.*		118		976
Senseonics Holdings, Inc.*		1,594		1,849
Shockwave Medical, Inc.*		125		20,526
SI-BONE, Inc.*		121		1,809
Sientra, Inc.*		217		210
Sight Sciences, Inc.*		82		704
Silk Road Medical, Inc.*		127		4,219
STAAR Surgical Co.*		175		11,540
Stereotaxis, Inc.*		184		370
Surmodics, Inc.*		49		1,922
Tactile Systems Technology, Inc.*		71		721
Talis Biomedical Corp.*		55		58
TransMedics Group, Inc.*		95		2,771
Treace Medical Concepts, Inc.*		112		1,869
UFP Technologies, Inc.*		26		1,988
Utah Medical Products, Inc.		14		1,206
Vapotherm, Inc.*		83		268
Varex Imaging Corp.*		140		3,226
ViewRay, Inc.*		556		1,607
Zynex, Inc.		82		598
				297,971
Health Care Providers & Services - 0.6%
1Life Healthcare, Inc.*		423		3,583
Accolade, Inc.*		189		1,213
AdaptHealth Corp.*		264		4,749
Addus HomeCare Corp.*		55		4,593
Agiliti, Inc.*		87		1,681
AirSculpt Technologies, Inc.*		25		221
Alignment Healthcare, Inc.*		293		3,129
AMN Healthcare Services, Inc.*		173		16,764
Apollo Medical Holdings, Inc.*		139		5,218
Aveanna Healthcare Holdings, Inc.*		145		447
Biodesix, Inc.*		53		78
Brookdale Senior Living, Inc.*		681		3,882
Castle Biosciences, Inc.*		78		1,737
Community Health Systems, Inc.*		458		2,400
CorVel Corp.*		33		4,922
Covetrus, Inc.*		383		7,974
Cross Country Healthcare, Inc.*		132		2,330
Ensign Group, Inc. (The)		194		15,747
Fulgent Genetics, Inc.*		76		4,143
Hanger, Inc.*		138		2,179
HealthEquity, Inc.*		302		18,899
InfuSystem Holdings, Inc.*		66		638
Innovage Holding Corp.*		67		325
Invitae Corp.*		738		2,708
Joint Corp. (The)*		50		834
LHC Group, Inc.*		113		18,833
LifeStance Health Group, Inc.*		265		1,974
MEDNAX, Inc.*		281		5,429
ModivCare, Inc.*		45		4,294
National HealthCare Corp.		45		3,163
National Research Corp.		51		1,830
Ontrak, Inc.*		47		89
OPKO Health, Inc.*		1,471		4,413
Option Care Health, Inc.*		585		17,761
Owens & Minor, Inc.		267		9,313
Patterson Cos., Inc.		315		9,951
Pennant Group, Inc. (The)*		94		1,798
PetIQ, Inc.*		99		1,699
Privia Health Group, Inc.*		153		3,666
Progyny, Inc.*		237		7,492
R1 RCM, Inc.*		437		9,382
RadNet, Inc.*		167		3,429
Select Medical Holdings Corp.		406		9,886
Sharps Compliance Corp.*		69		298
Surgery Partners, Inc.*		127		4,978
Tenet Healthcare Corp.*		392		25,366
Tivity Health, Inc.*		162		5,249
US Physical Therapy, Inc.		46		5,179
Viemed Healthcare, Inc.*		131		752
				266,618
Health Care Technology - 0.1%
Allscripts Healthcare Solutions, Inc.*		447		7,639
American Well Corp., Class A*		674		2,548
Computer Programs and Systems, Inc.*		51		1,626
Convey Health Solutions Holdings, Inc.*		49		304
Evolent Health, Inc., Class A*		294		8,270
Forian, Inc.*		69		213
Health Catalyst, Inc.*		193		2,827
HealthStream, Inc.*		93		1,894
iCAD, Inc.*		82		313
Inspire Medical Systems, Inc.*		99		17,506
Multiplan Corp.*		1,201		6,005
NantHealth, Inc.*		101		53
NextGen Healthcare, Inc.*		208		3,767
OptimizeRx Corp.*		63		1,612
Phreesia, Inc.*		183		3,320
Schrodinger, Inc.*		167		4,315

See accompanying notes to the financial statements.

Hedge Replication ETF
Schedule of Portfolio Investments
May 31, 2022

Investments	Shares		Value ($)
Simulations Plus, Inc.		55		2,611
Tabula Rasa HealthCare, Inc.*		83		302
				65,125
Hotels, Restaurants & Leisure - 0.5%
Accel Entertainment, Inc.*		209		2,263
Bally's Corp.*		121		3,163
Biglari Holdings, Inc., Class B*		3		401
BJ's Restaurants, Inc.*		82		2,154
Bloomin' Brands, Inc.		325		6,861
Bluegreen Vacations Holding Corp.		52		1,449
Brinker International, Inc.*		163		4,947
Carrols Restaurant Group, Inc.		125		230
Century Casinos, Inc.*		101		883
Cheesecake Factory, Inc. (The)		170		5,552
Chuy's Holdings, Inc.*		72		1,627
Cracker Barrel Old Country Store, Inc.		88		8,977
Dave & Buster's Entertainment, Inc.*		161		6,100
Denny's Corp.*		227		2,352
Dine Brands Global, Inc.		59		4,336
Drive Shack, Inc.*		308		493
EBET, Inc.*		48		147
El Pollo Loco Holdings, Inc.*		70		725
Everi Holdings, Inc.*		314		5,621
F45 Training Holdings, Inc.*		118		751
Fiesta Restaurant Group, Inc.*		65		484
First Watch Restaurant Group, Inc.*		42		668
Full House Resorts, Inc.*		122		859
GAN Ltd.*		147		495
Golden Entertainment, Inc.*		63		2,979
Hall of Fame Resort & Entertainment Co.*		207		138
Hilton Grand Vacations, Inc.*		315		14,411
International Game Technology plc		368		7,883
Jack in the Box, Inc.		77		5,259
Krispy Kreme, Inc.		313		4,639
Kura Sushi USA, Inc., Class A*		17		641
Life Time Group Holdings, Inc.*		142		2,080
Light & Wonder, Inc.*		355		18,744
Lindblad Expeditions Holdings, Inc.*		114		1,637
Monarch Casino & Resort, Inc.*		47		3,189
Nathan's Famous, Inc.		10		511
NEOGAMES SA*		39		512
Noodles & Co.*		149		983
ONE Group Hospitality, Inc. (The)*		76		683
Papa John's International, Inc.		122		10,737
PlayAGS, Inc.*		102		592
Portillo's, Inc., Class A*		84		1,560
RCI Hospitality Holdings, Inc.		33		1,905
Red Robin Gourmet Burgers, Inc.*		56		551
Red Rock Resorts, Inc., Class A		198		7,669
Rush Street Interactive, Inc.*		194		1,156
Ruth's Hospitality Group, Inc.		122		2,248
SeaWorld Entertainment, Inc.*		186		10,077
Shake Shack, Inc., Class A*		137		6,665
Sweetgreen, Inc., Class A*		44		804
Target Hospitality Corp.*		93		591
Texas Roadhouse, Inc.		258		20,116
Wingstop, Inc.		111		8,842
Xponential Fitness, Inc., Class A*		44		831
				200,171
Household Durables - 0.4%
Aterian, Inc.*		97		313
Bassett Furniture Industries, Inc.		34		554
Beazer Homes USA, Inc.*		108		1,751
Cavco Industries, Inc.*		34		7,553
Century Communities, Inc.		112		6,089
Ethan Allen Interiors, Inc.		82		1,907
Flexsteel Industries, Inc.		24		468
GoPro, Inc., Class A*		475		3,282
Green Brick Partners, Inc.*		114		2,772
Hamilton Beach Brands Holding Co., Class A		28		289
Helen of Troy Ltd.*		89		16,482
Hooker Furnishings Corp.		45		778
Hovnanian Enterprises, Inc., Class A*		20		1,024
Installed Building Products, Inc.		88		8,408
iRobot Corp.*		99		4,711
KB Home		293		10,106
Landsea Homes Corp.*		41		294
La-Z-Boy, Inc.		162		4,136
Legacy Housing Corp.*		30		470
LGI Homes, Inc.*		79		7,741
Lifetime Brands, Inc.		46		525
Lovesac Co. (The)*		46		1,602
M/I Homes, Inc.*		105		4,909
MDC Holdings, Inc.		211		8,056
Meritage Homes Corp.*		136		11,602
Purple Innovation, Inc.*		214		1,109
Skyline Champion Corp.*		194		10,307
Snap One Holdings Corp.*		65		803
Sonos, Inc.*		472		10,445
Taylor Morrison Home Corp.*		441		12,776
Traeger, Inc.*		117		556
Tri Pointe Homes, Inc.*		406		8,554
Tupperware Brands Corp.*		179		1,187
Universal Electronics, Inc.*		46		1,233
VOXX International Corp.*		56		469
Vuzix Corp.*		217		1,410
Weber, Inc., Class A		78		603
				155,274
Household Products - 0.1%
Central Garden & Pet Co.*		36		1,626
Central Garden & Pet Co., Class A*		147		6,223
Energizer Holdings, Inc.		246		7,378
Oil-Dri Corp. of America		20		475
WD-40 Co.		50		9,439
				25,141
Independent Power and Renewable Electricity Producers - 0.1%
Clearway Energy, Inc., Class A		131		4,266
Clearway Energy, Inc., Class C, Class C(c)		303		10,620
Ormat Technologies, Inc.		167		14,021
Sunnova Energy International, Inc.*		316		6,320
				35,227
Insurance - 0.4%
Ambac Financial Group, Inc.*		168		1,799
American Equity Investment Life Holding Co.		306		12,320
AMERISAFE, Inc.		71		3,578

See accompanying notes to the financial statements. 

Hedge Replication ETF
Schedule of Portfolio Investments
May 31, 2022

Investments	Shares		Value ($)
Argo Group International Holdings Ltd.		118		4,998
Bright Health Group, Inc.*		954		1,622
BRP Group, Inc., Class A*		174		4,388
Citizens, Inc.*		185		614
CNO Financial Group, Inc.		442		9,092
Crawford & Co., Class A		59		484
Donegal Group, Inc., Class A		53		858
eHealth, Inc.*		92		966
Employers Holdings, Inc.		103		4,265
Enstar Group Ltd.*		45		10,437
Genworth Financial, Inc., Class A*		1,869		7,569
Goosehead Insurance, Inc., Class A		66		3,417
Greenlight Capital Re Ltd., Class A*		97		759
HCI Group, Inc.		22		1,495
Heritage Insurance Holdings, Inc.		96		351
Horace Mann Educators Corp.		153		6,190
Investors Title Co.		5		830
James River Group Holdings Ltd.		134		3,424
Kinsale Capital Group, Inc.		79		17,370
Maiden Holdings Ltd.*		258		630
MBIA, Inc.*		176		2,466
MetroMile, Inc.*		421		442
National Western Life Group, Inc., Class A		9		1,882
NI Holdings, Inc.*		32		534
Palomar Holdings, Inc.*		91		5,656
ProAssurance Corp.		199		4,420
RLI Corp.		147		17,805
Safety Insurance Group, Inc.		52		4,829
Selective Insurance Group, Inc.		219		17,367
Selectquote, Inc.*		494		1,442
SiriusPoint Ltd.*		326		1,826
Stewart Information Services Corp.		99		5,493
Tiptree, Inc.		87		942
Trean Insurance Group, Inc.*		65		465
Trupanion, Inc.*		140		9,363
United Fire Group, Inc.		77		2,496
United Insurance Holdings Corp.		76		130
Universal Insurance Holdings, Inc.		100		1,290
				176,304
Interactive Media & Services - 0.1%
Cargurus, Inc.*		351		8,887
Cars.com, Inc.*		251		2,598
Eventbrite, Inc., Class A*		282		3,308
EverQuote, Inc., Class A*		72		644
fuboTV, Inc.*		498		1,638
Liberty TripAdvisor Holdings, Inc., Class A*		270		281
MediaAlpha, Inc., Class A*		78		788
Outbrain, Inc.*		90		553
QuinStreet, Inc.*		185		2,035
Society Pass, Inc.*		16		33
TrueCar, Inc.*		353		1,176
Yelp, Inc.*		264		7,764
Ziff Davis, Inc.*		160		12,214
				41,919
Internet & Direct Marketing Retail - 0.1%
1-800-Flowers.com, Inc., Class A*		98		956
1stdibs.com, Inc.*		74		423
aka Brands Holding Corp.*		37		146
CarParts.com, Inc.*		180		1,363
Duluth Holdings, Inc., Class B*		43		536
Groupon, Inc.*		87		1,344
Lands' End, Inc.*		52		603
Liquidity Services, Inc.*		84		1,139
Lulu's Fashion Lounge Holdings, Inc.*		22		413
Overstock.com, Inc.*		159		4,927
PetMed Express, Inc.		74		1,630
Porch Group, Inc.*		282		1,162
Quotient Technology, Inc.*		331		1,384
RealReal, Inc. (The)*		295		968
Rent the Runway, Inc., Class A*		64		277
Revolve Group, Inc.*		132		3,878
Shutterstock, Inc.		86		5,177
Stitch Fix, Inc., Class A*		300		2,541
Xometry, Inc., Class A*		92		3,129
				31,996
IT Services - 0.3%
BigCommerce Holdings, Inc., Series 1*		178		3,298
Brightcove, Inc.*		149		1,049
Cantaloupe, Inc.*		216		1,132
Cass Information Systems, Inc.		50		1,706
Conduent, Inc.*		618		3,275
CSG Systems International, Inc.		119		7,401
DigitalOcean Holdings, Inc.*		188		9,184
EVERTEC, Inc.		222		8,423
Evo Payments, Inc., Class A*		174		4,011
ExlService Holdings, Inc.*		122		17,347
Flywire Corp.*		208		4,016
GreenBox POS*		68		179
Grid Dynamics Holdings, Inc.*		168		3,026
Hackett Group, Inc. (The)		91		1,865
I3 Verticals, Inc., Class A*		78		1,819
IBEX Holdings Ltd.*		22		394
International Money Express, Inc.*		120		2,474
Limelight Networks, Inc.*		461		1,669
LiveRamp Holdings, Inc.*		243		6,221
Maximus, Inc.		225		14,600
MoneyGram International, Inc.*		330		3,326
Paya Holdings, Inc.*		315		1,855
Perficient, Inc.*		121		11,847
Priority Technology Holdings, Inc.*		43		220
Rackspace Technology, Inc.*		201		1,855
Remitly Global, Inc.*		45		493
Repay Holdings Corp.*		319		3,972
StarTek, Inc.*		62		223
TTEC Holdings, Inc.		68		4,586
Tucows, Inc., Class A*		36		1,743
Unisys Corp.*		241		2,875
Verra Mobility Corp.*		561		8,948
				135,032
Leisure Products - 0.1%
Acushnet Holdings Corp.		127		5,169
American Outdoor Brands, Inc.*		52		602
AMMO, Inc.*		327		1,445
Callaway Golf Co.*		426		9,248
Clarus Corp.		98		2,147
Escalade, Inc.		38		509
Genius Brands International, Inc.*		1,041		791
Johnson Outdoors, Inc., Class A		20		1,303
Latham Group, Inc.*		158		1,503
Malibu Boats, Inc., Class A*		76		4,454
Marine Products Corp.		31		329

See accompanying notes to the financial statements. 

Hedge Replication ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
MasterCraft Boat Holdings, Inc.*		67		1,568
Nautilus, Inc.*		114		239
Smith & Wesson Brands, Inc.		176		2,725
Solo Brands, Inc., Class A*		55		277
Sturm Ruger & Co., Inc.		63		4,277
Vista Outdoor, Inc.*		209		8,055
				44,641
Life Sciences Tools & Services - 0.1%
Absci Corp.*		205		748
Akoya Biosciences, Inc.*		49		571
Alpha Teknova, Inc.*		26		199
Berkeley Lights, Inc.*		179		856
Bionano Genomics, Inc.*		1,076		1,861
ChromaDex Corp.*		174		331
Codex DNA, Inc.*		35		139
Codexis, Inc.*		222		2,371
Cytek Biosciences, Inc.*		360		3,496
Harvard Bioscience, Inc.*		144		527
Inotiv, Inc.*		64		979
IsoPlexis Corp.*		34		72
MaxCyte, Inc.*		368		1,696
Medpace Holdings, Inc.*		107		15,327
NanoString Technologies, Inc.*		167		2,612
NeoGenomics, Inc.*		417		3,511
Pacific Biosciences of California, Inc.*		715		4,025
Personalis, Inc.*		133		527
Quanterix Corp.*		114		1,922
Rapid Micro Biosystems, Inc., Class A*		57		286
Seer, Inc.*		152		1,350
Singular Genomics Systems, Inc.*		174		565
Standard BioTools, Inc.*		282		533
				44,504
Machinery - 0.7%
AgEagle Aerial Systems, Inc.*		259		202
Alamo Group, Inc.		38		4,470
Albany International Corp., Class A		114		9,622
Altra Industrial Motion Corp.		238		9,332
Astec Industries, Inc.		83		3,882
Barnes Group, Inc.		174		6,269
Blue Bird Corp.*		63		769
Chart Industries, Inc.*		134		23,568
CIRCOR International, Inc.*		68		1,322
Columbus McKinnon Corp.		102		3,443
Commercial Vehicle Group, Inc.*		119		803
Desktop Metal, Inc., Class A*		691		1,417
Douglas Dynamics, Inc.		82		2,576
Energy Recovery, Inc.*		152		3,072
Enerpac Tool Group Corp.		221		4,314
EnPro Industries, Inc.		75		7,182
ESCO Technologies, Inc.		94		6,186
Evoqua Water Technologies Corp.*		426		15,161
Federal Signal Corp.		223		7,827
Franklin Electric Co., Inc.		170		12,532
Gorman-Rupp Co. (The)		83		2,473
Greenbrier Cos., Inc. (The)		118		4,910
Helios Technologies, Inc.		120		8,210
Hillenbrand, Inc.		268		11,213
Hydrofarm Holdings Group, Inc.*		145		999
Hyliion Holdings Corp.*		432		1,568
Hyster-Yale Materials Handling, Inc.		38		1,404
Ideanomics, Inc.*		1,794		1,076
John Bean Technologies Corp.		116		14,123
Kadant, Inc.		44		8,144
Kennametal, Inc.		309		8,572
Lindsay Corp.		42		5,292
Luxfer Holdings plc		102		1,703
Manitowoc Co., Inc. (The)*		127		1,654
Mayville Engineering Co., Inc.*		34		308
Meritor, Inc.*		249		9,006
Miller Industries, Inc.		42		1,037
Mueller Industries, Inc.		208		11,201
Mueller Water Products, Inc., Class A		575		6,860
Nikola Corp.*		842		5,945
NN, Inc.*		159		445
Omega Flex, Inc.		11		1,216
Park-Ohio Holdings Corp.		32		499
Proto Labs, Inc.*		102		4,915
RBC Bearings, Inc.*		103		19,198
REV Group, Inc.		130		1,595
Shyft Group, Inc. (The)		128		2,840
SPX Corp.*		161		8,103
Standex International Corp.		45		4,190
Tennant Co.		68		4,232
Terex Corp.		251		8,883
Titan International, Inc.*		189		3,442
Trinity Industries, Inc.		286		7,110
Wabash National Corp.		179		2,748
Watts Water Technologies, Inc., Class A		102		13,345
Welbilt, Inc.*		482		11,409
				323,817
Marine - 0.0%(b)
Costamare, Inc.		195		2,773
Eagle Bulk Shipping, Inc.		34		2,491
Genco Shipping & Trading Ltd.		119		3,004
Matson, Inc.		152		13,662
Safe Bulkers, Inc.		234		1,114
				23,044
Media - 0.2%
Advantage Solutions, Inc.*		282		1,213
AMC Networks, Inc., Class A*		107		4,201
Audacy, Inc.*		436		759
Boston Omaha Corp., Class A*		74		1,617
Cardlytics, Inc.*		120		3,109
Clear Channel Outdoor Holdings, Inc.*		1,339		2,116
comScore, Inc.*		259		500
Daily Journal Corp.*		5		1,379
Digital Media Solutions, Inc.*		14		23
Emerald Holding, Inc.*		88		295
Entravision Communications Corp., Class A		223		1,166
EW Scripps Co. (The), Class A*		212		3,364
Fluent, Inc.*		162		209
Gannett Co., Inc.*		519		2,040
Gray Television, Inc.		314		6,192
Hemisphere Media Group, Inc.*		61		418
iHeartMedia, Inc., Class A*		412		4,862
Integral Ad Science Holding Corp.*		120		1,462
John Wiley & Sons, Inc., Class A		159		8,421
Magnite, Inc.*		479		5,264
National CineMedia, Inc.		224		275
Scholastic Corp.		102		3,828

See accompanying notes to the financial statements.

Hedge Replication ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Sinclair Broadcast Group, Inc., Class A		169		4,095
Stagwell, Inc.*		226		1,788
TechTarget, Inc.*		96		6,825
TEGNA, Inc.		815		17,848
Thryv Holdings, Inc.*		29		759
WideOpenWest, Inc.*		193		4,242
				88,270
Metals & Mining - 0.3%
Allegheny Technologies, Inc.*		470		12,925
Arconic Corp.*		394		11,083
Carpenter Technology Corp.		175		6,165
Century Aluminum Co.*		190		2,242
Coeur Mining, Inc.*		943		3,668
Commercial Metals Co.		442		17,561
Compass Minerals International, Inc.		127		5,706
Constellium SE*		458		7,736
Gatos Silver, Inc.*		171		527
Haynes International, Inc.		44		1,683
Hecla Mining Co.		1,959		9,246
Kaiser Aluminum Corp.		57		5,824
Materion Corp.		74		6,066
MP Materials Corp.*		280		11,040
Novagold Resources, Inc.*		873		4,880
Olympic Steel, Inc.		34		1,162
Perpetua Resources Corp.*		122		425
PolyMet Mining Corp.*		108		299
Ryerson Holding Corp.		61		1,839
Schnitzer Steel Industries, Inc., Class A		97		3,940
SunCoke Energy, Inc.		308		2,492
TimkenSteel Corp.*		169		3,904
Warrior Met Coal, Inc.		190		6,388
Worthington Industries, Inc.		122		5,690
				132,491
Mortgage Real Estate Investment Trusts (REITs) - 0.3%
AFC Gamma, Inc.		54		968
Angel Oak Mortgage, Inc.		35		535
Apollo Commercial Real Estate Finance, Inc.		516		6,569
Arbor Realty Trust, Inc.		530		8,703
Ares Commercial Real Estate Corp.		161		2,367
ARMOUR Residential REIT, Inc.		326		2,464
Blackstone Mortgage Trust, Inc., Class A		578		17,982
BrightSpire Capital, Inc.		310		2,756
Broadmark Realty Capital, Inc.		473		3,495
Chicago Atlantic Real Estate Finance, Inc.		23		392
Chimera Investment Corp.		868		8,506
Dynex Capital, Inc.		133		2,168
Ellington Financial, Inc.		199		3,082
Franklin BSP Realty Trust, Inc.		133		2,059
Granite Point Mortgage Trust, Inc.		197		2,167
Great Ajax Corp.		80		844
Hannon Armstrong Sustainable Infrastructure Capital, Inc.		283		10,774
Invesco Mortgage Capital, Inc.		1,159		2,063
KKR Real Estate Finance Trust, Inc.		131		2,675
Ladder Capital Corp.		418		4,832
MFA Financial, Inc.		407		5,506
New York Mortgage Trust, Inc.		1,399		4,239
Orchid Island Capital, Inc.		501		1,563
PennyMac Mortgage Investment Trust		361		5,841
Ready Capital Corp.		247		3,626
Redwood Trust, Inc.		422		4,304
TPG RE Finance Trust, Inc.		222		2,329
Two Harbors Investment Corp.		1,268		6,771
				119,580
Multiline Retail - 0.1%
Big Lots, Inc.		113		2,767
Dillard's, Inc., Class A		21		6,331
Franchise Group, Inc.		104		4,126
Macy's, Inc.		1,110		26,252
				39,476
Multi-Utilities - 0.1%
Avista Corp.		261		11,338
Black Hills Corp.		236		18,092
NorthWestern Corp.		200		12,254
Unitil Corp.		56		3,237
				44,921
Oil, Gas & Consumable Fuels - 1.4%
Aemetis, Inc.*		100		811
Alto Ingredients, Inc.*		264		1,175
Antero Resources Corp.*		1,053		45,153
Arch Resources, Inc.		54		8,253
Berry Corp.		247		2,749
Brigham Minerals, Inc., Class A		160		4,850
California Resources Corp.		299		13,057
Callon Petroleum Co.*		177		10,347
Centennial Resource Development, Inc., Class A*		678		5,383
Centrus Energy Corp., Class A*		36		921
Chesapeake Energy Corp.		387		37,686
Civitas Resources, Inc.		160		12,216
Clean Energy Fuels Corp.*		572		3,163
CNX Resources Corp.*		742		16,116
Comstock Resources, Inc.*		337		6,504
CONSOL Energy, Inc.*		127		6,548
Crescent Energy Co., Class A		108		1,952
CVR Energy, Inc.		109		3,753
Delek US Holdings, Inc.*		241		7,028
Denbury, Inc.*		186		13,604
DHT Holdings, Inc.		516		3,075
Dorian LPG Ltd.		115		1,955
Earthstone Energy, Inc., Class A*		114		2,054
Energy Fuels, Inc.*		569		3,647
Equitrans Midstream Corp.		1,506		11,852
Falcon Minerals Corp.		144		1,067
Frontline Ltd.*		453		4,385
Gevo, Inc.*		733		3,079
Golar LNG Ltd.*		373		9,448
Green Plains, Inc.*		176		5,734
HighPeak Energy, Inc.		20		637
International Seaways, Inc.		170		4,102
Kinetik Holdings, Inc.		13		1,093
Kosmos Energy Ltd.*		1,652		12,787
Laredo Petroleum, Inc.*		45		3,788
Magnolia Oil & Gas Corp., Class A		531		14,661
Matador Resources Co.		407		24,786
Murphy Oil Corp.		539		22,864
Nordic American Tankers Ltd.		620		1,271
Northern Oil and Gas, Inc.		224		7,323
Oasis Petroleum, Inc.		72		11,429

See accompanying notes to the financial statements.

Hedge Replication ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Ovintiv, Inc.		966		54,086
Par Pacific Holdings, Inc.*		165		2,706
PBF Energy, Inc., Class A*		355		11,786
PDC Energy, Inc.		359		28,411
Peabody Energy Corp.*		326		7,697
Range Resources Corp.*		880		29,876
Ranger Oil Corp.*		78		3,339
Renewable Energy Group, Inc.*		165		10,116
REX American Resources Corp.*		20		1,738
Riley Exploration Permian, Inc.		40		1,099
Scorpio Tankers, Inc.		179		5,916
SFL Corp. Ltd.		457		5,141
SM Energy Co.		441		21,287
Southwestern Energy Co.*		3,743		34,136
Talos Energy, Inc.*		135		2,916
Teekay Corp.*		257		869
Teekay Tankers Ltd., Class A*		88		1,817
Tellurian, Inc.*		1,366		6,516
Uranium Energy Corp.*		974		3,721
Ur-Energy, Inc.*		684		835
W&T Offshore, Inc.*		346		2,329
Whiting Petroleum Corp.		144		12,738
World Fuel Services Corp.		228		5,652
				607,033
Paper & Forest Products - 0.0%(b)
Clearwater Paper Corp.*		61		2,095
Glatfelter Corp.		161		1,388
Neenah, Inc.		62		2,351
				5,834
Personal Products - 0.1%
Beauty Health Co. (The)*		320		4,566
BellRing Brands, Inc.*		414		10,826
Edgewell Personal Care Co.		200		7,280
elf Beauty, Inc.*		177		4,712
Honest Co., Inc. (The)*		313		1,077
Inter Parfums, Inc.		65		4,797
Medifast, Inc.		44		7,337
Nature's Sunshine Products, Inc.*		45		544
NewAge, Inc.*		495		178
Nu Skin Enterprises, Inc., Class A		183		8,537
Revlon, Inc., Class A*		27		113
Thorne HealthTech, Inc.*		26		153
USANA Health Sciences, Inc.*		45		3,165
Veru, Inc.*		237		3,067
				56,352
Pharmaceuticals - 0.3%
9 Meters Biopharma, Inc.*		836		378
Aclaris Therapeutics, Inc.*		189		2,417
Aerie Pharmaceuticals, Inc.*		155		803
Amneal Pharmaceuticals, Inc.*		368		1,336
Amphastar Pharmaceuticals, Inc.*		136		5,051
Ampio Pharmaceuticals, Inc.*		720		132
Amylyx Pharmaceuticals, Inc.*		35		311
Angion Biomedica Corp.*		82		144
ANI Pharmaceuticals, Inc.*		42		1,270
Arvinas, Inc.*		173		7,212
Atea Pharmaceuticals, Inc.*		238		1,875
Athira Pharma, Inc.*		120		1,090
Axsome Therapeutics, Inc.*		102		2,550
Cara Therapeutics, Inc.*		163		1,356
Cassava Sciences, Inc.*		140		4,284
CinCor Pharma, Inc.*		44		685
Citius Pharmaceuticals, Inc.*		459		431
Collegium Pharmaceutical, Inc.*		128		1,999
Corcept Therapeutics, Inc.*		321		6,690
CorMedix, Inc.*		139		450
Cymabay Therapeutics, Inc.*		314		615
DICE Therapeutics, Inc.*		51		701
Durect Corp.*		835		459
Edgewise Therapeutics, Inc.*		141		881
Endo International plc*		845		446
Esperion Therapeutics, Inc.*		215		1,226
Evolus, Inc.*		123		1,587
EyePoint Pharmaceuticals, Inc.*		92		888
Fulcrum Therapeutics, Inc.*		102		726
Harmony Biosciences Holdings, Inc.*		84		3,662
Ikena Oncology, Inc.*		103		402
Innoviva, Inc.*		160		2,427
Intra-Cellular Therapies, Inc.*		297		17,048
Kala Pharmaceuticals, Inc.*		182		63
KemPharm, Inc.*		110		509
Landos Biopharma, Inc.*		20		15
Marinus Pharmaceuticals, Inc.*		135		655
Mind Medicine MindMed, Inc.*		1,189		1,076
NGM Biopharmaceuticals, Inc.*		117		1,619
Nuvation Bio, Inc.*		585		2,065
Ocular Therapeutix, Inc.*		284		889
Omeros Corp.*		222		551
Oramed Pharmaceuticals, Inc.*		137		634
Pacira BioSciences, Inc.*		162		10,247
Paratek Pharmaceuticals, Inc.*		182		344
Phathom Pharmaceuticals, Inc.*		74		531
Phibro Animal Health Corp., Class A		75		1,441
Pliant Therapeutics, Inc.*		89		501
Prestige Consumer Healthcare, Inc.*		185		10,327
Provention Bio, Inc.*(c)		204		840
Rain Therapeutics, Inc.*		59		137
Reata Pharmaceuticals, Inc., Class A*		102		2,885
Relmada Therapeutics, Inc.*		92		1,729
Revance Therapeutics, Inc.*		258		3,529
Seelos Therapeutics, Inc.*		364		236
SIGA Technologies, Inc.		178		1,947
Supernus Pharmaceuticals, Inc.*		180		5,017
Tarsus Pharmaceuticals, Inc.*		32		440
Terns Pharmaceuticals, Inc.*		52		90
TherapeuticsMD, Inc.*		30		298
Theravance Biopharma, Inc.*		222		1,949
Theseus Pharmaceuticals, Inc.*		44		297
Ventyx Biosciences, Inc.*		40		700
Verrica Pharmaceuticals, Inc.*		47		91
WaVe Life Sciences Ltd.*		165		231
				123,415
Professional Services - 0.4%
Acacia Research Corp.*		182		870
ASGN, Inc.*		188		17,903
Atlas Technical Consultants, Inc.*		53		434
Barrett Business Services, Inc.		28		2,096
CBIZ, Inc.*		180		7,373
CRA International, Inc.		27		2,315
Exponent, Inc.		191		17,264
First Advantage Corp.*		203		2,964
Forrester Research, Inc.*		43		2,250
Franklin Covey Co.*		45		1,724

See accompanying notes to the financial statements.

Hedge Replication ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Heidrick & Struggles International, Inc.		71		2,454
HireQuest, Inc.		19		293
HireRight Holdings Corp.*		82		1,209
Huron Consulting Group, Inc.*		80		4,794
ICF International, Inc.		68		6,950
Insperity, Inc.		132		13,209
KBR, Inc.		519		25,825
Kelly Services, Inc., Class A		131		2,615
Kforce, Inc.		74		4,860
Korn Ferry		199		12,231
ManTech International Corp., Class A		101		9,661
Mistras Group, Inc.*		74		428
Resources Connection, Inc.		116		2,143
Sterling Check Corp.*		61		1,133
TriNet Group, Inc.*		149		11,702
TrueBlue, Inc.*		130		2,863
Upwork, Inc.*		434		7,921
Willdan Group, Inc.*		42		1,119
				166,603
Real Estate Management & Development - 0.1%
Cushman & Wakefield plc*		510		9,522
Douglas Elliman, Inc.		265		1,524
eXp World Holdings, Inc.		231		3,227
Fathom Holdings, Inc.*		25		240
Forestar Group, Inc.*		63		1,045
FRP Holdings, Inc.*		25		1,501
Kennedy-Wilson Holdings, Inc.		437		9,203
Marcus & Millichap, Inc.		88		3,685
Newmark Group, Inc., Class A		618		6,841
Rafael Holdings, Inc., Class B*		47		92
RE/MAX Holdings, Inc., Class A		68		1,652
Realogy Holdings Corp.*		423		5,237
Redfin Corp.*		381		3,734
RMR Group, Inc. (The), Class A		55		1,651
St Joe Co. (The)		123		6,210
Tejon Ranch Co.*		76		1,291
				56,655
Road & Rail - 0.2%
ArcBest Corp.		93		7,034
Avis Budget Group, Inc.*		151		28,732
Covenant Logistics Group, Inc.		43		975
Daseke, Inc.*		147		1,111
Heartland Express, Inc.		173		2,470
HyreCar, Inc.*		67		76
Marten Transport Ltd.		220		3,863
PAM Transportation Services, Inc.*		26		724
Saia, Inc.*		98		19,364
Universal Logistics Holdings, Inc.		29		809
US Xpress Enterprises, Inc., Class A*		100		296
Werner Enterprises, Inc.		222		9,007
Yellow Corp.*		186		703
				75,164
Semiconductors & Semiconductor Equipment - 0.7%
Alpha & Omega Semiconductor Ltd.*		79		3,470
Ambarella, Inc.*		131		11,164
Amkor Technology, Inc.		376		7,685
Atomera, Inc.*		74		899
Axcelis Technologies, Inc.*		122		7,571
AXT, Inc.*		149		872
CEVA, Inc.*		82		2,958
CMC Materials, Inc.		104		18,402
Cohu, Inc.*		176		5,356
Credo Technology Group Holding Ltd.*		81		829
Diodes, Inc.*		160		12,322
FormFactor, Inc.*		287		11,784
Ichor Holdings Ltd.*		103		3,115
Impinj, Inc.*		70		3,277
Kopin Corp.*		289		321
Kulicke & Soffa Industries, Inc.		224		12,134
Lattice Semiconductor Corp.*		500		26,010
MACOM Technology Solutions Holdings, Inc.*		181		9,866
MaxLinear, Inc.*		261		10,333
Meta Materials, Inc.*		749		1,438
NeoPhotonics Corp.*		192		2,959
NVE Corp.		18		890
Onto Innovation, Inc.*		179		14,388
PDF Solutions, Inc.*		112		2,677
Photronics, Inc.*		219		4,761
Power Integrations, Inc.		218		18,395
Rambus, Inc.*		400		10,040
Semtech Corp.*		237		15,189
Silicon Laboratories, Inc.*		139		20,733
SiTime Corp.*		59		12,567
SkyWater Technology, Inc.*		30		200
SMART Global Holdings, Inc.*		179		4,412
SunPower Corp.*		295		5,213
Synaptics, Inc.*		145		21,477
Ultra Clean Holdings, Inc.*		163		5,470
Veeco Instruments, Inc.*		184		3,943
				293,120
Software - 1.0%
8x8, Inc.*		415		3,009
A10 Networks, Inc.		222		3,421
ACI Worldwide, Inc.*		434		11,562
Agilysys, Inc.*		78		3,188
Alarm.com Holdings, Inc.*		174		11,002
Alkami Technology, Inc.*		105		1,475
Altair Engineering, Inc., Class A*		170		9,343
American Software, Inc., Class A		117		2,001
Appfolio, Inc., Class A*		70		7,013
Appian Corp.*		144		6,879
Arteris, Inc.*		20		186
Asana, Inc., Class A*		269		5,848
Avaya Holdings Corp.*		309		1,140
AvidXchange Holdings, Inc.*		94		825
Benefitfocus, Inc.*		92		837
Blackbaud, Inc.*		176		11,202
Blackline, Inc.*		199		14,571
Box, Inc., Class A*		502		13,107
BTRS Holdings, Inc., Class A*		350		1,739
Cerence, Inc.*		144		4,573
ChannelAdvisor Corp.*		109		1,488
Cleanspark, Inc.*		146		860
CommVault Systems, Inc.*		164		10,006
Consensus Cloud Solutions, Inc.*		58		2,786
CoreCard Corp.*		27		633
Couchbase, Inc.*		87		1,234
CS Disco, Inc.*		56		1,395
Digimarc Corp.*(c)		46		794
Digital Turbine, Inc.*		335		8,519
Domo, Inc., Class B*		105		3,347

See accompanying notes to the financial statements.

Hedge Replication ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
E2open Parent Holdings, Inc.*		733		5,923
Ebix, Inc.		98		2,857
eGain Corp.*		75		685
Enfusion, Inc., Class A*		80		876
EngageSmart, Inc.*		58		1,218
Envestnet, Inc.*		200		13,324
EverCommerce, Inc.*		112		1,065
GTY Technology Holdings, Inc.*		121		716
Instructure Holdings, Inc.*		44		785
Intapp, Inc.*		50		994
InterDigital, Inc.		115		7,508
JFrog Ltd.*		199		3,711
Kaltura, Inc.*		205		371
LivePerson, Inc.*		242		4,061
Marathon Digital Holdings, Inc.*		351		3,591
MeridianLink, Inc.*		83		1,480
MicroStrategy, Inc., Class A*		35		9,264
Mitek Systems, Inc.*		158		1,425
Model N, Inc.*		133		3,346
Momentive Global, Inc.*		488		5,944
ON24, Inc.*		102		1,238
OneSpan, Inc.*		131		1,733
PagerDuty, Inc.*		307		7,568
Ping Identity Holding Corp.*		223		4,215
Progress Software Corp.		162		7,826
PROS Holdings, Inc.*		147		4,012
Q2 Holdings, Inc.*		201		10,599
Qualys, Inc.*		126		16,466
Rapid7, Inc.*		209		14,812
Rekor Systems, Inc.*		126		336
Rimini Street, Inc.*		165		1,020
Riot Blockchain, Inc.*		396		2,847
Sailpoint Technologies Holdings, Inc.*		336		21,316
Sapiens International Corp. NV		115		2,913
SecureWorks Corp., Class A*		34		407
ShotSpotter, Inc.*		32		965
Smith Micro Software, Inc.*		174		458
Sprout Social, Inc., Class A*		167		8,505
SPS Commerce, Inc.*		133		14,236
Stronghold Digital Mining, Inc., Class A*		28		90
Sumo Logic, Inc.*		326		2,644
Telos Corp.*		146		1,406
Tenable Holdings, Inc.*		340		17,102
Upland Software, Inc.*		106		1,397
UserTesting, Inc.*		34		174
Varonis Systems, Inc.*		395		13,063
Verint Systems, Inc.*		237		12,096
Veritone, Inc.*		104		809
Viant Technology, Inc., Class A*		44		264
VirnetX Holding Corp.*		235		284
Vonage Holdings Corp.*		933		18,072
Weave Communications, Inc.*		19		95
Workiva, Inc.*		158		11,536
Xperi Holding Corp.		387		6,370
Yext, Inc.*		420		2,134
Zuora, Inc., Class A*		416		4,218
				426,353
Specialty Retail - 0.5%
Aaron's Co., Inc. (The)		116		2,269
Abercrombie & Fitch Co., Class A*		206		4,211
Academy Sports & Outdoors, Inc.		290		9,718
American Eagle Outfitters, Inc.		561		6,794
America's Car-Mart, Inc.*		23		2,493
Arko Corp.		308		2,781
Asbury Automotive Group, Inc.*		84		15,217
Barnes & Noble Education, Inc.*		168		422
Bed Bath & Beyond, Inc.*		357		3,088
Big 5 Sporting Goods Corp.		76		969
Boot Barn Holdings, Inc.*		108		8,716
Buckle, Inc. (The)		111		3,647
Caleres, Inc.		135		3,842
Camping World Holdings, Inc., Class A		153		4,151
CarLotz, Inc.*		266		148
Cato Corp. (The), Class A		71		927
Chico's FAS, Inc.*		443		2,193
Children's Place, Inc. (The)*		50		2,374
Citi Trends, Inc.*		30		896
Conn's, Inc.*		65		858
Container Store Group, Inc. (The)*		118		909
Designer Brands, Inc., Class A		223		3,463
Genesco, Inc.*		52		2,928
Group 1 Automotive, Inc.		61		10,955
GrowGeneration Corp.*		204		1,051
Guess?, Inc.		148		3,087
Haverty Furniture Cos., Inc.		59		1,667
Hibbett, Inc.		50		2,537
JOANN, Inc.		43		348
Kirkland's, Inc.*		45		261
Lazydays Holdings, Inc.*		29		450
LL Flooring Holdings, Inc.*		105		1,261
MarineMax, Inc.*		77		3,189
Monro, Inc.		123		5,833
Murphy USA, Inc.		86		21,424
National Vision Holdings, Inc.*		307		8,639
ODP Corp. (The)*		170		6,492
OneWater Marine, Inc., Class A		42		1,436
Party City Holdco, Inc.*		407		586
Rent-A-Center, Inc.		242		6,665
Sally Beauty Holdings, Inc.*		404		6,125
Shift Technologies, Inc.*		223		232
Shoe Carnival, Inc.		65		1,772
Signet Jewelers Ltd.		195		11,622
Sleep Number Corp.*		81		3,720
Sonic Automotive, Inc., Class A		79		3,603
Sportsman's Warehouse Holdings, Inc.*		160		1,514
Tilly's, Inc., Class A		83		687
Torrid Holdings, Inc.*		68		396
TravelCenters of America, Inc.*		45		1,757
Urban Outfitters, Inc.*		252		5,305
Winmark Corp.		14		2,769
Zumiez, Inc.*		72		2,362
				200,759
Technology Hardware, Storage & Peripherals - 0.0%(b)
3D Systems Corp.*		458		4,951
Avid Technology, Inc.*		133		3,896
Corsair Gaming, Inc.*		101		1,621
Diebold Nixdorf, Inc.*		265		824
Eastman Kodak Co.*		165		762
Quantum Corp.*		221		422
Super Micro Computer, Inc.*		164		8,210
Turtle Beach Corp.*		55		961
				21,647
Textiles, Apparel & Luxury Goods - 0.1%
Crocs, Inc.*		216		12,044

See accompanying notes to the financial statements.

Hedge Replication ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Fossil Group, Inc.*		176		1,292
G-III Apparel Group Ltd.*		162		4,060
Kontoor Brands, Inc.		191		7,653
Movado Group, Inc.		56		1,900
Oxford Industries, Inc.		58		5,287
PLBY Group, Inc.*		109		966
Rocky Brands, Inc.		25		936
Steven Madden Ltd.		297		11,043
Superior Group of Cos., Inc.		45		810
Unifi, Inc.*		51		806
Vera Bradley, Inc.*		96		654
Wolverine World Wide, Inc.		300		6,402
				53,853
Thrifts & Mortgage Finance - 0.3%
Axos Financial, Inc.*		211		8,155
Blue Foundry Bancorp*		103		1,233
Bridgewater Bancshares, Inc.*		77		1,250
Capitol Federal Financial, Inc.		480		4,872
Columbia Financial, Inc.*		144		2,994
Enact Holdings, Inc.		53		1,289
Essent Group Ltd.		400		17,116
Federal Agricultural Mortgage Corp., Class C		34		3,570
Finance of America Cos., Inc., Class A*		68		165
Flagstar Bancorp, Inc.		192		7,398
FS Bancorp, Inc.		27		817
Hingham Institution For Savings (The)		5		1,614
Home Bancorp, Inc.		28		963
Home Point Capital, Inc.		29		114
Kearny Financial Corp.		242		3,003
Luther Burbank Corp.		56		764
Merchants Bancorp		53		1,351
Mr Cooper Group, Inc.*		227		9,843
NMI Holdings, Inc., Class A*		310		5,769
Northfield Bancorp, Inc.		162		2,153
Ocwen Financial Corp.*		31		867
PCSB Financial Corp.		45		882
PennyMac Financial Services, Inc.		112		5,490
Pioneer Bancorp, Inc.*		44		444
Provident Bancorp, Inc.		54		811
Provident Financial Services, Inc.		276		6,345
Radian Group, Inc.		665		14,304
Southern Missouri Bancorp, Inc.		28		1,307
TrustCo Bank Corp.		69		2,222
Velocity Financial, Inc.*		32		350
Walker & Dunlop, Inc.		108		11,481
Waterstone Financial, Inc.		78		1,349
WSFS Financial Corp.		238		10,182
				130,467
Tobacco - 0.0%(b)
22nd Century Group, Inc.*		592		1,077
Turning Point Brands, Inc.		52		1,521
Universal Corp.		90		5,731
Vector Group Ltd.		529		6,512
				14,841
Trading Companies & Distributors - 0.4%
Alta Equipment Group, Inc.*		69		743
Applied Industrial Technologies, Inc.		140		14,477
Beacon Roofing Supply, Inc.*		206		12,651
BlueLinx Holdings, Inc.*		34		2,811
Boise Cascade Co.		144		11,134
Custom Truck One Source, Inc.*		217		1,293
Distribution Solutions Group, Inc.*		19		729
DXP Enterprises, Inc.*		63		1,933
EVI Industries, Inc.*		18		195
GATX Corp.		131		14,142
Global Industrial Co.		46		1,576
GMS, Inc.*		158		7,870
H&E Equipment Services, Inc.		119		4,242
Herc Holdings, Inc.		92		10,784
Karat Packaging, Inc.*		17		334
McGrath RentCorp		89		7,317
MRC Global, Inc.*		297		3,324
NOW, Inc.*		405		4,471
Rush Enterprises, Inc., Class A		155		7,902
Rush Enterprises, Inc., Class B		25		1,238
Textainer Group Holdings Ltd.		173		5,612
Titan Machinery, Inc.*		71		1,875
Transcat, Inc.*		27		1,712
Triton International Ltd.		246		15,687
Veritiv Corp.*		52		7,558
WESCO International, Inc.*		164		20,595
Willis Lease Finance Corp.*		11		413
				162,618
Water Utilities - 0.1%
American States Water Co.		135		10,699
Artesian Resources Corp., Class A		31		1,521
Cadiz, Inc.*		84		170
California Water Service Group		194		10,412
Global Water Resources, Inc.		46		659
Middlesex Water Co.		63		5,357
Pure Cycle Corp.*		71		802
SJW Group		102		6,309
York Water Co. (The)		47		1,926
				37,855
Wireless Telecommunication Services - 0.0%(b)
Gogo, Inc.*		219		4,437
Shenandoah Telecommunications Co.		178		4,087
Telephone and Data Systems, Inc.		373		6,613
United States Cellular Corp.*		55		1,689
				16,826
TOTAL COMMON STOCKS
(Cost $9,812,543)				8,972,183

Investments	Number of Rights	Value ($)
RIGHTS - 0.0%(b)
Biotechnology - 0.0%
Contra Aduro Biotech I, CVR*(c)(d)(e)	39	—
Tobira Therapeutics, Inc., CVR*(d)(e)	10	—
		—
Pharmaceuticals - 0.0%(b)
Zogenix, Inc., CVR*(d)(e)	231	157
TOTAL RIGHTS
(Cost $117)		157

See accompanying notes to the financial statements.

Hedge Replication ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
SECURITIES LENDING REINVESTMENTS(f) - 0.0%(b)
INVESTMENT COMPANIES - 0.0%(b)
BlackRock Liquidity FedFund, Institutional Class
0.72% (Cost $9)		9		9

Investments	Principal Amount ($)		Value ($)
SHORT-TERM INVESTMENTS - 78.7%
REPURCHASE AGREEMENTS(g) - 4.7%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $2,063,177
(Cost $2,063,136)		2,063,136		2,063,136
U.S. TREASURY OBLIGATIONS - 74.0%
U.S. Treasury Bills
0.90%, 8/4/2022(h) (Cost $32,468,327)		32,520,000		32,467,844
TOTAL SHORT-TERM INVESTMENTS
(Cost $34,531,463)				34,530,980
Total Investments - 99.2%
(Cost $44,344,132)				43,503,329
Other assets less liabilities - 0.8%				358,528
Net Assets - 100.0%				43,861,857

*	Non-income producing security.
(a)	Security exempt from registration pursuant to Regulation S under the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States and as such may have restrictions on resale.
(b)	Represents less than 0.05% of net assets.
(c)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $4,995, collateralized in the form of cash with a value of $9 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $5,334 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% – 4.75%, and maturity dates ranging from June 30, 2022 – November 15, 2051. The total value of collateral is $5,343.
(d)	Security fair valued as of May 31, 2022 in accordance with procedures approved by the Board of Trustees. Total value of all such securities at May 31, 2022 amounted to $157, which represents approximately 0.00% of net assets of the Fund.
(e)	Illiquid security.
(f)	The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $9.
(g)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(h)	The rate shown was the current yield as of May 31, 2022.

Abbreviations
CVR	Contingent Value Rights - No defined expiration

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,205,149
Aggregate gross unrealized depreciation		(3,746,677	)
Net unrealized depreciation	$	(2,541,528	)
Federal income tax cost	$	44,594,896

Futures Contracts Purchased

Hedge Replication ETF had the following open long futures contracts as of May 31, 2022:

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
E-Mini Euro		111	6/13/2022	USD	$	7,451,569	$	121,549

See accompanying notes to the financial statements.

Hedge Replication ETF

Schedule of Portfolio Investments

May 31, 2022

Swap Agreements^a

Hedge Replication ETF had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)	Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)		Financial Instruments for the Benefit of (the Fund)/ the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/ the Counterparty ($)		Net Amounte ($)
57,785	4/10/2023	Credit Suisse International		1.28	%	Russell 2000® Total Return Index	(17,778	)
830,757	4/10/2023	Credit Suisse International		1.13	%	iShares® MSCI Emerging Markets ETFf	(158,779	)
888,542							(176,557	)		—		176,557		—
255,455	4/10/2023	Morgan Stanley & Co. International plc		1.28	%	iShares® MSCI Emerging Markets ETFf	(46,952	)		—		46,952		—
214,365	3/7/2023	Societe Generale		1.18	%	Russell 2000® Total Return Index	(117,335	)
739,655	3/7/2023	Societe Generale		1.33	%	S&P 500® Total Return Index	1,060
1,243,727	3/7/2023	Societe Generale		1.33	%	iShares® MSCI EAFE ETFf	(145,078	)
1,484,174	3/7/2023	Societe Generale		0.58	%	iShares® MSCI Emerging Markets ETFf	(298,086	)
3,681,921							(559,439	)		—		559,439		—
54,057	3/7/2023	UBS AG		0.83	%	Russell 2000® Total Return Index	(119,846	)
326,180	11/6/2023	UBS AG		0.63	%	iShares® MSCI Emerging Markets ETFf	(435,703	)
939,008	1/8/2024	UBS AG		1.03	%	iShares® MSCI EAFE ETFf	(233,013	)
1,319,245							(788,562	)		—		788,562		—
6,145,163							(1,571,510	)
						Total Unrealized  Appreciation	1,060
						Total Unrealized  Depreciation	(1,572,570	)

a	The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.
b	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
c	Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).
d	The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.
e	Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.
f	In order to facilitate the daily valuation of these swap transactions as of close of business New York time, one or more financial products traded on a U.S. exchange are used as the reference entity as a surrogate for the respective underlying index for the purposes of both daily valuation calculation as well as final settlement of the swap.

Abbreviations
USD	U.S. Dollar

See accompanying notes to the financial statements.

Large Cap Core Plus

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
COMMON STOCKS(a) - 94.1%
Aerospace & Defense - 1.3%
Howmet Aerospace, Inc.		25,952		928,303
Huntington Ingalls Industries, Inc.		6,757		1,422,078
Lockheed Martin Corp.		5,308		2,336,104
Northrop Grumman Corp.		1,660		776,830
Raytheon Technologies Corp.		1,842		175,211
Textron, Inc.		7,430		485,105
				6,123,631
Air Freight & Logistics - 0.6%
CH Robinson Worldwide, Inc.		13,373		1,451,104
United Parcel Service, Inc., Class B		8,169		1,488,801
				2,939,905
Airlines - 1.3%
Alaska Air Group, Inc.*		27,643		1,334,051
American Airlines Group, Inc.*(b)		85,731		1,532,013
Delta Air Lines, Inc.*		7,282		303,587
Southwest Airlines Co.*		27,035		1,239,825
United Airlines Holdings, Inc.*		33,512		1,596,176
				6,005,652
Auto Components - 0.3%
BorgWarner, Inc.		33,219		1,339,390
Automobiles - 1.6%
Ford Motor Co.		61,810		845,561
General Motors Co.*		23,132		894,746
Tesla, Inc.*		7,452		5,650,553
				7,390,860
Banks - 2.7%
Bank of America Corp.		38,535		1,433,502
Citigroup, Inc.		42,450		2,267,254
Citizens Financial Group, Inc.		31,445		1,301,194
Fifth Third Bancorp		42,450		1,673,803
JPMorgan Chase & Co.		18,926		2,502,585
KeyCorp		65,484		1,307,061
Regions Financial Corp.		68,924		1,522,531
SVB Financial Group*		898		438,736
Wells Fargo & Co.		12,941		592,310
				13,038,976
Beverages - 0.6%
Coca-Cola Co. (The)		17,015		1,078,411
Constellation Brands, Inc., Class A		2,289		561,881
PepsiCo, Inc.		6,728		1,128,622
				2,768,914
Biotechnology - 1.9%
AbbVie, Inc.		14,460		2,130,970
Amgen, Inc.		678		174,070
Gilead Sciences, Inc.		33,069		2,144,525
Incyte Corp.*		19,589		1,486,609
Regeneron Pharmaceuticals, Inc.*		3,176		2,111,214
Vertex Pharmaceuticals, Inc.*		2,921		784,727
				8,832,115
Building Products - 0.1%
A O Smith Corp.		6,603		396,972
Fortune Brands Home & Security, Inc.		4,503		312,283
				709,255
Capital Markets - 2.3%
Cboe Global Markets, Inc.		12,334		1,385,231
CME Group, Inc.		3,335		663,098
Franklin Resources, Inc.		52,018		1,408,647
Intercontinental Exchange, Inc.		2,335		239,081
Invesco Ltd.		71,040		1,373,914
Morgan Stanley		25,579		2,203,375
Nasdaq, Inc.		8,169		1,268,319
Raymond James Financial, Inc.		14,765		1,454,205
T. Rowe Price Group, Inc.		6,529		829,771
				10,825,641
Chemicals - 2.2%
Air Products and Chemicals, Inc.		7,608		1,872,785
Celanese Corp.		9,666		1,512,922
Corteva, Inc.		31,205		1,954,057
Dow, Inc.		13,019		885,032
International Flavors & Fragrances, Inc.		5,696		752,841
Linde plc		3,290		1,068,197
LyondellBasell Industries NV, Class A		14,688		1,678,104
PPG Industries, Inc.		5,333		674,571
				10,398,509
Commercial Services & Supplies - 0.6%
Cintas Corp.		4,397		1,751,457
Copart, Inc.*		1,527		174,887
Rollins, Inc.		23,795		843,771
				2,770,115
Communications Equipment - 0.5%
Arista Networks, Inc.*		10,143		1,037,426
Cisco Systems, Inc.		15,955		718,773
Motorola Solutions, Inc.		3,551		780,297
				2,536,496
Consumer Finance - 0.5%
American Express Co.		3,867		652,827
Capital One Financial Corp.		8,043		1,028,378
Synchrony Financial		14,993		555,341
				2,236,546
Containers & Packaging - 0.6%
Ball Corp.		12,362		876,342
International Paper Co.		8,198		397,193
Packaging Corp. of America		9,168		1,441,943
				2,715,478
Distributors - 0.6%
LKQ Corp.		27,279		1,401,868
Pool Corp.		3,632		1,447,788
				2,849,656
Diversified Financial Services - 0.9%
Berkshire Hathaway, Inc., Class B*		13,545		4,279,949
Diversified Telecommunication Services - 1.2%
AT&T, Inc.		51,486		1,096,137
Lumen Technologies, Inc.(b)		131,254		1,606,549
Verizon Communications, Inc.		55,597		2,851,570
				5,554,256
Electric Utilities - 1.9%
Alliant Energy Corp.		24,892		1,588,607
Edison International		22,754		1,590,732
Entergy Corp.		13,033		1,568,130
Evergy, Inc.		7,500		524,550
FirstEnergy Corp.		15,857		681,217
NextEra Energy, Inc.		2,327		176,131
NRG Energy, Inc.		33,677		1,550,489
Pinnacle West Capital Corp.		9,681		751,730
Southern Co. (The)		10,113		765,150
				9,196,736

See accompanying notes to the financial statements.

Large Cap Core Plus

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Electrical Equipment - 0.8%
AMETEK, Inc.		13,110		1,592,472
Emerson Electric Co.		20,917		1,854,501
Generac Holdings, Inc.*		1,962		484,771
				3,931,744
Electronic Equipment, Instruments & Components - 1.2%
Corning, Inc.		44,976		1,611,040
Keysight Technologies, Inc.*		10,723		1,561,269
TE Connectivity Ltd.		3,720		481,331
Teledyne Technologies, Inc.*		1,890		765,734
Trimble, Inc.*		3,975		270,499
Zebra Technologies Corp., Class A*		3,470		1,173,519
				5,863,392
Energy Equipment & Services - 0.3%
Halliburton Co.		10,132		410,346
Schlumberger NV		19,541		898,104
				1,308,450
Entertainment - 1.2%
Activision Blizzard, Inc.		2,301		179,202
Electronic Arts, Inc.		4,151		575,536
Live Nation Entertainment, Inc.*		16,938		1,609,957
Netflix, Inc.*		6,180		1,220,179
Walt Disney Co. (The)*		10,829		1,195,955
Warner Bros Discovery, Inc.*		51,437		949,013
				5,729,842
Equity Real Estate Investment Trusts (REITs) - 6.1%
AvalonBay Communities, Inc.		6,655		1,383,974
Camden Property Trust		10,093		1,448,245
Digital Realty Trust, Inc.		12,243		1,709,000
Duke Realty Corp.		27,896		1,473,746
Equity Residential		18,431		1,416,054
Essex Property Trust, Inc.		3,725		1,057,341
Extra Space Storage, Inc.		8,013		1,427,917
Federal Realty Investment Trust(b)		3,831		440,450
Healthpeak Properties, Inc.		49,423		1,467,369
Host Hotels & Resorts, Inc.		74,835		1,495,952
Kimco Realty Corp.		62,933		1,488,366
Mid-America Apartment Communities, Inc.(b)		7,563		1,368,903
Prologis, Inc.		17,828		2,272,713
Public Storage		5,660		1,871,422
SBA Communications Corp.		4,894		1,647,369
Simon Property Group, Inc.		12,796		1,467,061
UDR, Inc.		26,404		1,262,111
Ventas, Inc.		28,546		1,619,700
Vornado Realty Trust		31,295		1,094,073
Weyerhaeuser Co.		42,030		1,661,026
				29,072,792
Food & Staples Retailing - 1.0%
Costco Wholesale Corp.		1,710		797,236
Kroger Co. (The)		30,661		1,624,113
Sysco Corp.		3,380		284,529
Walgreens Boots Alliance, Inc.		34,563		1,514,896
Walmart, Inc.		4,939		635,304
				4,856,078
Food Products - 2.2%
Archer-Daniels-Midland Co.		20,966		1,904,132
Campbell Soup Co.		21,803		1,044,582
Hershey Co. (The)		7,227		1,530,028
Hormel Foods Corp.		15,552		756,916
Kellogg Co.		20,584		1,435,528
Kraft Heinz Co. (The)		29,440		1,113,715
Lamb Weston Holdings, Inc.		15,175		1,025,527
Tyson Foods, Inc., Class A		17,392		1,558,497
				10,368,925
Health Care Equipment & Supplies - 2.6%
Abbott Laboratories		28,224		3,315,191
Align Technology, Inc.*		2,290		635,796
Baxter International, Inc.		21,876		1,663,670
Becton Dickinson and Co.		4,977		1,273,116
Boston Scientific Corp.*		5,338		218,911
Cooper Cos., Inc. (The)(b)		1,703		597,310
DENTSPLY SIRONA, Inc.		11,428		452,092
Hologic, Inc.*		20,218		1,521,809
IDEXX Laboratories, Inc.*		2,863		1,121,208
Medtronic plc		2,375		237,856
Teleflex, Inc.		4,458		1,282,745
				12,319,704
Health Care Providers & Services - 2.6%
AmerisourceBergen Corp.		9,008		1,394,348
Anthem, Inc.		586		298,632
Centene Corp.*		10,835		882,402
Cigna Corp.		4,528		1,214,817
CVS Health Corp.		26,059		2,521,208
HCA Healthcare, Inc.		3,639		765,646
Humana, Inc.		696		316,144
McKesson Corp.		4,764		1,565,879
UnitedHealth Group, Inc.		6,443		3,200,754
				12,159,830
Health Care Technology - 0.3%
Cerner Corp.		16,771		1,590,729
Hotels, Restaurants & Leisure - 2.8%
Booking Holdings, Inc.*		1,021		2,290,675
Caesars Entertainment, Inc.*		3,381		169,625
Darden Restaurants, Inc.		10,146		1,268,250
Expedia Group, Inc.*		8,951		1,157,633
Hilton Worldwide Holdings, Inc.		12,483		1,758,355
Marriott International, Inc., Class A		10,502		1,801,933
McDonald's Corp.		1,897		478,442
MGM Resorts International		41,082		1,436,638
Norwegian Cruise Line Holdings Ltd.*(b)		89,134		1,427,035
Penn National Gaming, Inc.*		10,228		326,887
Royal Caribbean Cruises Ltd.*		24,041		1,396,061
				13,511,534
Household Durables - 0.2%
DR Horton, Inc.		6,295		473,069
Whirlpool Corp.		1,535		282,809
				755,878
Household Products - 1.1%
Church & Dwight Co., Inc.		15,755		1,418,895
Clorox Co. (The)		3,530		513,121
Kimberly-Clark Corp.		6,871		913,980
Procter & Gamble Co. (The)		17,459		2,581,837
				5,427,833
Independent Power and Renewable Electricity Producers - 0.3%
AES Corp. (The)		62,898		1,386,272
Industrial Conglomerates - 0.6%
3M Co.		14,551		2,172,319
General Electric Co.		10,354		810,615
				2,982,934
Insurance - 4.3%
Allstate Corp. (The)		12,911		1,764,805

See accompanying notes to the financial statements.

Large Cap Core Plus

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
American International Group, Inc.		30,365		1,781,818
Aon plc, Class A		2,123		585,247
Assurant, Inc.		7,809		1,379,772
Chubb Ltd.		3,918		827,834
Cincinnati Financial Corp.		11,851		1,515,269
Everest Re Group Ltd.		5,073		1,433,123
Hartford Financial Services Group, Inc. (The)		20,628		1,495,736
Loews Corp.		22,881		1,498,477
MetLife, Inc.		27,258		1,836,917
Principal Financial Group, Inc.		6,889		502,415
Progressive Corp. (The)		7,109		848,672
Prudential Financial, Inc.		16,081		1,708,606
Travelers Cos., Inc. (The)		9,929		1,777,688
W R Berkley Corp.		21,641		1,539,324
Willis Towers Watson plc		813		171,600
				20,667,303
Interactive Media & Services - 3.0%
Alphabet, Inc., Class A*		2,395		5,449,200
Alphabet, Inc., Class C*		2,183		4,978,943
Meta Platforms, Inc., Class A*		20,698		4,007,960
				14,436,103
Internet & Direct Marketing Retail - 2.2%
Amazon.com, Inc.*		3,931		9,450,871
eBay, Inc.		18,497		900,249
				10,351,120
IT Services - 2.2%
Accenture plc, Class A		4,228		1,261,889
Akamai Technologies, Inc.*(b)		1,666		168,332
Automatic Data Processing, Inc.		2,955		658,788
Broadridge Financial Solutions, Inc.		5,053		738,850
DXC Technology Co.*		10,850		382,137
Gartner, Inc.*		5,350		1,403,840
Jack Henry & Associates, Inc.		5,884		1,106,898
Mastercard, Inc., Class A		5,354		1,916,036
PayPal Holdings, Inc.*		6,372		542,958
Visa, Inc., Class A		9,702		2,058,473
				10,238,201
Life Sciences Tools & Services - 2.2%
Agilent Technologies, Inc.		1,656		211,239
Danaher Corp.		9,738		2,569,079
IQVIA Holdings, Inc.*		6,932		1,492,113
Mettler-Toledo International, Inc.*		1,192		1,533,055
PerkinElmer, Inc.		3,396		508,279
Thermo Fisher Scientific, Inc.		2,054		1,165,789
Waters Corp.*		3,489		1,144,218
West Pharmaceutical Services, Inc.		5,234		1,624,529
				10,248,301
Machinery - 1.6%
Dover Corp.		9,079		1,215,769
Otis Worldwide Corp.		6,623		492,751
PACCAR, Inc.		18,536		1,609,666
Parker-Hannifin Corp.		4,475		1,217,961
Pentair plc		19,496		978,114
Snap-on, Inc.		5,552		1,231,878
Stanley Black & Decker, Inc.		7,268		862,639
				7,608,778
Media - 1.8%
Charter Communications, Inc., Class A*		3,745		1,898,453
Comcast Corp., Class A		27,521		1,218,630
DISH Network Corp., Class A*(b)		40,604		926,989
Fox Corp., Class A		4,930		175,064
Interpublic Group of Cos., Inc. (The)		38,233		1,232,250
News Corp., Class A		55,051		957,888
News Corp., Class B		41,021		721,149
Omnicom Group, Inc.		18,259		1,362,304
				8,492,727
Metals & Mining - 0.4%
Freeport-McMoRan, Inc.		34,388		1,343,883
Nucor Corp.		2,707		358,569
				1,702,452
Multiline Retail - 0.2%
Target Corp.		5,786		936,638
Multi-Utilities - 0.8%
CMS Energy Corp.		21,878		1,554,213
DTE Energy Co.		11,906		1,580,045
WEC Energy Group, Inc.		6,871		721,936
				3,856,194
Oil, Gas & Consumable Fuels - 4.6%
APA Corp.		20,800		977,808
Chevron Corp.		10,593		1,850,173
ConocoPhillips		11,826		1,328,769
Coterra Energy, Inc.		38,008		1,304,815
Devon Energy Corp.		26,232		1,964,777
Diamondback Energy, Inc.		9,414		1,431,116
EOG Resources, Inc.		2,089		286,109
Exxon Mobil Corp.		54,184		5,201,664
Marathon Petroleum Corp.		14,253		1,450,813
ONEOK, Inc.		9,876		650,335
Phillips 66(b)		18,794		1,894,623
Pioneer Natural Resources Co.		6,808		1,892,216
Valero Energy Corp.		13,612		1,764,115
				21,997,333
Pharmaceuticals - 3.4%
Bristol-Myers Squibb Co.		3,905		294,632
Catalent, Inc.*		1,947		200,658
Eli Lilly & Co.		3,085		966,962
Johnson & Johnson		22,218		3,988,797
Merck & Co., Inc.		31,398		2,889,558
Organon & Co.		17,771		674,587
Pfizer, Inc.		78,444		4,160,670
Viatris, Inc.		108,955		1,336,878
Zoetis, Inc.		10,162		1,736,991
				16,249,733
Professional Services - 0.4%
Jacobs Engineering Group, Inc.		4,729		662,486
Robert Half International, Inc.		13,124		1,183,128
				1,845,614
Real Estate Management & Development - 0.0%(c)
CBRE Group, Inc., Class A*		2,098		173,798
Road & Rail - 1.1%
CSX Corp.		44,410		1,411,794
JB Hunt Transport Services, Inc.		8,537		1,473,315
Norfolk Southern Corp.		7,617		1,825,490
Old Dominion Freight Line, Inc.		2,067		533,782
Union Pacific Corp.		834		183,297
				5,427,678
Semiconductors & Semiconductor Equipment - 3.9%
Advanced Micro Devices, Inc.*		19,535		1,989,835
Applied Materials, Inc.		8,140		954,741
Broadcom, Inc.		1,776		1,030,311

See accompanying notes to the financial statements.

Large Cap Core Plus

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Intel Corp.		49,046		2,178,623
Micron Technology, Inc.		29,481		2,176,877
Monolithic Power Systems, Inc.		677		304,914
NVIDIA Corp.		20,190		3,769,877
Qorvo, Inc.*		14,074		1,572,769
QUALCOMM, Inc.		14,023		2,008,374
Skyworks Solutions, Inc.		7,462		812,388
Teradyne, Inc.		3,177		347,119
Texas Instruments, Inc.		6,872		1,214,695
				18,360,523
Software - 7.3%
Adobe, Inc.*		5,866		2,443,072
ANSYS, Inc.*		2,227		579,822
Autodesk, Inc.*		6,806		1,413,946
Cadence Design Systems, Inc.*		12,425		1,910,095
Citrix Systems, Inc.		11,160		1,123,700
Fortinet, Inc.*		714		210,016
Intuit, Inc.		2,141		887,359
Microsoft Corp.		70,715		19,225,287
NortonLifeLock, Inc.		59,418		1,446,234
Oracle Corp.		7,273		523,074
Paycom Software, Inc.*		2,516		715,399
PTC, Inc.*		6,264		729,944
Salesforce, Inc.*		9,025		1,446,166
ServiceNow, Inc.*		1,789		836,304
Synopsys, Inc.*		1,398		446,242
Tyler Technologies, Inc.*		2,163		769,639
				34,706,299
Specialty Retail - 1.6%
Bath & Body Works, Inc.		8,319		341,245
Best Buy Co., Inc.		6,967		571,712
Home Depot, Inc. (The)		6,839		2,070,507
Lowe's Cos., Inc.		918		179,285
Ross Stores, Inc.		18,380		1,562,668
TJX Cos., Inc. (The)		31,953		2,031,252
Ulta Beauty, Inc.*		1,564		661,729
				7,418,398
Technology Hardware, Storage & Peripherals - 5.6%
Apple, Inc.		148,984		22,174,779
Hewlett Packard Enterprise Co.		92,412		1,441,627
HP, Inc.(b)		47,453		1,843,074
Western Digital Corp.*		20,133		1,221,872
				26,681,352
Textiles, Apparel & Luxury Goods - 1.5%
NIKE, Inc., Class B		14,384		1,709,538
PVH Corp.		20,989		1,487,491
Ralph Lauren Corp.		14,627		1,478,643
Tapestry, Inc.		20,006		690,207
Under Armour, Inc., Class A*		74,887		792,305
Under Armour, Inc., Class C*		89,102		864,289
VF Corp.		3,605		181,908
				7,204,381
Tobacco - 0.4%
Philip Morris International, Inc.		19,908		2,115,225
Trading Companies & Distributors - 0.1%
United Rentals, Inc.*		1,978		589,800
Water Utilities - 0.3%
American Water Works Co., Inc.		10,835		1,638,794
Wireless Telecommunication Services - 0.2%
T-Mobile US, Inc.*		6,961		927,832
TOTAL COMMON STOCKS (Cost $376,174,859)				447,652,594
SECURITIES LENDING REINVESTMENTS(d) - 0.6%
INVESTMENT COMPANIES - 0.6%
BlackRock Liquidity FedFund, Institutional Class
0.72% (Cost $2,630,055)		2,630,055		2,630,055
Investments		Principal Amount ($)		Value ($)
SHORT-TERM INVESTMENTS - 5.4%
REPURCHASE AGREEMENTS(e) - 5.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $25,669,877
(Cost $25,669,361)		25,669,361		25,669,361
Total Investments - 100.1% (Cost $404,474,275)				475,952,010
Liabilities in excess of other assets - (0.1%)				(578,789	)
Net Assets - 100.0%				475,373,221

*	Non-income producing security.
(a)	All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $61,564,730.
(b)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $7,632,482, collateralized in the form of cash with a value of $2,630,055 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $5,250,343 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% – 4.63%, and maturity dates ranging from June 15, 2022 – February 15, 2051. The total value of collateral is $7,880,398.
(c)	Represents less than 0.05% of net assets.
(d)	The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $2,630,055.
(e)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	101,231,769
Aggregate gross unrealized depreciation		(33,705,666	)
Net unrealized appreciation	$	67,526,103
Federal income tax cost	$	405,511,386

See accompanying notes to the financial statements.

Large Cap Core Plus

Schedule of Portfolio Investments

May 31, 2022

Swap Agreements^a

Large Cap Core Plus had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)			Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/ the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/ the Counterparty ($)			Net Amounte ($)
	(57,204,560	)	3/7/2023	Goldman Sachs International		(0.93	)%	Credit Suisse 130/30 Large Cap Index (short portion)f		5,510,361			(5,073,824	)		(7,738	)		428,799
	(26,079,846	)	3/7/2023	Societe Generale		(0.68	)%	Credit Suisse 130/30 Large Cap Index (short portion)f		2,717,435
	111,249,207		3/7/2023	Societe Generale		1.58	%	Credit Suisse 130/30 Large Cap Index (long portion)g		(10,263,868	)
	85,169,361									(7,546,433	)		6,297,996			1,248,437			—
	(60,761,374	)	11/6/2023	UBS AG		(0.93	)%	Credit Suisse 130/30 Large Cap Index (short portion)f		4,173,575
	60,516,350		3/7/2023	UBS AG		1.38	%	Credit Suisse 130/30 Large Cap Index (long portion)g		(5,052,024	)
	(245,024	)								(878,449	)		610,101			268,348			—
	27,719,777									(2,914,521	)
								Total Unrealized Appreciation		12,401,371
								Total Unrealized Depreciation		(15,315,892	)

a	The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.
b	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
c	Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).
d	The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.
e	Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.
f	Certain underlying short component disclosures related to this index may be found on the website at www.proshares.com/media/Large_Cap_Short_May.pdf.
g	See the Common Stocks section of the preceding Schedule of Portfolio Investments for the representative long components of the underlying reference instrument and their relative weightings.

See accompanying notes to the financial statements.

S&P 500^® Ex-Energy ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
COMMON STOCKS - 99.9%
Aerospace & Defense - 1.7%
Boeing Co. (The)*		426		55,976
General Dynamics Corp.		180		40,484
Howmet Aerospace, Inc.		294		10,516
Huntington Ingalls Industries, Inc.		31		6,524
L3Harris Technologies, Inc.		153		36,858
Lockheed Martin Corp.		189		83,181
Northrop Grumman Corp.		114		53,349
Raytheon Technologies Corp.		1,160		110,339
Textron, Inc.		171		11,165
TransDigm Group, Inc.*		41		24,820
				433,212
Air Freight & Logistics - 0.7%
CH Robinson Worldwide, Inc.		102		11,068
Expeditors International of Washington, Inc.		133		14,476
FedEx Corp.		190		42,670
United Parcel Service, Inc., Class B		567		103,336
				171,550
Airlines - 0.3%
Alaska Air Group, Inc.*		98		4,729
American Airlines Group, Inc.*		504		9,006
Delta Air Lines, Inc.*		497		20,720
Southwest Airlines Co.*		460		21,096
United Airlines Holdings, Inc.*		252		12,003
				67,554
Auto Components - 0.1%
Aptiv plc*		210		22,310
BorgWarner, Inc.		187		7,540
				29,850
Automobiles - 2.2%
Ford Motor Co.		3,055		41,792
General Motors Co.*		1,130		43,709
Tesla, Inc.*		650		492,869
				578,370
Banks - 4.1%
Bank of America Corp.		5,522		205,418
Citigroup, Inc.		1,542		82,358
Citizens Financial Group, Inc.		332		13,738
Comerica, Inc.		103		8,571
Fifth Third Bancorp		531		20,937
First Republic Bank		140		21,704
Huntington Bancshares, Inc.		1,117		15,504
JPMorgan Chase & Co.		2,295		303,468
KeyCorp		720		14,371
M&T Bank Corp.		140		25,196
PNC Financial Services Group, Inc. (The)		326		57,184
Regions Financial Corp.		731		16,148
Signature Bank		49		10,597
SVB Financial Group*		46		22,474
Truist Financial Corp.		1,037		51,580
US Bancorp		1,049		55,671
Wells Fargo & Co.		3,018		138,134
Zions Bancorp NA		118		6,731
				1,069,784
Beverages - 1.7%
Brown-Forman Corp., Class B		142		9,389
Coca-Cola Co. (The)		3,019		191,344
Constellation Brands, Inc., Class A		129		31,665
Molson Coors Beverage Co., Class B		146		8,153
Monster Beverage Corp.*		291		25,934
PepsiCo, Inc.		1,073		179,996
				446,481
Biotechnology - 2.2%
AbbVie, Inc.		1,374		202,486
Amgen, Inc.		438		112,452
Biogen, Inc.*		114		22,800
Gilead Sciences, Inc.		975		63,229
Incyte Corp.*		146		11,080
Moderna, Inc.*		274		39,820
Regeneron Pharmaceuticals, Inc.*		84		55,838
Vertex Pharmaceuticals, Inc.*		198		53,193
				560,898
Building Products - 0.4%
A O Smith Corp.		103		6,192
Allegion plc		70		7,816
Carrier Global Corp.		665		26,141
Fortune Brands Home & Security, Inc.		106		7,351
Johnson Controls International plc		545		29,708
Masco Corp.		186		10,544
Trane Technologies plc		182		25,127
				112,879
Capital Markets - 3.0%
Ameriprise Financial, Inc.		87		24,036
Bank of New York Mellon Corp. (The)		574		26,754
BlackRock, Inc.		110		73,599
Cboe Global Markets, Inc.		84		9,434
Charles Schwab Corp. (The)		1,168		81,877
CME Group, Inc.		279		55,474
FactSet Research Systems, Inc.		30		11,453
Franklin Resources, Inc.		218		5,903
Goldman Sachs Group, Inc. (The)		263		85,962
Intercontinental Exchange, Inc.		437		44,744
Invesco Ltd.		265		5,125
MarketAxess Holdings, Inc.		29		8,169
Moody's Corp.		127		38,299
Morgan Stanley		1,102		94,926
MSCI, Inc.		63		27,868
Nasdaq, Inc.		91		14,129
Northern Trust Corp.		163		18,215
Raymond James Financial, Inc.		146		14,380
S&P Global, Inc.		276		96,456
State Street Corp.		284		20,587
T. Rowe Price Group, Inc.		179		22,749
				780,139
Chemicals - 2.0%
Air Products and Chemicals, Inc.		173		42,586
Albemarle Corp.		91		23,698
Celanese Corp.		85		13,304
CF Industries Holdings, Inc.		167		16,495
Corteva, Inc.		565		35,380
Dow, Inc.		572		38,885
DuPont de Nemours, Inc.		398		27,004
Eastman Chemical Co.		101		11,126
Ecolab, Inc.		194		31,799
FMC Corp.		99		12,135
International Flavors & Fragrances, Inc.		198		26,170
Linde plc		398		129,223

See accompanying notes to the financial statements.

S&P 500^® Ex-Energy ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
LyondellBasell Industries NV, Class A		204		23,307
Mosaic Co. (The)		288		18,043
PPG Industries, Inc.		185		23,401
Sherwin-Williams Co. (The)		188		50,391
				522,947
Commercial Services & Supplies - 0.5%
Cintas Corp.		69		27,485
Copart, Inc.*		166		19,012
Republic Services, Inc.		162		21,682
Rollins, Inc.		177		6,276
Waste Management, Inc.		299		47,395
				121,850
Communications Equipment - 0.8%
Arista Networks, Inc.*		175		17,899
Cisco Systems, Inc.		3,277		147,629
F5, Inc.*		48		7,826
Juniper Networks, Inc.		252		7,731
Motorola Solutions, Inc.		132		29,006
				210,091
Construction & Engineering - 0.1%
Quanta Services, Inc.		111		13,209
Construction Materials - 0.1%
Martin Marietta Materials, Inc.		49		16,629
Vulcan Materials Co.		102		16,817
				33,446
Consumer Finance - 0.6%
American Express Co.		478		80,696
Capital One Financial Corp.		321		41,043
Discover Financial Services		223		25,308
Synchrony Financial		405		15,001
				162,048
Containers & Packaging - 0.3%
Amcor plc		1,177		15,419
Avery Dennison Corp.		64		11,044
Ball Corp.		251		17,793
International Paper Co.		302		14,632
Packaging Corp. of America		74		11,639
Sealed Air Corp.		115		7,151
WestRock Co.		205		9,940
				87,618
Distributors - 0.2%
Genuine Parts Co.		110		15,040
LKQ Corp.		209		10,741
Pool Corp.		31		12,357
				38,138
Diversified Financial Services - 1.7%
Berkshire Hathaway, Inc., Class B*		1,424		449,956
Diversified Telecommunication Services - 1.1%
AT&T, Inc.		5,548		118,117
Lumen Technologies, Inc.(a)		716		8,764
Verizon Communications, Inc.		3,260		167,205
				294,086
Electric Utilities - 2.0%
Alliant Energy Corp.		194		12,381
American Electric Power Co., Inc.		392		39,996
Constellation Energy Corp.		255		15,830
Duke Energy Corp.		599		67,400
Edison International		296		20,693
Entergy Corp.		157		18,890
Evergy, Inc.		178		12,449
Eversource Energy		267		24,649
Exelon Corp.		760		37,354
FirstEnergy Corp.		443		19,031
NextEra Energy, Inc.		1,524		115,352
NRG Energy, Inc.		191		8,794
Pinnacle West Capital Corp.		89		6,911
PPL Corp.		583		17,595
Southern Co. (The)		824		62,344
Xcel Energy, Inc.		419		31,568
				511,237
Electrical Equipment - 0.5%
AMETEK, Inc.		180		21,865
Eaton Corp. plc		309		42,827
Emerson Electric Co.		461		40,872
Generac Holdings, Inc.*		50		12,354
Rockwell Automation, Inc.		90		19,188
				137,106
Electronic Equipment, Instruments & Components - 0.7%
Amphenol Corp., Class A		465		32,950
CDW Corp.		105		17,835
Corning, Inc.		580		20,776
IPG Photonics Corp.*		29		3,059
Keysight Technologies, Inc.*		143		20,821
TE Connectivity Ltd.		252		32,606
Teledyne Technologies, Inc.*		36		14,585
Trimble, Inc.*		194		13,202
Zebra Technologies Corp., Class A*		42		14,204
				170,038
Entertainment - 1.4%
Activision Blizzard, Inc.		605		47,118
Electronic Arts, Inc.		219		30,364
Live Nation Entertainment, Inc.*		105		9,980
Netflix, Inc.*		344		67,919
Take-Two Interactive Software, Inc.*		123		15,317
Walt Disney Co. (The)*		1,415		156,273
Warner Bros Discovery, Inc.*		1,708		31,513
				358,484
Equity Real Estate Investment Trusts (REITs) - 2.8%
Alexandria Real Estate Equities, Inc.		113		18,752
American Tower Corp.		353		90,414
AvalonBay Communities, Inc.		108		22,460
Boston Properties, Inc.		111		12,341
Camden Property Trust		78		11,192
Crown Castle International Corp.		336		63,722
Digital Realty Trust, Inc.		221		30,849
Duke Realty Corp.		296		15,638
Equinix, Inc.		70		48,096
Equity Residential		265		20,360
Essex Property Trust, Inc.		51		14,476
Extra Space Storage, Inc.		103		18,355
Federal Realty Investment Trust		56		6,438
Healthpeak Properties, Inc.		419		12,440
Host Hotels & Resorts, Inc.		555		11,094
Iron Mountain, Inc.		225		12,128
Kimco Realty Corp.		480		11,352
Mid-America Apartment Communities, Inc.		89		16,109
Prologis, Inc.		574		73,174
Public Storage		118		39,016
Realty Income Corp.		440		30,017

See accompanying notes to the financial statements.

S&P 500^® Ex-Energy ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Regency Centers Corp.		120		8,185
SBA Communications Corp.		85		28,612
Simon Property Group, Inc.		254		29,121
UDR, Inc.		233		11,137
Ventas, Inc.		310		17,589
Vornado Realty Trust		125		4,370
Welltower, Inc.		339		30,202
Weyerhaeuser Co.		580		22,922
				730,561
Food & Staples Retailing - 1.5%
Costco Wholesale Corp.		344		160,380
Kroger Co. (The)		520		27,544
Sysco Corp.		395		33,251
Walgreens Boots Alliance, Inc.		557		24,413
Walmart, Inc.		1,098		141,236
				386,824
Food Products - 1.1%
Archer-Daniels-Midland Co.		435		39,507
Campbell Soup Co.		157		7,522
Conagra Brands, Inc.		373		12,268
General Mills, Inc.		469		32,760
Hershey Co. (The)		113		23,923
Hormel Foods Corp.		220		10,707
J M Smucker Co. (The)		85		10,656
Kellogg Co.		198		13,809
Kraft Heinz Co. (The)		551		20,844
Lamb Weston Holdings, Inc.		112		7,569
McCormick & Co., Inc. (Non-Voting)		193		17,895
Mondelez International, Inc., Class A		1,078		68,518
Tyson Foods, Inc., Class A		226		20,252
				286,230
Gas Utilities - 0.1%
Atmos Energy Corp.		106		12,329
Health Care Equipment & Supplies - 2.9%
Abbott Laboratories		1,374		161,390
ABIOMED, Inc.*		36		9,493
Align Technology, Inc.*		58		16,103
Baxter International, Inc.		390		29,660
Becton Dickinson and Co.		220		56,276
Boston Scientific Corp.*		1,108		45,439
Cooper Cos., Inc. (The)		39		13,679
DENTSPLY SIRONA, Inc.		170		6,725
Dexcom, Inc.*		76		22,643
Edwards Lifesciences Corp.*		486		49,013
Hologic, Inc.*		193		14,527
IDEXX Laboratories, Inc.*		66		25,847
Intuitive Surgical, Inc.*		278		63,284
Medtronic plc		1,044		104,557
ResMed, Inc.		113		22,991
STERIS plc		78		17,800
Stryker Corp.		260		60,970
Teleflex, Inc.		37		10,646
Zimmer Biomet Holdings, Inc.		163		19,594
				750,637
Health Care Providers & Services - 3.4%
AmerisourceBergen Corp.		117		18,110
Anthem, Inc.		190		96,826
Cardinal Health, Inc.		216		12,165
Centene Corp.*		454		36,974
Cigna Corp.		250		67,072
CVS Health Corp.		1,018		98,492
DaVita, Inc.*		48		4,680
HCA Healthcare, Inc.		187		39,345
Henry Schein, Inc.*		108		9,249
Humana, Inc.		100		45,423
Laboratory Corp. of America Holdings		73		18,011
McKesson Corp.		116		38,128
Molina Healthcare, Inc.*		46		13,350
Quest Diagnostics, Inc.		92		12,974
UnitedHealth Group, Inc.		731		363,146
Universal Health Services, Inc., Class B		58		7,227
				881,172
Health Care Technology - 0.1%
Cerner Corp.		228		21,626
Hotels, Restaurants & Leisure - 2.0%
Booking Holdings, Inc.*		32		71,794
Caesars Entertainment, Inc.*		165		8,278
Carnival Corp.*		628		8,717
Chipotle Mexican Grill, Inc.*		23		32,259
Darden Restaurants, Inc.		99		12,375
Domino's Pizza, Inc.		29		10,532
Expedia Group, Inc.*		116		15,002
Hilton Worldwide Holdings, Inc.		217		30,567
Las Vegas Sands Corp.*		268		9,503
Marriott International, Inc., Class A		212		36,375
McDonald's Corp.		580		146,282
MGM Resorts International		293		10,246
Norwegian Cruise Line Holdings Ltd.*(a)		323		5,171
Penn National Gaming, Inc.*		130		4,155
Royal Caribbean Cruises Ltd.*		174		10,104
Starbucks Corp.		894		70,179
Wynn Resorts Ltd.*		83		5,486
Yum! Brands, Inc.		224		27,209
				514,234
Household Durables - 0.4%
DR Horton, Inc.		250		18,787
Garmin Ltd.		119		12,569
Lennar Corp., Class A		203		16,291
Mohawk Industries, Inc.*		43		6,083
Newell Brands, Inc.		294		6,303
NVR, Inc.*		3		13,352
PulteGroup, Inc.		193		8,735
Whirlpool Corp.		46		8,475
				90,595
Household Products - 1.5%
Church & Dwight Co., Inc.		189		17,021
Clorox Co. (The)		96		13,955
Colgate-Palmolive Co.		655		51,620
Kimberly-Clark Corp.		261		34,718
Procter & Gamble Co. (The)		1,862		275,353
				392,667
Independent Power and Renewable Electricity Producers - 0.1%
AES Corp. (The)		518		11,417
Industrial Conglomerates - 0.9%
3M Co.		444		66,285
General Electric Co.		855		66,938
Honeywell International, Inc.		533		103,199
				236,422

See accompanying notes to the financial statements.

S&P 500^® Ex-Energy ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Insurance - 2.3%
Aflac, Inc.		467		28,286
Allstate Corp. (The)		218		29,798
American International Group, Inc.		645		37,849
Aon plc, Class A		167		46,037
Arthur J Gallagher & Co.		162		26,234
Assurant, Inc.		45		7,951
Brown & Brown, Inc.		182		10,805
Chubb Ltd.		334		70,571
Cincinnati Financial Corp.		117		14,960
Everest Re Group Ltd.		31		8,757
Globe Life, Inc.		72		7,025
Hartford Financial Services Group, Inc. (The)		261		18,925
Lincoln National Corp.		130		7,531
Loews Corp.		152		9,954
Marsh & McLennan Cos., Inc.		393		62,860
MetLife, Inc.		545		36,728
Principal Financial Group, Inc.		189		13,784
Progressive Corp. (The)		455		54,318
Prudential Financial, Inc.		293		31,131
Travelers Cos., Inc. (The)		188		33,660
W R Berkley Corp.		163		11,594
Willis Towers Watson plc		95		20,052
				588,810
Interactive Media & Services - 5.5%
Alphabet, Inc., Class A*		233		530,131
Alphabet, Inc., Class C*		216		492,648
Match Group, Inc.*		220		17,332
Meta Platforms, Inc., Class A*		1,794		347,390
Twitter, Inc.*		621		24,592
				1,412,093
Internet & Direct Marketing Retail - 3.3%
Amazon.com, Inc.*		339		815,020
eBay, Inc.		486		23,654
Etsy, Inc.*		100		8,112
				846,786
IT Services - 4.6%
Accenture plc, Class A		491		146,544
Akamai Technologies, Inc.*		127		12,832
Automatic Data Processing, Inc.		326		72,678
Broadridge Financial Solutions, Inc.		91		13,306
Cognizant Technology Solutions Corp., Class A		408		30,477
DXC Technology Co.*		191		6,727
EPAM Systems, Inc.*		44		14,895
Fidelity National Information Services, Inc.		473		49,428
Fiserv, Inc.*		462		46,283
FleetCor Technologies, Inc.*		63		15,675
Gartner, Inc.*		64		16,794
Global Payments, Inc.		220		28,829
International Business Machines Corp.		696		96,633
Jack Henry & Associates, Inc.		57		10,723
Mastercard, Inc., Class A		670		239,773
Paychex, Inc.		249		30,834
PayPal Holdings, Inc.*		905		77,115
VeriSign, Inc.*		75		13,091
Visa, Inc., Class A		1,288		273,275
				1,195,912
Leisure Products - 0.0%(b)
Hasbro, Inc.		102		9,155
Life Sciences Tools & Services - 1.9%
Agilent Technologies, Inc.		233		29,722
Bio-Rad Laboratories, Inc., Class A*		17		9,142
Bio-Techne Corp.		31		11,462
Charles River Laboratories International, Inc.*		39		9,129
Danaher Corp.		494		130,327
Illumina, Inc.*		121		28,977
IQVIA Holdings, Inc.*		149		32,072
Mettler-Toledo International, Inc.*		18		23,150
PerkinElmer, Inc.		98		14,668
Thermo Fisher Scientific, Inc.		306		173,676
Waters Corp.*		48		15,742
West Pharmaceutical Services, Inc.		58		18,002
				496,069
Machinery - 1.7%
Caterpillar, Inc.		421		90,873
Cummins, Inc.		110		23,003
Deere & Co.		218		77,996
Dover Corp.		111		14,864
Fortive Corp.		280		17,296
IDEX Corp.		59		11,301
Illinois Tool Works, Inc.		221		45,984
Ingersoll Rand, Inc.		317		14,947
Nordson Corp.		42		9,151
Otis Worldwide Corp.		331		24,626
PACCAR, Inc.		270		23,447
Parker-Hannifin Corp.		100		27,217
Pentair plc		129		6,472
Snap-on, Inc.		42		9,319
Stanley Black & Decker, Inc.		128		15,192
Westinghouse Air Brake Technologies Corp.		146		13,791
Xylem, Inc.		141		11,879
				437,358
Media - 1.0%
Charter Communications, Inc., Class A*		93		47,145
Comcast Corp., Class A		3,516		155,688
DISH Network Corp., Class A*(a)		194		4,429
Fox Corp., Class A		246		8,735
Fox Corp., Class B		113		3,696
Interpublic Group of Cos., Inc. (The)		306		9,862
News Corp., Class A		304		5,290
News Corp., Class B		94		1,653
Omnicom Group, Inc.		162		12,087
Paramount Global, Class B		472		16,204
				264,789
Metals & Mining - 0.4%
Freeport-McMoRan, Inc.		1,141		44,590
Newmont Corp.		619		41,999
Nucor Corp.		211		27,949
				114,538
Multiline Retail - 0.5%
Dollar General Corp.		181		39,882
Dollar Tree, Inc.*		175		28,058
Target Corp.		372		60,219
				128,159

See accompanying notes to the financial statements.

S&P 500^® Ex-Energy ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Multi-Utilities - 1.0%
Ameren Corp.		200		19,038
CenterPoint Energy, Inc.		488		15,640
CMS Energy Corp.		224		15,913
Consolidated Edison, Inc.		275		27,297
Dominion Energy, Inc.		630		53,059
DTE Energy Co.		151		20,039
NiSource, Inc.		305		9,592
Public Service Enterprise Group, Inc.		394		27,005
Sempra Energy		248		40,637
WEC Energy Group, Inc.		245		25,742
				253,962
Personal Products - 0.2%
Estee Lauder Cos., Inc. (The), Class A		181		46,092
Pharmaceuticals - 4.6%
Bristol-Myers Squibb Co.		1,693		127,737
Catalent, Inc.*		140		14,428
Eli Lilly & Co.		617		193,393
Johnson & Johnson		2,045		367,139
Merck & Co., Inc.		1,961		180,471
Organon & Co.		197		7,478
Pfizer, Inc.		4,362		231,360
Viatris, Inc.		940		11,534
Zoetis, Inc.		368		62,902
				1,196,442
Professional Services - 0.3%
Equifax, Inc.		95		19,245
Jacobs Engineering Group, Inc.		101		14,149
Leidos Holdings, Inc.		110		11,495
Nielsen Holdings plc		279		7,131
Robert Half International, Inc.		87		7,843
Verisk Analytics, Inc.		126		22,040
				81,903
Real Estate Management & Development - 0.1%
CBRE Group, Inc., Class A*		259		21,456
Road & Rail - 0.9%
CSX Corp.		1,723		54,774
JB Hunt Transport Services, Inc.		65		11,218
Norfolk Southern Corp.		187		44,816
Old Dominion Freight Line, Inc.		73		18,852
Union Pacific Corp.		495		108,791
				238,451
Semiconductors & Semiconductor Equipment - 5.9%
Advanced Micro Devices, Inc.*		1,271		129,464
Analog Devices, Inc.		408		68,707
Applied Materials, Inc.		690		80,930
Broadcom, Inc.		320		185,642
Enphase Energy, Inc.*		103		19,178
Intel Corp.		3,164		140,545
KLA Corp.		117		42,687
Lam Research Corp.		108		56,163
Microchip Technology, Inc.		432		31,385
Micron Technology, Inc.		870		64,241
Monolithic Power Systems, Inc.		34		15,313
NVIDIA Corp.		1,942		362,610
NXP Semiconductors NV		206		39,091
Qorvo, Inc.*		85		9,499
QUALCOMM, Inc.		876		125,461
Skyworks Solutions, Inc.		129		14,044
SolarEdge Technologies, Inc.*		41		11,184
Teradyne, Inc.		128		13,985
Texas Instruments, Inc.		718		126,914
				1,537,043
Software - 9.1%
Adobe, Inc.*		367		152,848
ANSYS, Inc.*		68		17,704
Autodesk, Inc.*		171		35,525
Cadence Design Systems, Inc.*		215		33,052
Ceridian HCM Holding, Inc.*		107		6,024
Citrix Systems, Inc.		98		9,868
Fortinet, Inc.*		105		30,885
Intuit, Inc.		220		91,181
Microsoft Corp.		5,825		1,583,643
NortonLifeLock, Inc.		453		11,026
Oracle Corp.		1,223		87,958
Paycom Software, Inc.*		38		10,805
PTC, Inc.*		82		9,555
Roper Technologies, Inc.		83		36,723
Salesforce, Inc.*		765		122,584
ServiceNow, Inc.*		156		72,925
Synopsys, Inc.*		119		37,985
Tyler Technologies, Inc.*		32		11,386
				2,361,677
Specialty Retail - 2.2%
Advance Auto Parts, Inc.		49		9,303
AutoZone, Inc.*		17		35,015
Bath & Body Works, Inc.		201		8,245
Best Buy Co., Inc.		169		13,868
CarMax, Inc.*		127		12,607
Home Depot, Inc. (The)		810		245,228
Lowe's Cos., Inc.		523		102,142
O'Reilly Automotive, Inc.*		53		33,770
Ross Stores, Inc.		274		23,296
TJX Cos., Inc. (The)		927		58,929
Tractor Supply Co.		88		16,488
Ulta Beauty, Inc.*		42		17,770
				576,661
Technology Hardware, Storage & Peripherals - 7.3%
Apple, Inc.		12,043		1,792,480
Hewlett Packard Enterprise Co.		1,005		15,678
HP, Inc.		840		32,626
NetApp, Inc.		172		12,376
Seagate Technology Holdings plc		157		13,293
Western Digital Corp.*		244		14,808
				1,881,261
Textiles, Apparel & Luxury Goods - 0.6%
NIKE, Inc., Class B		991		117,780
PVH Corp.		56		3,969
Ralph Lauren Corp.		36		3,639
Tapestry, Inc.		206		7,107
Under Armour, Inc., Class A*		147		1,555
Under Armour, Inc., Class C*		168		1,630
VF Corp.		251		12,666
				148,346
Tobacco - 0.8%
Altria Group, Inc.		1,417		76,645
Philip Morris International, Inc.		1,203		127,819
				204,464
Trading Companies & Distributors - 0.2%
Fastenal Co.		449		24,049
United Rentals, Inc.*		57		16,996

See accompanying notes to the financial statements.

S&P 500^® Ex-Energy ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
WW Grainger, Inc.		34		16,560
				57,605
Water Utilities - 0.1%
American Water Works Co., Inc.		142		21,477
Wireless Telecommunication Services - 0.2%
T-Mobile US, Inc.*		457		60,914
TOTAL COMMON STOCKS (Cost $26,741,691)				25,857,108
SECURITIES LENDING REINVESTMENTS(c) - 0.0%(b)
INVESTMENT COMPANIES - 0.0%(b)
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $9,686)		9,686		9,686

Investments	Principal Amount ($)	Value ($)
SHORT-TERM INVESTMENTS - 0.0%(b)
REPURCHASE AGREEMENTS(d) - 0.0%(b)
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $5,352
(Cost $5,352)	5,352	5,352
Total Investments - 99.9% (Cost $26,756,729)		25,872,146
Other assets less liabilities - 0.1%		19,675
Net Assets - 100.0%		25,891,821

*	Non-income producing security.
(a)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $17,993, collateralized in the form of cash with a value of $9,686 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $8,999 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% – 4.63%, and maturity dates ranging from June 30, 2022 – August 15, 2050. The total value of collateral is $18,685.
(b)	Represents less than 0.05% of net assets.
(c)	The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $9,686.
(d)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,792,138
Aggregate gross unrealized depreciation		(2,690,823	)
Net unrealized depreciation	$	(898,685	)
Federal income tax cost	$	26,770,831

See accompanying notes to the financial statements.

S&P 500^® Ex-Financials ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
COMMON STOCKS - 99.9%
Aerospace & Defense - 1.9%
Boeing Co. (The)*		152		19,973
General Dynamics Corp.		63		14,169
Howmet Aerospace, Inc.		104		3,720
Huntington Ingalls Industries, Inc.		11		2,315
L3Harris Technologies, Inc.		54		13,009
Lockheed Martin Corp.		67		29,487
Northrop Grumman Corp.		40		18,719
Raytheon Technologies Corp.		411		39,094
Textron, Inc.		61		3,983
TransDigm Group, Inc.*		14		8,475
				152,944
Air Freight & Logistics - 0.7%
CH Robinson Worldwide, Inc.		36		3,906
Expeditors International of Washington, Inc.		47		5,116
FedEx Corp.		67		15,047
United Parcel Service, Inc., Class B		200		36,450
				60,519
Airlines - 0.3%
Alaska Air Group, Inc.*		35		1,689
American Airlines Group, Inc.*		179		3,199
Delta Air Lines, Inc.*		177		7,379
Southwest Airlines Co.*		164		7,521
United Airlines Holdings, Inc.*		89		4,239
				24,027
Auto Components - 0.1%
Aptiv plc*		75		7,968
BorgWarner, Inc.		66		2,661
				10,629
Automobiles - 2.5%
Ford Motor Co.		1,081		14,788
General Motors Co.*		400		15,472
Tesla, Inc.*		230		174,400
				204,660
Beverages - 1.9%
Brown-Forman Corp., Class B		50		3,306
Coca-Cola Co. (The)		1,069		67,753
Constellation Brands, Inc., Class A		45		11,046
Molson Coors Beverage Co., Class B		52		2,904
Monster Beverage Corp.*		103		9,179
PepsiCo, Inc.		380		63,745
				157,933
Biotechnology - 2.4%
AbbVie, Inc.		487		71,769
Amgen, Inc.		156		40,051
Biogen, Inc.*		40		8,000
Gilead Sciences, Inc.		345		22,373
Incyte Corp.*		52		3,946
Moderna, Inc.*		97		14,097
Regeneron Pharmaceuticals, Inc.*		29		19,278
Vertex Pharmaceuticals, Inc.*		70		18,806
				198,320
Building Products - 0.5%
A O Smith Corp.		36		2,164
Allegion plc		25		2,791
Carrier Global Corp.		235		9,238
Fortune Brands Home & Security, Inc.		37		2,566
Johnson Controls International plc		194		10,575
Masco Corp.		66		3,742
Trane Technologies plc		64		8,836
				39,912
Chemicals - 2.2%
Air Products and Chemicals, Inc.		61		15,016
Albemarle Corp.		32		8,333
Celanese Corp.		30		4,696
CF Industries Holdings, Inc.		59		5,827
Corteva, Inc.		201		12,587
Dow, Inc.		202		13,732
DuPont de Nemours, Inc.		141		9,567
Eastman Chemical Co.		35		3,856
Ecolab, Inc.		68		11,146
FMC Corp.		35		4,290
International Flavors & Fragrances, Inc.		70		9,252
Linde plc		142		46,104
LyondellBasell Industries NV, Class A		72		8,226
Mosaic Co. (The)		102		6,390
PPG Industries, Inc.		65		8,222
Sherwin-Williams Co. (The)		66		17,691
				184,935
Commercial Services & Supplies - 0.5%
Cintas Corp.		24		9,560
Copart, Inc.*		59		6,757
Republic Services, Inc.		57		7,629
Rollins, Inc.		62		2,199
Waste Management, Inc.		106		16,802
				42,947
Communications Equipment - 0.9%
Arista Networks, Inc.*		62		6,341
Cisco Systems, Inc.		1,160		52,258
F5, Inc.*		17		2,772
Juniper Networks, Inc.		89		2,731
Motorola Solutions, Inc.		46		10,108
				74,210
Construction & Engineering - 0.1%
Quanta Services, Inc.		39		4,641
Construction Materials - 0.1%
Martin Marietta Materials, Inc.		17		5,770
Vulcan Materials Co.		36		5,935
				11,705
Containers & Packaging - 0.4%
Amcor plc		416		5,450
Avery Dennison Corp.		23		3,969
Ball Corp.		89		6,309
International Paper Co.		106		5,136
Packaging Corp. of America		26		4,089
Sealed Air Corp.		41		2,549
WestRock Co.		72		3,491
				30,993
Distributors - 0.2%
Genuine Parts Co.		39		5,332
LKQ Corp.		74		3,803
Pool Corp.		11		4,385
				13,520
Diversified Telecommunication Services - 1.3%
AT&T, Inc.		1,965		41,835
Lumen Technologies, Inc.		253		3,097

See accompanying notes to the financial statements.

S&P 500^® Ex-Financials ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Verizon Communications, Inc.		1,154		59,188
				104,120
Electric Utilities - 2.2%
Alliant Energy Corp.		69		4,403
American Electric Power Co., Inc.		138		14,080
Constellation Energy Corp.		91		5,649
Duke Energy Corp.		211		23,742
Edison International		104		7,271
Entergy Corp.		55		6,618
Evergy, Inc.		63		4,406
Eversource Energy		94		8,678
Exelon Corp.		269		13,221
FirstEnergy Corp.		158		6,788
NextEra Energy, Inc.		540		40,873
NRG Energy, Inc.		67		3,085
Pinnacle West Capital Corp.		31		2,407
PPL Corp.		206		6,217
Southern Co. (The)		292		22,093
Xcel Energy, Inc.		148		11,150
				180,681
Electrical Equipment - 0.6%
AMETEK, Inc.		64		7,774
Eaton Corp. plc		109		15,108
Emerson Electric Co.		163		14,452
Generac Holdings, Inc.*		17		4,200
Rockwell Automation, Inc.		32		6,822
				48,356
Electronic Equipment, Instruments & Components - 0.7%
Amphenol Corp., Class A		165		11,692
CDW Corp.		37		6,285
Corning, Inc.		205		7,343
IPG Photonics Corp.*		10		1,055
Keysight Technologies, Inc.*		50		7,280
TE Connectivity Ltd.		89		11,516
Teledyne Technologies, Inc.*		13		5,267
Trimble, Inc.*		69		4,695
Zebra Technologies Corp., Class A*		15		5,073
				60,206
Energy Equipment & Services - 0.4%
Baker Hughes Co.		249		8,959
Halliburton Co.		247		10,003
Schlumberger NV		386		17,741
				36,703
Entertainment - 1.5%
Activision Blizzard, Inc.		214		16,666
Electronic Arts, Inc.		77		10,676
Live Nation Entertainment, Inc.*		37		3,517
Netflix, Inc.*		122		24,088
Take-Two Interactive Software, Inc.*		43		5,355
Walt Disney Co. (The)*		501		55,330
Warner Bros Discovery, Inc.*		604		11,144
				126,776
Food & Staples Retailing - 1.7%
Costco Wholesale Corp.		122		56,879
Kroger Co. (The)		185		9,799
Sysco Corp.		139		11,701
Walgreens Boots Alliance, Inc.		197		8,635
Walmart, Inc.		389		50,037
				137,051
Food Products - 1.2%
Archer-Daniels-Midland Co.		154		13,986
Campbell Soup Co.		56		2,683
Conagra Brands, Inc.		133		4,374
General Mills, Inc.		166		11,595
Hershey Co. (The)		40		8,468
Hormel Foods Corp.		77		3,748
J M Smucker Co. (The)		30		3,761
Kellogg Co.		70		4,882
Kraft Heinz Co. (The)		195		7,377
Lamb Weston Holdings, Inc.		40		2,703
McCormick & Co., Inc. (Non-Voting)		69		6,398
Mondelez International, Inc., Class A		381		24,216
Tyson Foods, Inc., Class A		80		7,169
				101,360
Gas Utilities - 0.1%
Atmos Energy Corp.		37		4,303
Health Care Equipment & Supplies - 3.2%
Abbott Laboratories		487		57,203
ABIOMED, Inc.*		13		3,428
Align Technology, Inc.*		20		5,553
Baxter International, Inc.		138		10,495
Becton Dickinson and Co.		78		19,952
Boston Scientific Corp.*		392		16,076
Cooper Cos., Inc. (The)		14		4,910
DENTSPLY SIRONA, Inc.		60		2,374
Dexcom, Inc.*		27		8,044
Edwards Lifesciences Corp.*		172		17,346
Hologic, Inc.*		69		5,194
IDEXX Laboratories, Inc.*		23		9,007
Intuitive Surgical, Inc.*		98		22,309
Medtronic plc		370		37,055
ResMed, Inc.		40		8,138
STERIS plc		28		6,390
Stryker Corp.		92		21,574
Teleflex, Inc.		13		3,741
Zimmer Biomet Holdings, Inc.		57		6,852
				265,641
Health Care Providers & Services - 3.8%
AmerisourceBergen Corp.		41		6,346
Anthem, Inc.		67		34,144
Cardinal Health, Inc.		76		4,280
Centene Corp.*		160		13,030
Cigna Corp.		89		23,878
CVS Health Corp.		362		35,024
DaVita, Inc.*		17		1,657
HCA Healthcare, Inc.		66		13,887
Henry Schein, Inc.*		38		3,254
Humana, Inc.		35		15,898
Laboratory Corp. of America Holdings		26		6,415
McKesson Corp.		41		13,476
Molina Healthcare, Inc.*		16		4,644
Quest Diagnostics, Inc.		33		4,654
UnitedHealth Group, Inc.		259		128,666
Universal Health Services, Inc., Class B		20		2,492
				311,745
Health Care Technology - 0.1%
Cerner Corp.		81		7,683

See accompanying notes to the financial statements.

S&P 500^® Ex-Financials ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Hotels, Restaurants & Leisure - 2.2%
Booking Holdings, Inc.*		11		24,679
Caesars Entertainment, Inc.*		59		2,960
Carnival Corp.*		222		3,081
Chipotle Mexican Grill, Inc.*		8		11,220
Darden Restaurants, Inc.		35		4,375
Domino's Pizza, Inc.		10		3,632
Expedia Group, Inc.*		41		5,303
Hilton Worldwide Holdings, Inc.		77		10,846
Las Vegas Sands Corp.*		94		3,333
Marriott International, Inc., Class A		75		12,869
McDonald's Corp.		205		51,703
MGM Resorts International		103		3,602
Norwegian Cruise Line Holdings Ltd.*(a)		115		1,841
Penn National Gaming, Inc.*		46		1,470
Royal Caribbean Cruises Ltd.*		62		3,600
Starbucks Corp.		317		24,885
Wynn Resorts Ltd.*		29		1,917
Yum! Brands, Inc.		79		9,596
				180,912
Household Durables - 0.4%
DR Horton, Inc.		89		6,688
Garmin Ltd.		42		4,436
Lennar Corp., Class A		72		5,778
Mohawk Industries, Inc.*		15		2,122
Newell Brands, Inc.		104		2,230
NVR, Inc.*		1		4,450
PulteGroup, Inc.		68		3,078
Whirlpool Corp.		16		2,948
				31,730
Household Products - 1.7%
Church & Dwight Co., Inc.		66		5,944
Clorox Co. (The)		34		4,942
Colgate-Palmolive Co.		232		18,284
Kimberly-Clark Corp.		93		12,371
Procter & Gamble Co. (The)		659		97,453
				138,994
Independent Power and Renewable Electricity Producers - 0.1%
AES Corp. (The)		184		4,055
Industrial Conglomerates - 1.0%
3M Co.		158		23,588
General Electric Co.		303		23,722
Honeywell International, Inc.		188		36,400
				83,710
Interactive Media & Services - 6.0%
Alphabet, Inc., Class A*		83		188,845
Alphabet, Inc., Class C*		76		173,339
Match Group, Inc.*		79		6,224
Meta Platforms, Inc., Class A*		634		122,768
Twitter, Inc.*		220		8,712
				499,888
Internet & Direct Marketing Retail - 3.6%
Amazon.com, Inc.*		120		288,503
eBay, Inc.		173		8,420
Etsy, Inc.*		35		2,839
				299,762
IT Services - 5.1%
Accenture plc, Class A		175		52,230
Akamai Technologies, Inc.*		45		4,547
Automatic Data Processing, Inc.		115		25,638
Broadridge Financial Solutions, Inc.		32		4,679
Cognizant Technology Solutions Corp., Class A		144		10,757
DXC Technology Co.*		67		2,360
EPAM Systems, Inc.*		16		5,416
Fidelity National Information Services, Inc.		167		17,452
Fiserv, Inc.*		163		16,329
FleetCor Technologies, Inc.*		22		5,474
Gartner, Inc.*		23		6,035
Global Payments, Inc.		78		10,221
International Business Machines Corp.		246		34,155
Jack Henry & Associates, Inc.		20		3,762
Mastercard, Inc., Class A		237		84,815
Paychex, Inc.		88		10,897
PayPal Holdings, Inc.*		321		27,352
VeriSign, Inc.*		27		4,713
Visa, Inc., Class A		457		96,962
				423,794
Leisure Products - 0.0%(b)
Hasbro, Inc.		36		3,231
Life Sciences Tools & Services - 2.1%
Agilent Technologies, Inc.		83		10,587
Bio-Rad Laboratories, Inc., Class A*		6		3,227
Bio-Techne Corp.		11		4,067
Charles River Laboratories International, Inc.*		14		3,277
Danaher Corp.		176		46,432
Illumina, Inc.*		43		10,298
IQVIA Holdings, Inc.*		52		11,193
Mettler-Toledo International, Inc.*		6		7,717
PerkinElmer, Inc.		35		5,238
Thermo Fisher Scientific, Inc.		108		61,298
Waters Corp.*		17		5,575
West Pharmaceutical Services, Inc.		20		6,208
				175,117
Machinery - 1.9%
Caterpillar, Inc.		150		32,378
Cummins, Inc.		39		8,156
Deere & Co.		77		27,549
Dover Corp.		40		5,356
Fortive Corp.		98		6,053
IDEX Corp.		21		4,023
Illinois Tool Works, Inc.		78		16,229
Ingersoll Rand, Inc.		112		5,281
Nordson Corp.		15		3,268
Otis Worldwide Corp.		117		8,705
PACCAR, Inc.		95		8,250
Parker-Hannifin Corp.		35		9,526
Pentair plc		45		2,258
Snap-on, Inc.		15		3,328
Stanley Black & Decker, Inc.		45		5,341
Westinghouse Air Brake Technologies Corp.		52		4,912
Xylem, Inc.		50		4,212
				154,825
Media - 1.1%
Charter Communications, Inc., Class A*		33		16,729

See accompanying notes to the financial statements.

S&P 500^® Ex-Financials ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Comcast Corp., Class A		1,245		55,129
DISH Network Corp., Class A*(a)		69		1,575
Fox Corp., Class A		87		3,089
Fox Corp., Class B		40		1,308
Interpublic Group of Cos., Inc. (The)		108		3,481
News Corp., Class A		107		1,862
News Corp., Class B		33		580
Omnicom Group, Inc.		57		4,253
Paramount Global, Class B		168		5,767
				93,773
Metals & Mining - 0.5%
Freeport-McMoRan, Inc.		404		15,788
Newmont Corp.		219		14,859
Nucor Corp.		75		9,935
				40,582
Multiline Retail - 0.6%
Dollar General Corp.		64		14,102
Dollar Tree, Inc.*		62		9,940
Target Corp.		133		21,530
				45,572
Multi-Utilities - 1.1%
Ameren Corp.		71		6,758
CenterPoint Energy, Inc.		174		5,577
CMS Energy Corp.		80		5,683
Consolidated Edison, Inc.		97		9,628
Dominion Energy, Inc.		223		18,781
DTE Energy Co.		53		7,034
NiSource, Inc.		108		3,397
Public Service Enterprise Group, Inc.		139		9,527
Sempra Energy		88		14,420
WEC Energy Group, Inc.		87		9,141
				89,946
Oil, Gas & Consumable Fuels - 5.1%
APA Corp.		100		4,701
Chevron Corp.		530		92,570
ConocoPhillips		359		40,337
Coterra Energy, Inc.(a)		223		7,656
Devon Energy Corp.		173		12,958
Diamondback Energy, Inc.		47		7,145
EOG Resources, Inc.		161		22,051
Exxon Mobil Corp.		1,164		111,744
Hess Corp.		76		9,353
Kinder Morgan, Inc.		537		10,573
Marathon Oil Corp.		214		6,726
Marathon Petroleum Corp.		159		16,185
Occidental Petroleum Corp.		245		16,981
ONEOK, Inc.		122		8,034
Phillips 66		129		13,004
Pioneer Natural Resources Co.		62		17,232
Valero Energy Corp.		112		14,515
Williams Cos., Inc. (The)		334		12,378
				424,143
Personal Products - 0.2%
Estee Lauder Cos., Inc. (The), Class A		64		16,298
Pharmaceuticals - 5.1%
Bristol-Myers Squibb Co.		600		45,270
Catalent, Inc.*		49		5,050
Eli Lilly & Co.		218		68,330
Johnson & Johnson		724		129,980
Merck & Co., Inc.		695		63,961
Organon & Co.		70		2,657
Pfizer, Inc.		1,544		81,894
Viatris, Inc.		332		4,073
Zoetis, Inc.		131		22,392
				423,607
Professional Services - 0.3%
Equifax, Inc.		33		6,685
Jacobs Engineering Group, Inc.		35		4,903
Leidos Holdings, Inc.		39		4,076
Nielsen Holdings plc		99		2,530
Robert Half International, Inc.		30		2,705
Verisk Analytics, Inc.		44		7,696
				28,595
Road & Rail - 1.0%
CSX Corp.		609		19,360
JB Hunt Transport Services, Inc.		23		3,970
Norfolk Southern Corp.		66		15,818
Old Dominion Freight Line, Inc.		26		6,714
Union Pacific Corp.		176		38,681
				84,543
Semiconductors & Semiconductor Equipment - 6.6%
Advanced Micro Devices, Inc.*		451		45,939
Analog Devices, Inc.		145		24,418
Applied Materials, Inc.		244		28,619
Broadcom, Inc.		113		65,555
Enphase Energy, Inc.*		37		6,889
Intel Corp.		1,120		49,750
KLA Corp.		41		14,959
Lam Research Corp.		38		19,761
Microchip Technology, Inc.		153		11,115
Micron Technology, Inc.		309		22,817
Monolithic Power Systems, Inc.		12		5,405
NVIDIA Corp.		688		128,463
NXP Semiconductors NV		73		13,852
Qorvo, Inc.*		30		3,353
QUALCOMM, Inc.		310		44,398
Skyworks Solutions, Inc.		45		4,899
SolarEdge Technologies, Inc.*		14		3,819
Teradyne, Inc.		45		4,917
Texas Instruments, Inc.		254		44,897
				543,825
Software - 10.1%
Adobe, Inc.*		131		54,559
ANSYS, Inc.*		24		6,249
Autodesk, Inc.*		60		12,465
Cadence Design Systems, Inc.*		76		11,684
Ceridian HCM Holding, Inc.*		38		2,139
Citrix Systems, Inc.		34		3,424
Fortinet, Inc.*		37		10,883
Intuit, Inc.		78		32,328
Microsoft Corp.		2,063		560,868
NortonLifeLock, Inc.		161		3,919
Oracle Corp.		433		31,141
Paycom Software, Inc.*		13		3,696
PTC, Inc.*		29		3,379
Roper Technologies, Inc.		29		12,831
Salesforce, Inc.*		271		43,425
ServiceNow, Inc.*		55		25,711
Synopsys, Inc.*		42		13,406
Tyler Technologies, Inc.*		11		3,914
				836,021

See accompanying notes to the financial statements.

S&P 500^® Ex-Financials ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Specialty Retail - 2.5%
Advance Auto Parts, Inc.		17		3,228
AutoZone, Inc.*		6		12,358
Bath & Body Works, Inc.		71		2,912
Best Buy Co., Inc.		60		4,924
CarMax, Inc.*		44		4,368
Home Depot, Inc. (The)		287		86,889
Lowe's Cos., Inc.		186		36,326
O'Reilly Automotive, Inc.*		19		12,106
Ross Stores, Inc.		97		8,247
TJX Cos., Inc. (The)		328		20,851
Tractor Supply Co.		31		5,808
Ulta Beauty, Inc.*		15		6,346
				204,363
Technology Hardware, Storage & Peripherals - 8.0%
Apple, Inc.		4,264		634,654
Hewlett Packard Enterprise Co.		355		5,538
HP, Inc.		297		11,535
NetApp, Inc.		61		4,389
Seagate Technology Holdings plc		55		4,657
Western Digital Corp.*		86		5,219
				665,992
Textiles, Apparel & Luxury Goods - 0.6%
NIKE, Inc., Class B		352		41,835
PVH Corp.		19		1,347
Ralph Lauren Corp.		13		1,314
Tapestry, Inc.		73		2,519
Under Armour, Inc., Class A*		52		550
Under Armour, Inc., Class C*		60		582
VF Corp.		89		4,491
				52,638
Tobacco - 0.9%
Altria Group, Inc.		502		27,153
Philip Morris International, Inc.		427		45,369
				72,522
Trading Companies & Distributors - 0.2%
Fastenal Co.		159		8,516
United Rentals, Inc.*		20		5,963
WW Grainger, Inc.		12		5,845
				20,324
Water Utilities - 0.1%
American Water Works Co., Inc.		50		7,562
Wireless Telecommunication Services - 0.3%
T-Mobile US, Inc.*		161		21,460
TOTAL COMMON STOCKS (Cost $8,275,543)				8,264,304

Investments	Principal Amount ($)		Value ($)
SHORT-TERM INVESTMENTS - 0.0%(b)
REPURCHASE AGREEMENTS(c) - 0.0%(b)
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $3,100 (Cost $3,100)		3,100		3,100
Total Investments - 99.9% (Cost $8,278,643)				8,267,404
Other assets less liabilities - 0.1%				11,922
Net Assets - 100.0%				8,279,326

See accompanying notes to the financial statements.

S&P 500^® Ex-Financials ETF

Schedule of Portfolio Investments

May 31, 2022

*	Non-income producing security.
(a)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $10,608, collateralized in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% – 4.63%, and maturity dates ranging from June 30, 2022 – August 15, 2050. The total value of collateral is $11,288.
(b)	Represents less than 0.05% of net assets.
(c)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:
Aggregate gross unrealized appreciation	$	770,440
Aggregate gross unrealized depreciation		(790,637	)
Net unrealized depreciation	$	(20,197	)
Federal income tax cost	$	8,287,601

See accompanying notes to the financial statements.

S&P 500^® Ex-Health Care ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
COMMON STOCKS - 99.8%
Aerospace & Defense - 1.9%
Boeing Co. (The)*		71		9,329
General Dynamics Corp.		30		6,747
Howmet Aerospace, Inc.		49		1,753
Huntington Ingalls Industries, Inc.		5		1,052
L3Harris Technologies, Inc.		25		6,023
Lockheed Martin Corp.		31		13,643
Northrop Grumman Corp.		19		8,892
Raytheon Technologies Corp.		192		18,263
Textron, Inc.		29		1,893
TransDigm Group, Inc.*		7		4,238
				71,833
Air Freight & Logistics - 0.7%
CH Robinson Worldwide, Inc.		17		1,845
Expeditors International of Washington, Inc.		22		2,394
FedEx Corp.		31		6,962
United Parcel Service, Inc., Class B		94		17,132
				28,333
Airlines - 0.3%
Alaska Air Group, Inc.*		16		772
American Airlines Group, Inc.*		83		1,483
Delta Air Lines, Inc.*		82		3,419
Southwest Airlines Co.*		76		3,485
United Airlines Holdings, Inc.*		42		2,001
				11,160
Auto Components - 0.1%
Aptiv plc*		35		3,718
BorgWarner, Inc.		31		1,250
				4,968
Automobiles - 2.5%
Ford Motor Co.		508		6,949
General Motors Co.*		188		7,272
Tesla, Inc.*		108		81,892
				96,113
Banks - 4.6%
Bank of America Corp.		916		34,075
Citigroup, Inc.		257		13,726
Citizens Financial Group, Inc.		55		2,276
Comerica, Inc.		17		1,415
Fifth Third Bancorp		88		3,470
First Republic Bank		23		3,566
Huntington Bancshares, Inc.		185		2,568
JPMorgan Chase & Co.		382		50,512
KeyCorp		120		2,395
M&T Bank Corp.		23		4,139
PNC Financial Services Group, Inc. (The)		54		9,472
Regions Financial Corp.		121		2,673
Signature Bank		8		1,730
SVB Financial Group*		8		3,908
Truist Financial Corp.		173		8,605
US Bancorp		175		9,287
Wells Fargo & Co.		501		22,931
Zions Bancorp NA		21		1,198
				177,946
Beverages - 1.9%
Brown-Forman Corp., Class B		24		1,587
Coca-Cola Co. (The)		502		31,817
Constellation Brands, Inc., Class A		21		5,155
Molson Coors Beverage Co., Class B		24		1,340
Monster Beverage Corp.*		48		4,278
PepsiCo, Inc.		178		29,859
				74,036
Building Products - 0.5%
A O Smith Corp.		18		1,082
Allegion plc		12		1,340
Carrier Global Corp.		110		4,324
Fortune Brands Home & Security, Inc.		17		1,179
Johnson Controls International plc		90		4,906
Masco Corp.		31		1,757
Trane Technologies plc		30		4,142
				18,730
Capital Markets - 3.4%
Ameriprise Financial, Inc.		14		3,868
Bank of New York Mellon Corp. (The)		95		4,428
BlackRock, Inc.		18		12,043
Cboe Global Markets, Inc.		14		1,572
Charles Schwab Corp. (The)		194		13,599
CME Group, Inc.		46		9,146
FactSet Research Systems, Inc.		5		1,909
Franklin Resources, Inc.		36		975
Goldman Sachs Group, Inc. (The)		44		14,381
Intercontinental Exchange, Inc.		72		7,372
Invesco Ltd.		44		851
MarketAxess Holdings, Inc.		5		1,408
Moody's Corp.		21		6,333
Morgan Stanley		183		15,764
MSCI, Inc.		10		4,424
Nasdaq, Inc.		15		2,329
Northern Trust Corp.		27		3,017
Raymond James Financial, Inc.		24		2,364
S&P Global, Inc.		47		16,426
State Street Corp.		48		3,480
T. Rowe Price Group, Inc.		30		3,813
				129,502
Chemicals - 2.3%
Air Products and Chemicals, Inc.		29		7,139
Albemarle Corp.		15		3,906
Celanese Corp.		14		2,191
CF Industries Holdings, Inc.		28		2,766
Corteva, Inc.		94		5,886
Dow, Inc.		95		6,458
DuPont de Nemours, Inc.		67		4,546
Eastman Chemical Co.		17		1,873
Ecolab, Inc.		32		5,245
FMC Corp.		16		1,961
International Flavors & Fragrances, Inc.		33		4,362
Linde plc		66		21,429
LyondellBasell Industries NV, Class A		34		3,885
Mosaic Co. (The)		48		3,007
PPG Industries, Inc.		31		3,921
Sherwin-Williams Co. (The)		31		8,309
				86,884
Commercial Services & Supplies - 0.5%
Cintas Corp.		11		4,382
Copart, Inc.*		27		3,092
Republic Services, Inc.		27		3,614

See accompanying notes to the financial statements.

S&P 500^® Ex-Health Care ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Rollins, Inc.		29		1,028
Waste Management, Inc.		50		7,925
				20,041
Communications Equipment - 0.9%
Arista Networks, Inc.*		29		2,966
Cisco Systems, Inc.		544		24,507
F5, Inc.*		8		1,305
Juniper Networks, Inc.		42		1,289
Motorola Solutions, Inc.		22		4,834
				34,901
Construction & Engineering - 0.1%
Quanta Services, Inc.		18		2,142
Construction Materials - 0.1%
Martin Marietta Materials, Inc.		8		2,715
Vulcan Materials Co.		17		2,803
				5,518
Consumer Finance - 0.7%
American Express Co.		79		13,337
Capital One Financial Corp.		53		6,776
Discover Financial Services		37		4,199
Synchrony Financial		67		2,482
				26,794
Containers & Packaging - 0.4%
Amcor plc		195		2,555
Avery Dennison Corp.		11		1,898
Ball Corp.		43		3,048
International Paper Co.		50		2,422
Packaging Corp. of America		12		1,887
Sealed Air Corp.		20		1,244
WestRock Co.		34		1,649
				14,703
Distributors - 0.2%
Genuine Parts Co.		18		2,461
LKQ Corp.		35		1,799
Pool Corp.		5		1,993
				6,253
Diversified Financial Services - 1.9%
Berkshire Hathaway, Inc., Class B*		236		74,571
Diversified Telecommunication Services - 1.3%
AT&T, Inc.		921		19,608
Lumen Technologies, Inc.		119		1,457
Verizon Communications, Inc.		542		27,799
				48,864
Electric Utilities - 2.2%
Alliant Energy Corp.		32		2,042
American Electric Power Co., Inc.		65		6,632
Constellation Energy Corp.		42		2,607
Duke Energy Corp.		99		11,140
Edison International		49		3,426
Entergy Corp.		26		3,128
Evergy, Inc.		30		2,098
Eversource Energy		44		4,062
Exelon Corp.		126		6,193
FirstEnergy Corp.		73		3,136
NextEra Energy, Inc.		253		19,150
NRG Energy, Inc.		32		1,473
Pinnacle West Capital Corp.		15		1,165
PPL Corp.		97		2,927
Southern Co. (The)		136		10,290
Xcel Energy, Inc.		69		5,199
				84,668
Electrical Equipment - 0.6%
AMETEK, Inc.		30		3,644
Eaton Corp. plc		51		7,068
Emerson Electric Co.		77		6,827
Generac Holdings, Inc.*		8		1,977
Rockwell Automation, Inc.		15		3,198
				22,714
Electronic Equipment, Instruments & Components - 0.7%
Amphenol Corp., Class A		77		5,456
CDW Corp.		17		2,888
Corning, Inc.		96		3,439
IPG Photonics Corp.*		5		528
Keysight Technologies, Inc.*		24		3,494
TE Connectivity Ltd.		42		5,434
Teledyne Technologies, Inc.*		6		2,431
Trimble, Inc.*		33		2,246
Zebra Technologies Corp., Class A*		7		2,367
				28,283
Energy Equipment & Services - 0.4%
Baker Hughes Co.		117		4,209
Halliburton Co.		116		4,698
Schlumberger NV		181		8,319
				17,226
Entertainment - 1.5%
Activision Blizzard, Inc.		100		7,788
Electronic Arts, Inc.		36		4,991
Live Nation Entertainment, Inc.*		17		1,616
Netflix, Inc.*		57		11,254
Take-Two Interactive Software, Inc.*		20		2,491
Walt Disney Co. (The)*		234		25,843
Warner Bros Discovery, Inc.*		282		5,203
				59,186
Equity Real Estate Investment Trusts (REITs) - 3.1%
Alexandria Real Estate Equities, Inc.		19		3,153
American Tower Corp.		59		15,112
AvalonBay Communities, Inc.		18		3,743
Boston Properties, Inc.		18		2,001
Camden Property Trust		13		1,865
Crown Castle International Corp.		56		10,620
Digital Realty Trust, Inc.		37		5,165
Duke Realty Corp.		49		2,589
Equinix, Inc.		12		8,245
Equity Residential		45		3,457
Essex Property Trust, Inc.		8		2,271
Extra Space Storage, Inc.		17		3,029
Federal Realty Investment Trust		9		1,035
Healthpeak Properties, Inc.		69		2,049
Host Hotels & Resorts, Inc.		92		1,839
Iron Mountain, Inc.		37		1,994
Kimco Realty Corp.		79		1,868
Mid-America Apartment Communities, Inc.		15		2,715
Prologis, Inc.		95		12,111
Public Storage		20		6,613
Realty Income Corp.		73		4,980
Regency Centers Corp.		21		1,433
SBA Communications Corp.		14		4,713
Simon Property Group, Inc.		42		4,815
UDR, Inc.		39		1,864
Ventas, Inc.		51		2,894

See accompanying notes to the financial statements.

S&P 500^® Ex-Health Care ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Vornado Realty Trust		20		699
Welltower, Inc.		56		4,989
Weyerhaeuser Co.		96		3,794
				121,655
Food & Staples Retailing - 1.7%
Costco Wholesale Corp.		57		26,575
Kroger Co. (The)		86		4,555
Sysco Corp.		66		5,556
Walgreens Boots Alliance, Inc.		92		4,032
Walmart, Inc.		182		23,411
				64,129
Food Products - 1.2%
Archer-Daniels-Midland Co.		73		6,630
Campbell Soup Co.		26		1,246
Conagra Brands, Inc.		62		2,039
General Mills, Inc.		78		5,448
Hershey Co. (The)		19		4,023
Hormel Foods Corp.		36		1,752
J M Smucker Co. (The)		14		1,755
Kellogg Co.		33		2,301
Kraft Heinz Co. (The)		91		3,443
Lamb Weston Holdings, Inc.		19		1,284
McCormick & Co., Inc. (Non-Voting)		32		2,967
Mondelez International, Inc., Class A		179		11,377
Tyson Foods, Inc., Class A		38		3,405
				47,670
Gas Utilities - 0.1%
Atmos Energy Corp.		17		1,977
Hotels, Restaurants & Leisure - 2.2%
Booking Holdings, Inc.*		5		11,218
Caesars Entertainment, Inc.*		29		1,455
Carnival Corp.*		104		1,444
Chipotle Mexican Grill, Inc.*		4		5,610
Darden Restaurants, Inc.		16		2,000
Domino's Pizza, Inc.		5		1,816
Expedia Group, Inc.*		19		2,457
Hilton Worldwide Holdings, Inc.		36		5,071
Las Vegas Sands Corp.*		44		1,560
Marriott International, Inc., Class A		35		6,005
McDonald's Corp.		96		24,212
MGM Resorts International		49		1,714
Norwegian Cruise Line Holdings Ltd.*(a)		54		865
Penn National Gaming, Inc.*		21		671
Royal Caribbean Cruises Ltd.*		30		1,742
Starbucks Corp.		148		11,618
Wynn Resorts Ltd.*		15		991
Yum! Brands, Inc.		37		4,494
				84,943
Household Durables - 0.3%
DR Horton, Inc.		43		3,231
Garmin Ltd.		20		2,112
Lennar Corp., Class A		34		2,729
Mohawk Industries, Inc.*		7		990
Newell Brands, Inc.		49		1,051
PulteGroup, Inc.		32		1,448
Whirlpool Corp.		8		1,474
				13,035
Household Products - 1.7%
Church & Dwight Co., Inc.		31		2,792
Clorox Co. (The)		16		2,326
Colgate-Palmolive Co.		109		8,590
Kimberly-Clark Corp.		43		5,720
Procter & Gamble Co. (The)		309		45,695
				65,123
Independent Power and Renewable Electricity Producers - 0.1%
AES Corp. (The)		86		1,895
Industrial Conglomerates - 1.0%
3M Co.		74		11,047
General Electric Co.		142		11,117
Honeywell International, Inc.		88		17,039
				39,203
Insurance - 2.5%
Aflac, Inc.		77		4,664
Allstate Corp. (The)		36		4,921
American International Group, Inc.		107		6,279
Aon plc, Class A		28		7,719
Arthur J Gallagher & Co.		27		4,372
Assurant, Inc.		7		1,237
Brown & Brown, Inc.		31		1,840
Chubb Ltd.		55		11,621
Cincinnati Financial Corp.		19		2,429
Everest Re Group Ltd.		5		1,413
Globe Life, Inc.		12		1,171
Hartford Financial Services Group, Inc. (The)		44		3,190
Lincoln National Corp.		21		1,217
Loews Corp.		25		1,637
Marsh & McLennan Cos., Inc.		65		10,397
MetLife, Inc.		90		6,065
Principal Financial Group, Inc.		32		2,334
Progressive Corp. (The)		75		8,953
Prudential Financial, Inc.		49		5,206
Travelers Cos., Inc. (The)		31		5,550
W R Berkley Corp.		28		1,992
Willis Towers Watson plc		16		3,377
				97,584
Interactive Media & Services - 6.1%
Alphabet, Inc., Class A*		39		88,734
Alphabet, Inc., Class C*		36		82,108
Match Group, Inc.*		37		2,915
Meta Platforms, Inc., Class A*		297		57,511
Twitter, Inc.*		103		4,079
				235,347
Internet & Direct Marketing Retail - 3.6%
Amazon.com, Inc.*		56		134,635
eBay, Inc.		81		3,942
Etsy, Inc.*		16		1,298
				139,875
IT Services - 5.1%
Accenture plc, Class A		81		24,175
Akamai Technologies, Inc.*		21		2,122
Automatic Data Processing, Inc.		54		12,039
Broadridge Financial Solutions, Inc.		15		2,193
Cognizant Technology Solutions Corp., Class A		69		5,154
DXC Technology Co.*		31		1,092
EPAM Systems, Inc.*		7		2,370
Fidelity National Information Services, Inc.		79		8,255
Fiserv, Inc.*		78		7,814

See accompanying notes to the financial statements.

S&P 500^® Ex-Health Care ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
FleetCor Technologies, Inc.*		10		2,488
Gartner, Inc.*		11		2,886
Global Payments, Inc.		37		4,848
International Business Machines Corp.		115		15,967
Jack Henry & Associates, Inc.		9		1,693
Mastercard, Inc., Class A		111		39,724
Paychex, Inc.		41		5,077
PayPal Holdings, Inc.*		151		12,867
VeriSign, Inc.*		12		2,095
Visa, Inc., Class A		214		45,404
				198,263
Leisure Products - 0.0%(b)
Hasbro, Inc.		17		1,526
Machinery - 1.9%
Caterpillar, Inc.		70		15,110
Cummins, Inc.		18		3,764
Deere & Co.		36		12,880
Dover Corp.		19		2,544
Fortive Corp.		46		2,841
IDEX Corp.		10		1,916
Illinois Tool Works, Inc.		37		7,699
Ingersoll Rand, Inc.		52		2,452
Nordson Corp.		7		1,525
Otis Worldwide Corp.		56		4,166
PACCAR, Inc.		45		3,908
Parker-Hannifin Corp.		17		4,627
Pentair plc		21		1,054
Snap-on, Inc.		7		1,553
Stanley Black & Decker, Inc.		21		2,492
Westinghouse Air Brake Technologies Corp.		24		2,267
Xylem, Inc.		23		1,938
				72,736
Media - 1.1%
Charter Communications, Inc., Class A*		15		7,604
Comcast Corp., Class A		584		25,859
DISH Network Corp., Class A*(a)		32		731
Fox Corp., Class A		41		1,456
Fox Corp., Class B		19		621
Interpublic Group of Cos., Inc. (The)		51		1,644
News Corp., Class A		50		870
News Corp., Class B		17		299
Omnicom Group, Inc.		27		2,014
Paramount Global, Class B		78		2,678
				43,776
Metals & Mining - 0.5%
Freeport-McMoRan, Inc.		190		7,425
Newmont Corp.		103		6,989
Nucor Corp.		35		4,636
				19,050
Multiline Retail - 0.6%
Dollar General Corp.		30		6,610
Dollar Tree, Inc.*		29		4,650
Target Corp.		62		10,036
				21,296
Multi-Utilities - 1.1%
Ameren Corp.		33		3,141
CenterPoint Energy, Inc.		81		2,596
CMS Energy Corp.		37		2,629
Consolidated Edison, Inc.		46		4,566
Dominion Energy, Inc.		104		8,759
DTE Energy Co.		25		3,318
NiSource, Inc.		51		1,604
Public Service Enterprise Group, Inc.		65		4,455
Sempra Energy		41		6,718
WEC Energy Group, Inc.		41		4,308
				42,094
Oil, Gas & Consumable Fuels - 5.1%
APA Corp.		47		2,209
Chevron Corp.		248		43,316
ConocoPhillips		168		18,877
Coterra Energy, Inc.(a)		105		3,605
Devon Energy Corp.		81		6,067
Diamondback Energy, Inc.		22		3,344
EOG Resources, Inc.		75		10,272
Exxon Mobil Corp.		545		52,320
Hess Corp.		36		4,431
Kinder Morgan, Inc.		251		4,942
Marathon Oil Corp.		100		3,143
Marathon Petroleum Corp.		76		7,736
Occidental Petroleum Corp.		114		7,901
ONEOK, Inc.		57		3,753
Phillips 66		60		6,049
Pioneer Natural Resources Co.		29		8,060
Valero Energy Corp.		53		6,869
Williams Cos., Inc. (The)		157		5,818
				198,712
Personal Products - 0.2%
Estee Lauder Cos., Inc. (The), Class A		30		7,640
Professional Services - 0.4%
Equifax, Inc.		16		3,241
Jacobs Engineering Group, Inc.		17		2,382
Leidos Holdings, Inc.		18		1,881
Nielsen Holdings plc		46		1,176
Robert Half International, Inc.		14		1,262
Verisk Analytics, Inc.		21		3,673
				13,615
Real Estate Management & Development - 0.1%
CBRE Group, Inc., Class A*		43		3,562
Road & Rail - 1.0%
CSX Corp.		286		9,092
JB Hunt Transport Services, Inc.		11		1,898
Norfolk Southern Corp.		31		7,430
Old Dominion Freight Line, Inc.		12		3,099
Union Pacific Corp.		82		18,022
				39,541
Semiconductors & Semiconductor Equipment - 6.6%
Advanced Micro Devices, Inc.*		211		21,492
Analog Devices, Inc.		68		11,451
Applied Materials, Inc.		115		13,488
Broadcom, Inc.		53		30,747
Enphase Energy, Inc.*		17		3,165
Intel Corp.		525		23,321
KLA Corp.		19		6,932
Lam Research Corp.		18		9,361
Microchip Technology, Inc.		72		5,231
Micron Technology, Inc.		144		10,633
Monolithic Power Systems, Inc.		6		2,702

See accompanying notes to the financial statements.

S&P 500^® Ex-Health Care ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
NVIDIA Corp.		322		60,124
NXP Semiconductors NV		34		6,452
Qorvo, Inc.*		14		1,565
QUALCOMM, Inc.		146		20,910
Skyworks Solutions, Inc.		21		2,286
SolarEdge Technologies, Inc.*		7		1,910
Teradyne, Inc.		21		2,294
Texas Instruments, Inc.		119		21,034
				255,098
Software - 10.1%
Adobe, Inc.*		61		25,405
ANSYS, Inc.*		11		2,864
Autodesk, Inc.*		28		5,817
Cadence Design Systems, Inc.*		36		5,534
Ceridian HCM Holding, Inc.*		19		1,070
Citrix Systems, Inc.		16		1,611
Fortinet, Inc.*		17		5,000
Intuit, Inc.		36		14,921
Microsoft Corp.		967		262,898
NortonLifeLock, Inc.		75		1,826
Oracle Corp.		203		14,600
Paycom Software, Inc.*		6		1,706
PTC, Inc.*		14		1,631
Roper Technologies, Inc.		14		6,194
Salesforce, Inc.*		128		20,511
ServiceNow, Inc.*		26		12,154
Synopsys, Inc.*		20		6,384
Tyler Technologies, Inc.*		5		1,779
				391,905
Specialty Retail - 2.5%
Advance Auto Parts, Inc.		8		1,519
AutoZone, Inc.*		3		6,179
Bath & Body Works, Inc.		33		1,354
Best Buy Co., Inc.		28		2,298
CarMax, Inc.*		21		2,085
Home Depot, Inc. (The)		135		40,871
Lowe's Cos., Inc.		87		16,991
O'Reilly Automotive, Inc.*		9		5,734
Ross Stores, Inc.		46		3,911
TJX Cos., Inc. (The)		154		9,790
Tractor Supply Co.		15		2,810
Ulta Beauty, Inc.*		7		2,962
				96,504
Technology Hardware, Storage & Peripherals - 8.1%
Apple, Inc.		1,998		297,382
Hewlett Packard Enterprise Co.		168		2,621
HP, Inc.		140		5,438
NetApp, Inc.		30		2,158
Seagate Technology Holdings plc		26		2,201
Western Digital Corp.*		40		2,428
				312,228
Textiles, Apparel & Luxury Goods - 0.6%
NIKE, Inc., Class B		165		19,610
PVH Corp.		10		709
Ralph Lauren Corp.		6		607
Tapestry, Inc.		34		1,173
Under Armour, Inc., Class A*		25		264
Under Armour, Inc., Class C*		28		272
VF Corp.		42		2,119
				24,754
Tobacco - 0.9%
Altria Group, Inc.		236		12,765
Philip Morris International, Inc.		200		21,250
				34,015
Trading Companies & Distributors - 0.2%
Fastenal Co.		74		3,964
United Rentals, Inc.*		9		2,684
WW Grainger, Inc.		6		2,922
				9,570
Water Utilities - 0.1%
American Water Works Co., Inc.		23		3,479
Wireless Telecommunication Services - 0.3%
T-Mobile US, Inc.*		76		10,130
TOTAL COMMON STOCKS (Cost $3,902,592)				3,857,299
SECURITIES LENDING REINVESTMENTS(c) - 0.0%(b)
INVESTMENT COMPANIES - 0.0%(b)
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $117)		117		117

Investments	Principal Amount ($)		Value ($)
SHORT-TERM INVESTMENTS - 0.1%
REPURCHASE AGREEMENTS(d) - 0.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $2,274 (Cost $2,273)		2,273		2,273
Total Investments - 99.9% (Cost $3,904,982)				3,859,689
Other assets less liabilities - 0.1%				5,148
Net Assets - 100.0%				3,864,837

See accompanying notes to the financial statements.

S&P 500^® Ex-Health Care ETF

Schedule of Portfolio Investments

May 31, 2022

*	Non-income producing security.
(a)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $5,127, collateralized in the form of cash with a value of $117 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $5,333 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% – 4.63%, and maturity dates ranging from June 30, 2022 – August 15, 2050. The total value of collateral is $5,450.
(b)	Represents less than 0.05% of net assets.
(c)	The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $117.
(d)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:
Aggregate gross unrealized appreciation	$	330,428
Aggregate gross unrealized depreciation		(391,587	)
Net unrealized depreciation	$	(61,159	)
Federal income tax cost	$	3,920,848

See accompanying notes to the financial statements.

S&P 500^® Ex-Technology ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
COMMON STOCKS - 99.8%
Aerospace & Defense - 2.2%
Boeing Co. (The)*		200		26,280
General Dynamics Corp.		84		18,892
Howmet Aerospace, Inc.		139		4,972
Huntington Ingalls Industries, Inc.		15		3,157
L3Harris Technologies, Inc.		72		17,345
Lockheed Martin Corp.		89		39,170
Northrop Grumman Corp.		54		25,270
Raytheon Technologies Corp.		547		52,031
Textron, Inc.		82		5,354
TransDigm Group, Inc.*		19		11,502
				203,973
Air Freight & Logistics - 0.9%
CH Robinson Worldwide, Inc.		48		5,208
Expeditors International of Washington, Inc.		62		6,748
FedEx Corp.		89		19,988
United Parcel Service, Inc., Class B		267		48,661
				80,605
Airlines - 0.3%
Alaska Air Group, Inc.*		47		2,268
American Airlines Group, Inc.*		239		4,271
Delta Air Lines, Inc.*		235		9,797
Southwest Airlines Co.*		218		9,998
United Airlines Holdings, Inc.*		119		5,668
				32,002
Auto Components - 0.2%
Aptiv plc*		100		10,624
BorgWarner, Inc.		89		3,588
				14,212
Automobiles - 2.9%
Ford Motor Co.		1,441		19,713
General Motors Co.*		533		20,616
Tesla, Inc.*		306		232,028
				272,357
Banks - 5.4%
Bank of America Corp.		2,603		96,832
Citigroup, Inc.		727		38,829
Citizens Financial Group, Inc.		157		6,497
Comerica, Inc.		49		4,077
Fifth Third Bancorp		251		9,897
First Republic Bank		66		10,232
Huntington Bancshares, Inc.		528		7,329
JPMorgan Chase & Co.		1,082		143,073
KeyCorp		341		6,806
M&T Bank Corp.		65		11,698
PNC Financial Services Group, Inc. (The)		154		27,013
Regions Financial Corp.		346		7,643
Signature Bank		23		4,974
SVB Financial Group*		21		10,260
Truist Financial Corp.		489		24,323
US Bancorp		494		26,217
Wells Fargo & Co.		1,424		65,176
Zions Bancorp NA		56		3,194
				504,070
Beverages - 2.3%
Brown-Forman Corp., Class B		67		4,430
Coca-Cola Co. (The)		1,423		90,190
Constellation Brands, Inc., Class A		60		14,728
Molson Coors Beverage Co., Class B		70		3,909
Monster Beverage Corp.*		137		12,209
PepsiCo, Inc.		507		85,049
				210,515
Biotechnology - 2.8%
AbbVie, Inc.		647		95,348
Amgen, Inc.		206		52,889
Biogen, Inc.*		54		10,800
Gilead Sciences, Inc.		460		29,831
Incyte Corp.*		69		5,236
Moderna, Inc.*		128		18,602
Regeneron Pharmaceuticals, Inc.*		39		25,925
Vertex Pharmaceuticals, Inc.*		93		24,985
				263,616
Building Products - 0.6%
A O Smith Corp.		49		2,946
Allegion plc		33		3,684
Carrier Global Corp.		314		12,343
Fortune Brands Home & Security, Inc.		50		3,468
Johnson Controls International plc		258		14,064
Masco Corp.		89		5,045
Trane Technologies plc		85		11,735
				53,285
Capital Markets - 3.9%
Ameriprise Financial, Inc.		41		11,327
Bank of New York Mellon Corp. (The)		272		12,678
BlackRock, Inc.		52		34,792
Cboe Global Markets, Inc.		39		4,380
Charles Schwab Corp. (The)		551		38,625
CME Group, Inc.		130		25,848
FactSet Research Systems, Inc.		14		5,345
Franklin Resources, Inc.		104		2,816
Goldman Sachs Group, Inc. (The)		124		40,529
Intercontinental Exchange, Inc.		206		21,092
Invesco Ltd.		126		2,437
MarketAxess Holdings, Inc.		14		3,944
Moody's Corp.		59		17,793
Morgan Stanley		520		44,793
MSCI, Inc.		30		13,271
Nasdaq, Inc.		43		6,676
Northern Trust Corp.		76		8,493
Raymond James Financial, Inc.		68		6,697
S&P Global, Inc.		130		45,432
State Street Corp.		135		9,786
T. Rowe Price Group, Inc.		84		10,676
				367,430
Chemicals - 2.6%
Air Products and Chemicals, Inc.		81		19,939
Albemarle Corp.		43		11,198
Celanese Corp.		40		6,261
CF Industries Holdings, Inc.		78		7,704
Corteva, Inc.		267		16,719
Dow, Inc.		269		18,287
DuPont de Nemours, Inc.		189		12,824
Eastman Chemical Co.		47		5,177
Ecolab, Inc.		91		14,916
FMC Corp.		46		5,639
International Flavors & Fragrances, Inc.		93		12,292
Linde plc		187		60,715

See accompanying notes to the financial statements.

S&P 500^® Ex-Technology ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
LyondellBasell Industries NV, Class A		95		10,854
Mosaic Co. (The)		136		8,520
PPG Industries, Inc.		87		11,005
Sherwin-Williams Co. (The)		88		23,587
				245,637
Commercial Services & Supplies - 0.6%
Cintas Corp.		32		12,747
Copart, Inc.*		78		8,933
Republic Services, Inc.		76		10,172
Rollins, Inc.		84		2,979
Waste Management, Inc.		140		22,191
				57,022
Construction & Engineering - 0.1%
Quanta Services, Inc.		52		6,188
Construction Materials - 0.2%
Martin Marietta Materials, Inc.		23		7,806
Vulcan Materials Co.		49		8,078
				15,884
Consumer Finance - 0.8%
American Express Co.		225		37,984
Capital One Financial Corp.		151		19,307
Discover Financial Services		104		11,803
Synchrony Financial		192		7,112
				76,206
Containers & Packaging - 0.4%
Amcor plc		556		7,284
Avery Dennison Corp.		30		5,177
Ball Corp.		118		8,365
International Paper Co.		142		6,880
Packaging Corp. of America		35		5,505
Sealed Air Corp.		55		3,420
WestRock Co.		97		4,703
				41,334
Distributors - 0.2%
Genuine Parts Co.		52		7,110
LKQ Corp.		99		5,088
Pool Corp.		15		5,979
				18,177
Diversified Financial Services - 2.3%
Berkshire Hathaway, Inc., Class B*		670		211,707
Diversified Telecommunication Services - 1.5%
AT&T, Inc.		2,615		55,673
Lumen Technologies, Inc.		337		4,125
Verizon Communications, Inc.		1,537		78,833
				138,631
Electric Utilities - 2.6%
Alliant Energy Corp.		93		5,935
American Electric Power Co., Inc.		184		18,773
Constellation Energy Corp.		120		7,450
Duke Energy Corp.		281		31,618
Edison International		140		9,787
Entergy Corp.		74		8,904
Evergy, Inc.		84		5,875
Eversource Energy		126		11,632
Exelon Corp.		359		17,645
FirstEnergy Corp.		210		9,021
NextEra Energy, Inc.		719		54,421
NRG Energy, Inc.		91		4,190
Pinnacle West Capital Corp.		41		3,184
PPL Corp.		276		8,330
Southern Co. (The)		389		29,432
Xcel Energy, Inc.		198		14,917
				241,114
Electrical Equipment - 0.7%
AMETEK, Inc.		85		10,325
Eaton Corp. plc		145		20,097
Emerson Electric Co.		217		19,239
Generac Holdings, Inc.*		23		5,683
Rockwell Automation, Inc.		43		9,168
				64,512
Energy Equipment & Services - 0.5%
Baker Hughes Co.		332		11,945
Halliburton Co.		330		13,365
Schlumberger NV		515		23,670
				48,980
Entertainment - 1.8%
Activision Blizzard, Inc.		286		22,274
Electronic Arts, Inc.		103		14,281
Live Nation Entertainment, Inc.*		49		4,657
Netflix, Inc.*		162		31,985
Take-Two Interactive Software, Inc.*		58		7,223
Walt Disney Co. (The)*		666		73,553
Warner Bros Discovery, Inc.*		806		14,871
				168,844
Equity Real Estate Investment Trusts (REITs) - 3.7%
Alexandria Real Estate Equities, Inc.		53		8,795
American Tower Corp.		167		42,774
AvalonBay Communities, Inc.		51		10,606
Boston Properties, Inc.		52		5,781
Camden Property Trust		37		5,309
Crown Castle International Corp.		158		29,965
Digital Realty Trust, Inc.		104		14,517
Duke Realty Corp.		140		7,396
Equinix, Inc.		33		22,674
Equity Residential		125		9,604
Essex Property Trust, Inc.		24		6,812
Extra Space Storage, Inc.		49		8,732
Federal Realty Investment Trust		26		2,989
Healthpeak Properties, Inc.		198		5,879
Host Hotels & Resorts, Inc.		262		5,237
Iron Mountain, Inc.		107		5,767
Kimco Realty Corp.		227		5,369
Mid-America Apartment Communities, Inc.		42		7,602
Prologis, Inc.		271		34,547
Public Storage		56		18,516
Realty Income Corp.		208		14,190
Regency Centers Corp.		56		3,820
SBA Communications Corp.		40		13,464
Simon Property Group, Inc.		120		13,758
UDR, Inc.		110		5,258
Ventas, Inc.		147		8,341
Vornado Realty Trust		59		2,063
Welltower, Inc.		159		14,165
Weyerhaeuser Co.		274		10,829
				344,759
Food & Staples Retailing - 2.0%
Costco Wholesale Corp.		162		75,528
Kroger Co. (The)		245		12,978
Sysco Corp.		186		15,657
Walgreens Boots Alliance, Inc.		263		11,527

See accompanying notes to the financial statements.

S&P 500^® Ex-Technology ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Walmart, Inc.		518		66,630
				182,320
Food Products - 1.4%
Archer-Daniels-Midland Co.		205		18,618
Campbell Soup Co.		75		3,593
Conagra Brands, Inc.		177		5,821
General Mills, Inc.		222		15,507
Hershey Co. (The)		53		11,221
Hormel Foods Corp.		104		5,062
J M Smucker Co. (The)		40		5,015
Kellogg Co.		94		6,556
Kraft Heinz Co. (The)		261		9,874
Lamb Weston Holdings, Inc.		54		3,649
McCormick & Co., Inc. (Non-Voting)		90		8,345
Mondelez International, Inc., Class A		508		32,288
Tyson Foods, Inc., Class A		107		9,588
				135,137
Gas Utilities - 0.1%
Atmos Energy Corp.		50		5,815
Health Care Equipment & Supplies - 3.8%
Abbott Laboratories		647		75,997
ABIOMED, Inc.*		17		4,483
Align Technology, Inc.*		27		7,496
Baxter International, Inc.		184		13,993
Becton Dickinson and Co.		104		26,603
Boston Scientific Corp.*		523		21,448
Cooper Cos., Inc. (The)		18		6,313
DENTSPLY SIRONA, Inc.		81		3,204
Dexcom, Inc.*		35		10,428
Edwards Lifesciences Corp.*		228		22,994
Hologic, Inc.*		91		6,850
IDEXX Laboratories, Inc.*		31		12,140
Intuitive Surgical, Inc.*		130		29,593
Medtronic plc		493		49,374
ResMed, Inc.		53		10,783
STERIS plc		37		8,444
Stryker Corp.		123		28,844
Teleflex, Inc.		17		4,892
Zimmer Biomet Holdings, Inc.		76		9,136
				353,015
Health Care Providers & Services - 4.4%
AmerisourceBergen Corp.		55		8,513
Anthem, Inc.		89		45,355
Cardinal Health, Inc.		102		5,745
Centene Corp.*		213		17,347
Cigna Corp.		118		31,658
CVS Health Corp.		481		46,537
DaVita, Inc.*		23		2,242
HCA Healthcare, Inc.		88		18,515
Henry Schein, Inc.*		51		4,368
Humana, Inc.		47		21,349
Laboratory Corp. of America Holdings		34		8,389
McKesson Corp.		55		18,078
Molina Healthcare, Inc.*		21		6,095
Quest Diagnostics, Inc.		44		6,205
UnitedHealth Group, Inc.		344		170,892
Universal Health Services, Inc., Class B		27		3,364
				414,652
Health Care Technology - 0.1%
Cerner Corp.		108		10,244
Hotels, Restaurants & Leisure - 2.6%
Booking Holdings, Inc.*		15		33,653
Caesars Entertainment, Inc.*		79		3,963
Carnival Corp.*		297		4,122
Chipotle Mexican Grill, Inc.*		10		14,026
Darden Restaurants, Inc.		47		5,875
Domino's Pizza, Inc.		13		4,721
Expedia Group, Inc.*		55		7,113
Hilton Worldwide Holdings, Inc.		102		14,368
Las Vegas Sands Corp.*		126		4,468
Marriott International, Inc., Class A		100		17,158
McDonald's Corp.		273		68,853
MGM Resorts International		138		4,826
Norwegian Cruise Line Holdings Ltd.*(a)		154		2,466
Penn National Gaming, Inc.*		62		1,982
Royal Caribbean Cruises Ltd.*		83		4,820
Starbucks Corp.		422		33,127
Wynn Resorts Ltd.*		40		2,644
Yum! Brands, Inc.		105		12,754
				240,939
Household Durables - 0.4%
DR Horton, Inc.		119		8,943
Garmin Ltd.		56		5,915
Lennar Corp., Class A		96		7,704
Mohawk Industries, Inc.*		20		2,829
Newell Brands, Inc.		138		2,959
NVR, Inc.*		1		4,450
PulteGroup, Inc.		92		4,164
Whirlpool Corp.		22		4,053
				41,017
Household Products - 2.0%
Church & Dwight Co., Inc.		88		7,925
Clorox Co. (The)		45		6,541
Colgate-Palmolive Co.		308		24,274
Kimberly-Clark Corp.		122		16,228
Procter & Gamble Co. (The)		878		129,839
				184,807
Independent Power and Renewable Electricity Producers - 0.1%
AES Corp. (The)		245		5,400
Industrial Conglomerates - 1.2%
3M Co.		209		31,201
General Electric Co.		403		31,551
Honeywell International, Inc.		251		48,599
				111,351
Insurance - 3.0%
Aflac, Inc.		220		13,325
Allstate Corp. (The)		103		14,079
American International Group, Inc.		305		17,897
Aon plc, Class A		79		21,778
Arthur J Gallagher & Co.		76		12,307
Assurant, Inc.		21		3,711
Brown & Brown, Inc.		87		5,165
Chubb Ltd.		158		33,384
Cincinnati Financial Corp.		55		7,032
Everest Re Group Ltd.		14		3,955
Globe Life, Inc.		34		3,317
Hartford Financial Services Group, Inc. (The)		123		8,919

See accompanying notes to the financial statements.

S&P 500^® Ex-Technology ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Lincoln National Corp.		62		3,592
Loews Corp.		73		4,781
Marsh & McLennan Cos., Inc.		185		29,591
MetLife, Inc.		257		17,319
Principal Financial Group, Inc.		89		6,491
Progressive Corp. (The)		214		25,547
Prudential Financial, Inc.		138		14,663
Travelers Cos., Inc. (The)		88		15,756
W R Berkley Corp.		77		5,477
Willis Towers Watson plc		45		9,498
				277,584
Interactive Media & Services - 7.1%
Alphabet, Inc., Class A*		110		250,276
Alphabet, Inc., Class C*		102		232,640
Match Group, Inc.*		104		8,193
Meta Platforms, Inc., Class A*		846		163,820
Twitter, Inc.*		294		11,642
				666,571
Internet & Direct Marketing Retail - 4.3%
Amazon.com, Inc.*		160		384,670
eBay, Inc.		230		11,194
Etsy, Inc.*		46		3,732
				399,596
Leisure Products - 0.0%(b)
Hasbro, Inc.		47		4,218
Life Sciences Tools & Services - 2.5%
Agilent Technologies, Inc.		110		14,032
Bio-Rad Laboratories, Inc., Class A*		8		4,302
Bio-Techne Corp.		14		5,176
Charles River Laboratories International, Inc.*		18		4,213
Danaher Corp.		233		61,470
Illumina, Inc.*		57		13,650
IQVIA Holdings, Inc.*		70		15,068
Mettler-Toledo International, Inc.*		8		10,289
PerkinElmer, Inc.		46		6,885
Thermo Fisher Scientific, Inc.		143		81,163
Waters Corp.*		22		7,215
West Pharmaceutical Services, Inc.		27		8,380
				231,843
Machinery - 2.2%
Caterpillar, Inc.		198		42,738
Cummins, Inc.		52		10,874
Deere & Co.		103		36,851
Dover Corp.		53		7,097
Fortive Corp.		132		8,154
IDEX Corp.		28		5,363
Illinois Tool Works, Inc.		104		21,639
Ingersoll Rand, Inc.		150		7,073
Nordson Corp.		20		4,358
Otis Worldwide Corp.		155		11,532
PACCAR, Inc.		127		11,029
Parker-Hannifin Corp.		47		12,792
Pentair plc		62		3,111
Snap-on, Inc.		20		4,438
Stanley Black & Decker, Inc.		60		7,121
Westinghouse Air Brake Technologies Corp.		68		6,423
Xylem, Inc.		65		5,476
				206,069
Media - 1.3%
Charter Communications, Inc., Class A*		44		22,305
Comcast Corp., Class A		1,657		73,372
DISH Network Corp., Class A*(a)		92		2,100
Fox Corp., Class A		117		4,155
Fox Corp., Class B		54		1,766
Interpublic Group of Cos., Inc. (The)		144		4,641
News Corp., Class A		143		2,488
News Corp., Class B		44		774
Omnicom Group, Inc.		76		5,670
Paramount Global, Class B		223		7,656
				124,927
Metals & Mining - 0.6%
Freeport-McMoRan, Inc.		539		21,064
Newmont Corp.		292		19,812
Nucor Corp.		99		13,114
				53,990
Multiline Retail - 0.6%
Dollar General Corp.		85		18,729
Dollar Tree, Inc.*		82		13,147
Target Corp.		175		28,329
				60,205
Multi-Utilities - 1.3%
Ameren Corp.		94		8,948
CenterPoint Energy, Inc.		231		7,404
CMS Energy Corp.		106		7,530
Consolidated Edison, Inc.		129		12,805
Dominion Energy, Inc.		296		24,929
DTE Energy Co.		71		9,422
NiSource, Inc.		144		4,529
Public Service Enterprise Group, Inc.		186		12,748
Sempra Energy		117		19,172
WEC Energy Group, Inc.		115		12,083
				119,570
Oil, Gas & Consumable Fuels - 6.0%
APA Corp.		133		6,252
Chevron Corp.		705		123,135
ConocoPhillips		477		53,596
Coterra Energy, Inc.		299		10,265
Devon Energy Corp.		230		17,227
Diamondback Energy, Inc.		62		9,425
EOG Resources, Inc.		214		29,309
Exxon Mobil Corp.		1,549		148,704
Hess Corp.		100		12,307
Kinder Morgan, Inc.		714		14,059
Marathon Oil Corp.		286		8,989
Marathon Petroleum Corp.		212		21,580
Occidental Petroleum Corp.		326		22,595
ONEOK, Inc.		164		10,799
Phillips 66		171		17,239
Pioneer Natural Resources Co.		83		23,069
Valero Energy Corp.		150		19,440
Williams Cos., Inc. (The)		445		16,492
				564,482
Personal Products - 0.2%
Estee Lauder Cos., Inc. (The), Class A		85		21,645
Pharmaceuticals - 6.0%
Bristol-Myers Squibb Co.		797		60,134

See accompanying notes to the financial statements.

S&P 500^® Ex-Technology ETF

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Catalent, Inc.*		66		6,802
Eli Lilly & Co.		290		90,898
Johnson & Johnson		963		172,887
Merck & Co., Inc.		924		85,036
Organon & Co.		94		3,568
Pfizer, Inc.		2,055		108,997
Viatris, Inc.		442		5,423
Zoetis, Inc.		173		29,571
				563,316
Professional Services - 0.4%
Equifax, Inc.		45		9,116
Jacobs Engineering Group, Inc.		47		6,584
Leidos Holdings, Inc.		51		5,330
Nielsen Holdings plc		131		3,348
Robert Half International, Inc.		40		3,606
Verisk Analytics, Inc.		59		10,320
				38,304
Real Estate Management & Development - 0.1%
CBRE Group, Inc., Class A*		122		10,106
Road & Rail - 1.2%
CSX Corp.		813		25,845
JB Hunt Transport Services, Inc.		31		5,350
Norfolk Southern Corp.		88		21,090
Old Dominion Freight Line, Inc.		34		8,780
Union Pacific Corp.		233		51,209
				112,274
Specialty Retail - 2.9%
Advance Auto Parts, Inc.		23		4,367
AutoZone, Inc.*		8		16,482
Bath & Body Works, Inc.		95		3,897
Best Buy Co., Inc.		78		6,401
CarMax, Inc.*		59		5,857
Home Depot, Inc. (The)		381		115,348
Lowe's Cos., Inc.		246		48,044
O'Reilly Automotive, Inc.*		25		15,929
Ross Stores, Inc.		129		10,967
TJX Cos., Inc. (The)		437		27,780
Tractor Supply Co.		42		7,869
Ulta Beauty, Inc.*		20		8,462
				271,403
Textiles, Apparel & Luxury Goods - 0.8%
NIKE, Inc., Class B		468		55,622
PVH Corp.		27		1,913
Ralph Lauren Corp.		17		1,719
Tapestry, Inc.		98		3,381
Under Armour, Inc., Class A*		69		730
Under Armour, Inc., Class C*		80		776
VF Corp.		119		6,005
				70,146
Tobacco - 1.0%
Altria Group, Inc.		668		36,132
Philip Morris International, Inc.		568		60,350
				96,482
Trading Companies & Distributors - 0.3%
Fastenal Co.		211		11,301
United Rentals, Inc.*		26		7,753
WW Grainger, Inc.		16		7,793
				26,847
Water Utilities - 0.1%
American Water Works Co., Inc.		66		9,983
Wireless Telecommunication Services - 0.3%
T-Mobile US, Inc.*		215		28,657
TOTAL COMMON STOCKS (Cost $9,884,910)				9,323,975
SECURITIES LENDING REINVESTMENTS(c) - 0.0%(b)
INVESTMENT COMPANIES - 0.0%(b)
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $302)		302		302

Investments	Principal Amount ($)		Value ($)
SHORT-TERM INVESTMENTS - 0.0%(b)
REPURCHASE AGREEMENTS(d) - 0.0%(b)
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $1,226 (Cost $1,226)		1,226		1,226
Total Investments - 99.8% (Cost $9,886,438)				9,325,503
Other assets less liabilities - 0.2%				14,012
Net Assets - 100.0%				9,339,515

See accompanying notes to the financial statements.

S&P 500^® Ex-Technology ETF

Schedule of Portfolio Investments

May 31, 2022

*	Non-income producing security.
(a)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $4,276, collateralized in the form of cash with a value of $302 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $4,127 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% – 4.63%, and maturity dates ranging from June 30, 2022 – August 15, 2050. The total value of collateral is $4,429.
(b)	Represents less than 0.05% of net assets.
(c)	The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $302.
(d)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:
Aggregate gross unrealized appreciation	$	597,862
Aggregate gross unrealized depreciation		(1,181,154	)
Net unrealized depreciation	$	(583,292	)
Federal income tax cost	$	9,908,795

See accompanying notes to the financial statements.

Ultra Financials

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
COMMON STOCKS(a) - 75.9%
Banks - 17.5%
Bank of America Corp.		550,241		20,468,965
Bank OZK		9,363		388,284
BOK Financial Corp.		2,330		200,776
Citigroup, Inc.		153,581		8,202,761
Citizens Financial Group, Inc.		38,277		1,583,902
Comerica, Inc.		10,113		841,503
Commerce Bancshares, Inc.		8,550		591,489
Cullen/Frost Bankers, Inc.		4,410		551,162
East West Bancorp, Inc.		10,979		807,396
Fifth Third Bancorp		52,908		2,086,162
First Citizens BancShares, Inc., Class A		1,031		722,112
First Financial Bankshares, Inc.(b)		9,931		409,554
First Horizon Corp.		41,319		943,313
First Republic Bank		13,872		2,150,576
FNB Corp.		26,288		319,399
Glacier Bancorp, Inc.		8,394		406,354
Home BancShares, Inc.		11,653		263,241
Huntington Bancshares, Inc.		111,247		1,544,108
JPMorgan Chase & Co.		228,673		30,237,431
KeyCorp		71,872		1,434,565
M&T Bank Corp.		13,865		2,495,284
Pinnacle Financial Partners, Inc.		5,894		479,890
PNC Financial Services Group, Inc. (The)		32,505		5,701,702
Popular, Inc.		6,191		505,867
Prosperity Bancshares, Inc.		7,131		516,998
Regions Financial Corp.		72,889		1,610,118
Signature Bank		4,853		1,049,558
SVB Financial Group*		4,545		2,220,551
Synovus Financial Corp.		11,219		478,490
Truist Financial Corp.		103,290		5,137,645
UMB Financial Corp.		3,334		307,895
Umpqua Holdings Corp.		16,760		295,814
United Bankshares, Inc.		10,553		396,371
US Bancorp		104,492		5,545,390
Valley National Bancorp		32,607		414,435
Webster Financial Corp.		13,913		682,989
Wells Fargo & Co.		300,675		13,761,895
Western Alliance Bancorp		8,249		671,221
Wintrust Financial Corp.		4,412		385,565
Zions Bancorp NA		11,735		669,364
				117,480,095
Capital Markets - 14.1%
Affiliated Managers Group, Inc.		3,144		420,101
Ameriprise Financial, Inc.		8,582		2,370,949
Ares Management Corp.		12,971		923,146
Bank of New York Mellon Corp. (The)		57,245		2,668,189
BlackRock, Inc.		11,031		7,380,622
Blackstone, Inc.		54,506		6,420,262
Blue Owl Capital, Inc.		25,743		322,817
Carlyle Group, Inc. (The)		10,753		414,313
Cboe Global Markets, Inc.		8,250		926,558
Charles Schwab Corp. (The)		116,373		8,157,747
CME Group, Inc.		27,811		5,529,661
Coinbase Global, Inc., Class A*(b)		2,282		178,224
FactSet Research Systems, Inc.		2,924		1,116,325
Federated Hermes, Inc.		7,492		254,503
Franklin Resources, Inc.		21,756		589,153
Goldman Sachs Group, Inc. (The)		26,267		8,585,369
Houlihan Lokey, Inc.		3,917		336,627
Interactive Brokers Group, Inc., Class A		6,761		416,072
Intercontinental Exchange, Inc.		43,475		4,451,405
Invesco Ltd.		26,406		510,692
Janus Henderson Group plc		13,080		367,679
Jefferies Financial Group, Inc.		14,979		494,607
KKR & Co., Inc.		45,265		2,480,975
Lazard Ltd., Class A(b)		8,726		307,679
LPL Financial Holdings, Inc.		6,202		1,216,770
MarketAxess Holdings, Inc.		2,941		828,421
Moody's Corp.		12,516		3,774,450
Morgan Stanley		109,692		9,448,869
Morningstar, Inc.		1,835		471,650
MSCI, Inc.		6,289		2,781,939
Nasdaq, Inc.		9,057		1,406,190
Northern Trust Corp.		16,076		1,796,493
Raymond James Financial, Inc.		14,457		1,423,870
Robinhood Markets, Inc., Class A*(b)		4,555		45,823
S&P Global, Inc.		27,407		9,578,198
SEI Investments Co.		8,142		475,737
State Street Corp.		28,319		2,052,844
Stifel Financial Corp.		8,086		518,879
T. Rowe Price Group, Inc.		17,734		2,253,814
Tradeweb Markets, Inc., Class A		8,135		550,007
Virtu Financial, Inc., Class A		6,599		172,432
				94,420,061
Consumer Finance - 2.9%
Ally Financial, Inc.		26,149		1,151,602
American Express Co.		47,595		8,034,988
Capital One Financial Corp.		32,027		4,094,972
Credit Acceptance Corp.*(b)		621		369,688
Discover Financial Services		22,299		2,530,713
FirstCash Holdings, Inc.		3,113		232,385
OneMain Holdings, Inc.		8,385		369,443
PROG Holdings, Inc.*		4,388		128,086
SLM Corp.		21,585		422,850
SoFi Technologies, Inc.*(b)		49,925		373,439
Synchrony Financial		40,341		1,494,231
Upstart Holdings, Inc.*(b)		3,806		191,822
				19,394,219
Diversified Financial Services - 7.2%
Apollo Global Management, Inc.		28,720		1,655,421
Berkshire Hathaway, Inc., Class B*		141,709		44,777,210
Equitable Holdings, Inc.		29,126		885,722
Jackson Financial, Inc., Class A		7,204		262,297
Voya Financial, Inc.		8,356		573,305
				48,153,955
Equity Real Estate Investment Trusts (REITs) - 14.6%
Alexandria Real Estate Equities, Inc.		11,263		1,869,095
American Campus Communities, Inc.		10,769		699,985
American Homes 4 Rent, Class A		22,850		844,536
American Tower Corp.		35,237		9,025,253
Americold Realty Trust, Inc.(b)		20,641		571,549
Apartment Income REIT Corp.		12,148		544,959
AvalonBay Communities, Inc.		10,813		2,248,671
Boston Properties, Inc.		10,997		1,222,646
Brixmor Property Group, Inc.		23,047		561,886

See accompanying notes to the financial statements.

Ultra Financials

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares	Value ($)
Camden Property Trust	7,908		1,134,719
Corporate Office Properties Trust	8,692		240,247
Cousins Properties, Inc.(b)	11,508		397,601
Crown Castle International Corp.	33,444		6,342,655
CubeSmart	16,933		754,027
Digital Realty Trust, Inc.	21,961		3,065,536
Douglas Emmett, Inc.	13,577		383,822
Duke Realty Corp.	29,468		1,556,794
EastGroup Properties, Inc.	3,147		508,398
Equinix, Inc.	6,966		4,786,269
Equity Commonwealth*	8,749		238,410
Equity LifeStyle Properties, Inc.	13,362		1,011,503
Equity Residential	26,440		2,031,385
Essex Property Trust, Inc.	5,049		1,433,159
Extra Space Storage, Inc.	10,359		1,845,974
Federal Realty Investment Trust(b)	5,475		629,461
First Industrial Realty Trust, Inc.	10,083		535,911
Gaming and Leisure Properties, Inc.	18,171		850,766
Healthcare Realty Trust, Inc.(b)	11,415		331,834
Healthcare Trust of America, Inc., Class A	17,088		513,494
Healthpeak Properties, Inc.	41,730		1,238,964
Highwoods Properties, Inc.	8,117		318,917
Host Hotels & Resorts, Inc.	55,249		1,104,428
Hudson Pacific Properties, Inc.	11,797		234,878
Invitation Homes, Inc.	46,178		1,741,834
Iron Mountain, Inc.	22,404		1,207,576
JBG SMITH Properties	8,832		227,954
Kilroy Realty Corp.	8,128		493,370
Kimco Realty Corp.	47,714		1,128,436
Lamar Advertising Co., Class A	6,719		658,126
Life Storage, Inc.	6,347		741,076
LXP Industrial Trust(b)	21,883		252,968
Medical Properties Trust, Inc.	46,180		858,024
Mid-America Apartment Communities, Inc.(b)	8,923		1,615,063
National Health Investors, Inc.	3,547		209,805
National Retail Properties, Inc.	13,589		601,993
National Storage Affiliates Trust	6,340		332,533
Omega Healthcare Investors, Inc.	18,494		550,566
Orion Office REIT, Inc.	4,381		58,399
Physicians Realty Trust	17,042		316,129
PotlatchDeltic Corp.	5,344		280,346
Prologis, Inc.	57,262		7,299,760
PS Business Parks, Inc.	1,556		291,952
Public Storage	11,804		3,902,875
Rayonier, Inc.	11,249		463,684
Realty Income Corp.	43,779		2,986,603
Regency Centers Corp.	11,925		813,404
Rexford Industrial Realty, Inc.	12,401		792,052
Sabra Health Care REIT, Inc.	17,693		248,410
SBA Communications Corp.	8,416		2,832,910
Simon Property Group, Inc.	25,428		2,915,320
SL Green Realty Corp.	4,961		306,441
Spirit Realty Capital, Inc.	9,881		414,903
STAG Industrial, Inc.	13,634		454,012
STORE Capital Corp.	18,988		523,879
Sun Communities, Inc.	8,974		1,472,903
UDR, Inc.	23,140		1,106,092
Ventas, Inc.	30,887		1,752,528
VICI Properties, Inc.	65,172		2,010,556
Vornado Realty Trust	12,305		430,183
Welltower, Inc.	33,680		3,000,551
Weyerhaeuser Co.	57,824		2,285,205
WP Carey, Inc.	14,750		1,241,065
			97,897,218
Insurance - 10.5%
Aflac, Inc.	46,425		2,811,962
Alleghany Corp.*	1,061		884,641
Allstate Corp. (The)	21,711		2,967,677
American Financial Group, Inc.	5,124		724,021
American International Group, Inc.	64,257		3,770,601
Aon plc, Class A	16,619		4,581,360
Arch Capital Group Ltd.*	29,877		1,417,962
Arthur J Gallagher & Co.	16,131		2,612,254
Assurant, Inc.	4,409		779,026
Axis Capital Holdings Ltd.	5,969		349,604
Brighthouse Financial, Inc.*	6,026		295,997
Brown & Brown, Inc.	18,143		1,077,150
Chubb Ltd.	33,330		7,042,296
Cincinnati Financial Corp.	11,597		1,482,792
CNA Financial Corp.	2,099		96,218
Enstar Group Ltd.*	962		223,117
Erie Indemnity Co., Class A	1,930		323,757
Everest Re Group Ltd.	3,048		861,060
Fidelity National Financial, Inc.	22,017		931,319
First American Financial Corp.	8,494		514,651
Globe Life, Inc.	7,188		701,333
Hanover Insurance Group, Inc. (The)	2,752		403,443
Hartford Financial Services Group, Inc. (The)	25,913		1,878,952
Kemper Corp.	4,633		244,761
Lincoln National Corp.	12,889		746,660
Loews Corp.	15,173		993,680
Markel Corp.*	1,056		1,446,118
Marsh & McLennan Cos., Inc.	39,069		6,249,087
Mercury General Corp.	2,056		100,641
MetLife, Inc.	54,296		3,659,007
Old Republic International Corp.	22,091		528,417
Primerica, Inc.	3,057		385,182
Principal Financial Group, Inc.	18,798		1,370,938
Progressive Corp. (The)	45,221		5,398,483
Prudential Financial, Inc.	29,248		3,107,600
Reinsurance Group of America, Inc.	5,198		654,168
RenaissanceRe Holdings Ltd.	3,405		522,736
RLI Corp.	3,083		373,413
Ryan Specialty Group Holdings, Inc., Class A*	4,505		169,253
Selective Insurance Group, Inc.	4,657		369,300
Travelers Cos., Inc. (The)	18,665		3,341,782
Unum Group	15,819		576,603
W R Berkley Corp.	16,210		1,153,017
White Mountains Insurance Group Ltd.	232		288,808
Willis Towers Watson plc	9,443		1,993,134
			70,403,981
IT Services - 7.6%
Mastercard, Inc., Class A	66,783		23,899,632
Visa, Inc., Class A	128,326		27,226,928
			51,126,560
Mortgage Real Estate Investment Trusts (REITs) - 0.4%
AGNC Investment Corp.	40,404		494,141
Annaly Capital Management, Inc.	120,682		797,708
Blackstone Mortgage Trust, Inc., Class A	13,046		405,861

See accompanying notes to the financial statements.

Ultra Financials

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares	Value ($)
New Residential Investment Corp.	36,117		408,122
Starwood Property Trust, Inc.	23,570		563,087
			2,668,919
Professional Services - 0.3%
CoStar Group, Inc.*	30,559		1,862,265
Real Estate Management & Development - 0.6%
CBRE Group, Inc., Class A*	25,897		2,145,307
Compass, Inc., Class A*(b)	2,198		12,880
Howard Hughes Corp. (The)*	3,199		269,132
Jones Lang LaSalle, Inc.*	3,905		770,535
Opendoor Technologies, Inc.*	30,119		217,760
Redfin Corp.*(b)	8,161		79,978
Zillow Group, Inc., Class A*	2,857		114,166
Zillow Group, Inc., Class C*(b)	12,882		513,992
			4,123,750
Thrifts & Mortgage Finance - 0.2%
Essent Group Ltd.	8,545		365,641
MGIC Investment Corp.	24,786		345,269
New York Community Bancorp, Inc.(b)	35,980		359,080
Radian Group, Inc.	13,877		298,494
Rocket Cos., Inc., Class A(b)	10,453		94,809
TFS Financial Corp.	3,694		55,484
UWM Holdings Corp.(b)	6,757		27,366
			1,546,143
TOTAL COMMON STOCKS (Cost $559,634,392)			509,077,166
SECURITIES LENDING REINVESTMENTS(c) - 0.1%
INVESTMENT COMPANIES - 0.1%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $687,211)	687,211		687,211
Investments	Principal Amount ($)	Value ($)
SHORT-TERM INVESTMENTS - 2.0%
REPURCHASE AGREEMENTS(d) - 2.0%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $13,710,523
(Cost $13,710,246)	13,710,246		13,710,246
Total Investments - 78.0% (Cost $574,031,849)			523,474,623
Other assets less liabilities - 22.0%			148,048,054
Net Assets - 100.0%			671,522,677

*	Non-income producing security.
(a)	All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $72,813,856.
(b)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $4,056,340, collateralized in the form of cash with a value of $687,211 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $3,522,213 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% – 4.75%, and maturity dates ranging from June 9, 2022 – November 15, 2051. The total value of collateral is $4,209,424.
(c)	The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $687,211.
(d)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	157,002,074
Aggregate gross unrealized depreciation		(61,669,363	)
Net unrealized appreciation	$	95,332,711
Federal income tax cost	$	574,284,503

See accompanying notes to the financial statements.

Ultra Financials

Schedule of Portfolio Investments

May 31, 2022

Swap Agreements^a

Ultra Financials had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)	Termination Dateb	Counterparty	Rate Paid (Received)c		Reference Instrument	Value and Unrealized Appreciationd ($)	Financial Instruments for the Benefit of (the Fund)/ the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/ the Counterparty ($)		Net Amounte ($)
39,567,223	11/7/2022	Bank of America NA	1.38	%	Dow Jones U.S. FinancialsSM Indexf	48,899,207	(48,899,207	)	—		—
112,808,745	11/7/2022	BNP Paribas SA	1.43	%	Dow Jones U.S. FinancialsSM Indexf	16,459,474	(16,354,146	)	(105,328	)	—
33,084,697	11/6/2023	Citibank NA	1.53	%	Dow Jones U.S. FinancialsSM Indexf	25,017,836	—		(25,017,836	)	—
63,698,467	4/10/2023	Credit Suisse International	1.38	%	Dow Jones U.S. FinancialsSM Indexf	4,146,042	—		(4,146,042	)	—
102,789,385	4/10/2023	Goldman Sachs International	1.43	%	Dow Jones U.S. FinancialsSM Indexf	6,134,590	(6,134,590	)	—		—
38,779,548	11/7/2022	Morgan Stanley & Co. International plc	1.43	%	Dow Jones U.S. FinancialsSM Indexf	5,175,410	—		(5,041,000	)	134,410
381,990,412	4/10/2023	Societe Generale	1.58	%	Dow Jones U.S. FinancialsSM Indexf	24,823,514	(24,770,361	)	(53,153	)	—
61,062,604	11/7/2022	UBS AG	1.48	%	Dow Jones U.S. FinancialsSM Indexf	15,486,518	(9,756,518	)	(5,730,000	)	—
833,781,081						146,142,591
					Total Unrealized  Appreciation	146,142,591

a	The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.
b	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
c	Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).
d	The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.
e	Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.
f	See the Common Stocks section of the preceding Schedule of Portfolio Investments for the representative components of the underlying reference instrument and their relative weightings.

See accompanying notes to the financial statements.

Ultra Industrials

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
COMMON STOCKS(a) - 92.9%
Aerospace & Defense - 12.9%
Axon Enterprise, Inc.*		244		24,732
Boeing Co. (The)*		1,957		257,150
BWX Technologies, Inc.		329		16,845
Curtiss-Wright Corp.		141		20,019
General Dynamics Corp.		822		184,876
HEICO Corp.		152		21,744
HEICO Corp., Class A		268		31,380
Hexcel Corp.		299		17,178
Howmet Aerospace, Inc.		1,355		48,468
Huntington Ingalls Industries, Inc.		142		29,885
L3Harris Technologies, Inc.		702		169,112
Lockheed Martin Corp.		864		380,255
Mercury Systems, Inc.*		202		12,082
Northrop Grumman Corp.		524		245,216
Raytheon Technologies Corp.		5,327		506,704
Textron, Inc.		786		51,318
TransDigm Group, Inc.*		187		113,204
Virgin Galactic Holdings, Inc.*(b)		637		4,465
Woodward, Inc.		225		22,862
				2,157,495
Air Freight & Logistics - 4.8%
CH Robinson Worldwide, Inc.		465		50,457
Expeditors International of Washington, Inc.		604		65,739
FedEx Corp.		870		195,385
GXO Logistics, Inc.*		363		19,700
United Parcel Service, Inc., Class B		2,603		474,397
				805,678
Building Products - 4.5%
A O Smith Corp.		470		28,256
Advanced Drainage Systems, Inc.		203		22,231
Allegion plc		321		35,840
Armstrong World Industries, Inc.		169		14,112
Builders FirstSource, Inc.*		683		44,456
Carlisle Cos., Inc.		186		47,324
Carrier Global Corp.		3,053		120,013
Fortune Brands Home & Security, Inc.		484		33,565
Johnson Controls International plc		2,506		136,602
Lennox International, Inc.		120		25,068
Masco Corp.		858		48,640
Owens Corning		359		34,313
Trane Technologies plc		834		115,142
Trex Co., Inc.*		411		26,189
Zurn Water Solutions Corp.		451		12,998
				744,749
Chemicals - 1.4%
Sherwin-Williams Co. (The)		861		230,782
Commercial Services & Supplies - 3.2%
Cimpress plc*		69		3,010
Cintas Corp.		316		125,872
Clean Harbors, Inc.*		179		16,719
MSA Safety, Inc.		131		16,701
Republic Services, Inc.		746		99,845
Stericycle, Inc.*		327		16,530
Tetra Tech, Inc.		193		26,049
Waste Management, Inc.		1,375		217,951
				522,677
Construction & Engineering - 1.2%
AECOM		503		35,134
EMCOR Group, Inc.		190		20,070
MasTec, Inc.*		209		17,470
MDU Resources Group, Inc.		728		19,933
Quanta Services, Inc.		509		60,571
Valmont Industries, Inc.(b)		77		19,770
WillScot Mobile Mini Holdings Corp.*		797		28,477
				201,425
Construction Materials - 1.0%
Eagle Materials, Inc.		142		18,540
Martin Marietta Materials, Inc.		222		75,342
Vulcan Materials Co.		474		78,148
				172,030
Containers & Packaging - 3.4%
Amcor plc		5,401		70,753
AptarGroup, Inc.		235		25,166
Ardagh Metal Packaging SA*		558		3,370
Avery Dennison Corp.		297		51,250
Ball Corp.		1,155		81,878
Berry Global Group, Inc.*		483		28,174
Crown Holdings, Inc.		449		46,894
Graphic Packaging Holding Co.		1,009		22,460
International Paper Co.		1,383		67,007
Packaging Corp. of America		338		53,161
Sealed Air Corp.		528		32,831
Silgan Holdings, Inc.		299		13,099
Sonoco Products Co.		349		20,406
WestRock Co.		939		45,532
				561,981
Electrical Equipment - 4.9%
Acuity Brands, Inc.		125		21,878
AMETEK, Inc.		826		100,334
ChargePoint Holdings, Inc.*(b)		628		8,032
Eaton Corp. plc		1,424		197,366
Emerson Electric Co.		2,123		188,225
EnerSys		147		9,955
Generac Holdings, Inc.*		225		55,593
Hubbell, Inc.		193		36,643
nVent Electric plc		601		21,275
Regal Rexnord Corp.		244		30,488
Rockwell Automation, Inc.		415		88,478
Sensata Technologies Holding plc		564		27,089
Shoals Technologies Group, Inc., Class A*		375		5,850
Sunrun, Inc.*		740		19,329
Vertiv Holdings Co.		1,087		11,946
				822,481
Electronic Equipment, Instruments & Components - 5.5%
Amphenol Corp., Class A		2,137		151,428
Arrow Electronics, Inc.*		245		29,559
Avnet, Inc.		352		17,054
Cognex Corp.		630		30,505
Coherent, Inc.*		90		24,386
Corning, Inc.		2,666		95,496
II-VI, Inc.*(b)		379		23,688
IPG Photonics Corp.*		127		13,397
Itron, Inc.*		162		8,361
Jabil, Inc.		512		31,498
Keysight Technologies, Inc.*		654		95,222
Littelfuse, Inc.		89		24,048
National Instruments Corp.		471		16,636

See accompanying notes to the financial statements.

Ultra Industrials

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares	Value ($)
TE Connectivity Ltd.	1,164		150,610
Teledyne Technologies, Inc.*	167		67,660
Trimble, Inc.*	897		61,041
Vontier Corp.	605		16,226
Zebra Technologies Corp., Class A*	189		63,918
			920,733
Industrial Conglomerates - 6.5%
3M Co.	2,038		304,253
General Electric Co.	3,924		307,210
Honeywell International, Inc.	2,448		473,982
			1,085,445
IT Services - 15.9%
Accenture plc, Class A	2,257		673,624
Affirm Holdings, Inc.*	579		16,501
Automatic Data Processing, Inc.	1,500		334,410
Block, Inc., Class A*	1,788		156,468
Broadridge Financial Solutions, Inc.	417		60,974
Concentrix Corp.	153		23,698
Euronet Worldwide, Inc.*	188		22,778
Fidelity National Information Services, Inc.	2,173		227,078
Fiserv, Inc.*	2,123		212,682
FleetCor Technologies, Inc.*	291		72,404
Genpact Ltd.	609		27,021
Global Payments, Inc.	1,015		133,006
Jack Henry & Associates, Inc.	261		49,099
Marqeta, Inc., Class A*	831		8,701
Maximus, Inc.	220		14,276
Paychex, Inc.	1,144		141,662
PayPal Holdings, Inc.*	4,160		354,474
Shift4 Payments, Inc., Class A*	185		8,445
SS&C Technologies Holdings, Inc.	795		50,872
TaskUS, Inc., Class A*	98		2,409
Toast, Inc., Class A*	264		4,287
Western Union Co. (The)	1,407		25,523
WEX, Inc.*	160		27,245
			2,647,637
Life Sciences Tools & Services - 0.4%
PerkinElmer, Inc.	449		67,202
Machinery - 13.7%
AGCO Corp.	218		27,932
Allison Transmission Holdings, Inc.	373		14,924
Caterpillar, Inc.	1,931		416,806
Chart Industries, Inc.*(b)	127		22,337
Crane Holdings Co.	179		17,123
Cummins, Inc.	508		106,233
Deere & Co.	1,001		358,138
Donaldson Co., Inc.	442		23,108
Dover Corp.	513		68,696
Esab Corp.*	160		8,000
Flowserve Corp.	466		14,679
Fortive Corp.	1,279		79,004
Gates Industrial Corp. plc*	344		4,389
Graco, Inc.	606		38,360
IDEX Corp.	271		51,910
Illinois Tool Works, Inc.	1,019		212,023
Ingersoll Rand, Inc.	1,455		68,603
ITT, Inc.	305		22,515
Lincoln Electric Holdings, Inc.	210		28,522
Middleby Corp. (The)*	198		29,989
Nikola Corp.*(b)	741		5,231
Nordson Corp.	191		41,615
Oshkosh Corp.	239		22,206
Otis Worldwide Corp.	1,518		112,939
PACCAR, Inc.	1,239		107,595
Parker-Hannifin Corp.	458		124,654
Pentair plc	590		29,600
RBC Bearings, Inc.*(b)	104		19,385
Snap-on, Inc.	191		42,379
Timken Co. (The)	247		15,084
Toro Co. (The)	373		30,769
Westinghouse Air Brake Technologies Corp.	665		62,816
Xylem, Inc.	642		54,089
			2,281,653
Marine - 0.1%
Kirby Corp.*	214		14,451
Paper & Forest Products - 0.1%
Louisiana-Pacific Corp.	315		21,754
Professional Services - 4.0%
Alight, Inc., Class A*	879		7,173
ASGN, Inc.*	186		17,713
Booz Allen Hamilton Holding Corp.	477		40,955
CACI International, Inc., Class A*	85		23,831
Clarivate plc*(b)	1,424		21,032
Dun & Bradstreet Holdings, Inc.*	540		9,326
Equifax, Inc.	436		88,325
FTI Consulting, Inc.*	121		20,328
Insperity, Inc.	127		12,709
Jacobs Engineering Group, Inc.	462		64,722
KBR, Inc.	502		24,979
Leidos Holdings, Inc.	501		52,354
ManpowerGroup, Inc.	192		17,205
Nielsen Holdings plc	1,284		32,819
Robert Half International, Inc.	392		35,339
Science Applications International Corp.	203		17,572
TransUnion	683		59,291
TriNet Group, Inc.*	144		11,310
Upwork, Inc.*	431		7,866
Verisk Analytics, Inc.	576		100,754
			665,603
Road & Rail - 7.1%
CSX Corp.	7,920		251,777
Hertz Global Holdings, Inc.*	204		4,094
JB Hunt Transport Services, Inc.	299		51,601
Knight-Swift Transportation Holdings, Inc.	593		28,844
Landstar System, Inc.	135		20,443
Norfolk Southern Corp.	857		205,389
Old Dominion Freight Line, Inc.	333		85,994
Saia, Inc.*	94		18,574
TuSimple Holdings, Inc., Class A*(b)	121		993
Union Pacific Corp.	2,274		499,780
XPO Logistics, Inc.*	351		18,757
			1,186,246
Trading Companies & Distributors - 2.3%
Air Lease Corp.	381		14,330

See accompanying notes to the financial statements.

Ultra Industrials

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares	Value ($)
Applied Industrial Technologies, Inc.	138		14,271
Core & Main, Inc., Class A*	204		4,814
Fastenal Co.	2,054		110,012
MSC Industrial Direct Co., Inc., Class A	167		14,183
SiteOne Landscape Supply, Inc.*	160		21,483
United Rentals, Inc.*	259		77,229
Univar Solutions, Inc.*	610		18,739
Watsco, Inc.	117		29,909
WW Grainger, Inc.	155		75,496
			380,466
TOTAL COMMON STOCKS (Cost $19,657,799)			15,490,488
SECURITIES LENDING REINVESTMENTS(c) - 0.1%
INVESTMENT COMPANIES - 0.1%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $20,871)	20,871		20,871
Investments	Principal Amount ($)		Value ($)
SHORT-TERM INVESTMENTS - 18.9%
REPURCHASE AGREEMENTS(d) - 18.9%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $3,162,194
(Cost $3,162,129)	3,162,129		3,162,129
Total Investments - 111.9% (Cost $22,840,799)			18,673,488
Liabilities in excess of other assets - (11.9%)			(1,979,686	)
Net Assets - 100.0%			16,693,802

*	Non-income producing security.
(a)	All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $11,320,626.
(b)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $60,891, collateralized in the form of cash with a value of $20,871 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $43,217 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% – 4.63%, and maturity dates ranging from June 30, 2022 – August 15, 2050. The total value of collateral is $64,088.
(c)	The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $20,871.
(d)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	262,357
Aggregate gross unrealized depreciation		(9,399,564	)
Net unrealized depreciation	$	(9,137,207	)
Federal income tax cost	$	22,844,286

See accompanying notes to the financial statements.

Ultra Industrials

Schedule of Portfolio Investments

May 31, 2022

Swap Agreements^a

Ultra Industrials had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)	Termination Dateb	Counterparty	Rate Paid (Received)c		Reference Instrument	Value and Unrealized Depreciationd ($)		Financial Instruments for the Benefit of (the Fund)/ the Counterparty ($)	Cash Collateral for the Benefit of (the Fund)/ the Counterparty ($)	Net Amounte ($)
5,123,654	5/8/2023	Bank of America NA	1.13	%	Dow Jones U.S. IndustrialsSM Index	(1,339,485	)	1,339,391	94	—
5,292,014	11/7/2022	Citibank NA	1.13	%	Dow Jones U.S. IndustrialsSM Index	(1,105,837	)	1,102,160	3,677	—
4,114,455	3/7/2023	Goldman Sachs International	1.43	%	Dow Jones U.S. IndustrialsSM Index	(1,507,066	)	—	1,507,066	—
468,783	4/10/2023	Morgan Stanley & Co. International plc	1.43	%	Dow Jones U.S. IndustrialsSM Index	(83,633	)	80,660	2,973	—
1,911,550	3/7/2023	Societe Generale	1.38	%	Dow Jones U.S. IndustrialsSM Index	(533,853	)	449,915	83,938	—
1,006,669	3/7/2023	UBS AG	1.18	%	Dow Jones U.S. IndustrialsSM Index	(396,535	)	260,160	136,375	—
17,917,125						(4,966,409	)
					Total Unrealized  Depreciation	(4,966,409	)

a	The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.
b	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
c	Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).
d	The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.
e	Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

Ultra MidCap400

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
COMMON STOCKS(a) - 91.4%
Aerospace & Defense - 1.2%
Axon Enterprise, Inc.*		3,575		362,362
Curtiss-Wright Corp.		2,049		290,917
Hexcel Corp.(b)		4,382		251,746
Mercury Systems, Inc.*		2,963		177,217
Woodward, Inc.		3,293		334,602
				1,416,844
Air Freight & Logistics - 0.2%
GXO Logistics, Inc.*		5,149		279,436
Airlines - 0.1%
JetBlue Airways Corp.*		16,606		178,348
Auto Components - 1.3%
Adient plc*		4,948		175,110
Dana, Inc.		7,531		124,714
Fox Factory Holding Corp.*		2,199		180,362
Gentex Corp.		12,351		383,869
Goodyear Tire & Rubber Co. (The)*		14,672		189,562
Lear Corp.		3,117		439,372
Visteon Corp.*		1,463		164,163
				1,657,152
Automobiles - 0.4%
Harley-Davidson, Inc.		8,036		282,706
Thor Industries, Inc.		2,904		220,617
				503,323
Banks - 6.3%
Associated Banc-Corp.		7,812		161,708
Bank of Hawaii Corp.(b)		2,102		167,067
Bank OZK		6,318		262,007
Cadence Bank		9,835		262,890
Cathay General Bancorp		3,956		162,631
Commerce Bancshares, Inc.		5,770		399,169
Cullen/Frost Bankers, Inc.		2,976		371,940
East West Bancorp, Inc.		7,411		545,005
First Financial Bankshares, Inc.(b)		6,699		276,267
First Horizon Corp.		27,886		636,637
FNB Corp.		17,742		215,565
Fulton Financial Corp.		8,422		133,489
Glacier Bancorp, Inc.		5,665		274,243
Hancock Whitney Corp.		4,534		225,975
Home BancShares, Inc.		7,864		177,648
International Bancshares Corp.		2,779		116,523
Old National Bancorp		15,415		245,099
PacWest Bancorp		6,244		197,186
Pinnacle Financial Partners, Inc.		3,976		323,726
Prosperity Bancshares, Inc.		4,813		348,942
Synovus Financial Corp.		7,572		322,946
Texas Capital Bancshares, Inc.*		2,644		149,465
UMB Financial Corp.		2,251		207,880
Umpqua Holdings Corp.		11,311		199,639
United Bankshares, Inc.		7,123		267,540
Valley National Bancorp		22,007		279,709
Washington Federal, Inc.		3,406		110,525
Webster Financial Corp.		9,389		460,906
Wintrust Financial Corp.		2,978		260,247
				7,762,574
Beverages - 0.1%
Boston Beer Co., Inc. (The), Class A*		490		174,097
Biotechnology - 1.5%
Arrowhead Pharmaceuticals, Inc.*		5,507		183,714
Exelixis, Inc.*		16,522		302,848
Halozyme Therapeutics, Inc.*		7,352		338,045
Neurocrine Biosciences, Inc.*(b)		4,954		463,149
United Therapeutics Corp.*		2,353		541,990
				1,829,746
Building Products - 2.3%
Builders FirstSource, Inc.*		10,000		650,900
Carlisle Cos., Inc.		2,730		694,594
Lennox International, Inc.		1,758		367,246
Owens Corning		5,247		501,508
Simpson Manufacturing Co., Inc.		2,268		245,738
Trex Co., Inc.*		6,011		383,021
				2,843,007
Capital Markets - 1.8%
Affiliated Managers Group, Inc.		2,124		283,809
Evercore, Inc., Class A		2,037		232,625
Federated Hermes, Inc.		5,057		171,786
Interactive Brokers Group, Inc., Class A		4,563		280,807
Janus Henderson Group plc		8,827		248,127
Jefferies Financial Group, Inc.		10,104		333,634
SEI Investments Co.		5,495		321,073
Stifel Financial Corp.		5,458		350,240
				2,222,101
Chemicals - 2.7%
Ashland Global Holdings, Inc.		2,765		295,910
Avient Corp.		4,778		235,078
Cabot Corp.		2,955		223,428
Chemours Co. (The)		8,356		360,060
Ingevity Corp.*		2,052		142,983
Minerals Technologies, Inc.		1,739		115,226
NewMarket Corp.		357		117,639
Olin Corp.		7,369		484,807
RPM International, Inc.		6,773		596,701
Scotts Miracle-Gro Co. (The)(b)		2,118		200,405
Sensient Technologies Corp.		2,194		191,843
Valvoline, Inc.		9,367		313,420
				3,277,500
Commercial Services & Supplies - 1.4%
Brink's Co. (The)		2,567		156,151
Clean Harbors, Inc.*		2,614		244,148
IAA, Inc.*		7,041		274,810
MillerKnoll, Inc.(b)		3,955		119,441
MSA Safety, Inc.		1,905		242,869
Stericycle, Inc.*		4,797		242,488
Tetra Tech, Inc.		2,820		380,615
				1,660,522
Communications Equipment - 0.8%
Calix, Inc.*		2,864		105,796
Ciena Corp.*		8,088		411,032
Lumentum Holdings, Inc.*(b)		3,770		324,522
Viasat, Inc.*		3,885		153,419
				994,769
Construction & Engineering - 1.6%
AECOM		7,381		515,563
Dycom Industries, Inc.*		1,576		146,741
EMCOR Group, Inc.		2,787		294,391

See accompanying notes to the financial statements.

Ultra MidCap400

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Fluor Corp.*(b)		7,384		208,450
MasTec, Inc.*		3,073		256,872
MDU Resources Group, Inc.		10,620		290,776
Valmont Industries, Inc.(b)		1,109		284,736
				1,997,529
Construction Materials - 0.2%
Eagle Materials, Inc.		2,064		269,476
Consumer Finance - 0.5%
FirstCash Holdings, Inc.		2,101		156,840
Navient Corp.		8,040		128,640
SLM Corp.		14,563		285,289
				570,769
Containers & Packaging - 0.8%
AptarGroup, Inc.		3,438		368,175
Greif, Inc., Class A		1,387		82,485
Silgan Holdings, Inc.		4,383		192,019
Sonoco Products Co.		5,135		300,244
				942,923
Diversified Consumer Services - 1.0%
Graham Holdings Co., Class B		210		128,173
Grand Canyon Education, Inc.*		2,069		184,493
H&R Block, Inc.		8,592		302,782
Service Corp. International		8,611		603,028
				1,218,476
Diversified Financial Services - 0.3%
Voya Financial, Inc.		5,640		386,960
Diversified Telecommunication Services - 0.2%
Iridium Communications, Inc.*		6,904		256,207
Electric Utilities - 1.1%
ALLETE, Inc.		2,913		180,664
Hawaiian Electric Industries, Inc.		5,709		246,458
IDACORP, Inc.		2,638		287,595
OGE Energy Corp.		10,453		431,709
PNM Resources, Inc.		4,482		213,029
				1,359,455
Electrical Equipment - 1.7%
Acuity Brands, Inc.		1,829		320,112
EnerSys		2,154		145,869
Hubbell, Inc.		2,841		539,392
nVent Electric plc		8,785		310,989
Regal Rexnord Corp.		3,539		442,198
Sunrun, Inc.*		10,810		282,357
Vicor Corp.*		1,120		75,376
				2,116,293
Electronic Equipment, Instruments & Components - 2.9%
Arrow Electronics, Inc.*		3,554		428,790
Avnet, Inc.		5,167		250,341
Belden, Inc.		2,346		135,083
Cognex Corp.		9,232		447,014
Coherent, Inc.*		1,294		350,622
II-VI, Inc.*(b)		5,552		347,000
Jabil, Inc.		7,493		460,969
Littelfuse, Inc.		1,287		347,748
National Instruments Corp.		6,888		243,284
TD SYNNEX Corp.		2,165		224,835
Vishay Intertechnology, Inc.		6,929		141,629
Vontier Corp.		8,828		236,767
				3,614,082
Energy Equipment & Services - 0.5%
ChampionX Corp.		10,552		245,545
NOV, Inc.		20,504		410,080
				655,625
Entertainment - 0.1%
World Wrestling Entertainment, Inc., Class A		2,285		152,569
Equity Real Estate Investment Trusts (REITs) - 8.1%
American Campus Communities, Inc.		7,267		472,355
Apartment Income REIT Corp.		8,198		367,762
Brixmor Property Group, Inc.		15,553		379,182
Corporate Office Properties Trust		5,865		162,109
Cousins Properties, Inc.(b)		7,764		268,246
Douglas Emmett, Inc.		9,164		259,066
EastGroup Properties, Inc.		2,125		343,294
EPR Properties		3,906		200,143
First Industrial Realty Trust, Inc.		6,803		361,579
Healthcare Realty Trust, Inc.(b)		7,705		223,984
Highwoods Properties, Inc.		5,477		215,191
Hudson Pacific Properties, Inc.		7,961		158,504
Independence Realty Trust, Inc.		12,088		284,189
JBG SMITH Properties		5,960		153,828
Kilroy Realty Corp.		5,486		333,000
Kite Realty Group Trust		11,437		239,720
Lamar Advertising Co., Class A		4,534		444,105
Life Storage, Inc.		4,283		500,083
Macerich Co. (The)		11,124		130,707
Medical Properties Trust, Inc.		31,165		579,046
National Retail Properties, Inc.		9,172		406,320
National Storage Affiliates Trust		4,280		224,486
Omega Healthcare Investors, Inc.		12,480		371,530
Park Hotels & Resorts, Inc.		12,348		223,005
Pebblebrook Hotel Trust		6,861		154,441
Physicians Realty Trust		11,502		213,362
PotlatchDeltic Corp.		3,607		189,223
PS Business Parks, Inc.		1,050		197,012
Rayonier, Inc.		7,592		312,942
Rexford Industrial Realty, Inc.		8,369		534,528
Sabra Health Care REIT, Inc.		11,940		167,638
SL Green Realty Corp.		3,348		206,816
Spirit Realty Capital, Inc.		6,669		280,031
STORE Capital Corp.		12,814		353,538
				9,910,965
Food & Staples Retailing - 1.2%
BJ's Wholesale Club Holdings, Inc.*		7,100		410,877
Casey's General Stores, Inc.		1,938		406,088
Grocery Outlet Holding Corp.*		4,563		174,535
Performance Food Group Co.*		8,084		350,360
Sprouts Farmers Market, Inc.*		5,862		158,802
				1,500,662
Food Products - 1.7%
Darling Ingredients, Inc.*		8,450		676,591
Flowers Foods, Inc.		10,376		286,378
Hain Celestial Group, Inc. (The)*		4,769		125,663
Ingredion, Inc.		3,474		328,953
Lancaster Colony Corp.		1,035		126,167
Pilgrim's Pride Corp.*		2,545		84,799
Post Holdings, Inc.*		2,973		244,470
Sanderson Farms, Inc.		1,108		221,046
				2,094,067
Gas Utilities - 1.5%
National Fuel Gas Co.		4,775		351,106

See accompanying notes to the financial statements.

Ultra MidCap400

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
New Jersey Resources Corp.		5,017		230,381
ONE Gas, Inc.		2,799		243,569
Southwest Gas Holdings, Inc.		3,440		320,367
Spire, Inc.		2,702		211,567
UGI Corp.		10,956		468,259
				1,825,249
Health Care Equipment & Supplies - 2.7%
Enovis Corp.*		2,366		156,962
Envista Holdings Corp.*		8,426		362,655
Globus Medical, Inc., Class A*		4,127		274,858
Haemonetics Corp.*		2,669		168,841
ICU Medical, Inc.*		1,041		189,087
Inari Medical, Inc.*		1,678		110,412
Integra LifeSciences Holdings Corp.*		3,804		238,283
LivaNova plc*		2,779		189,167
Masimo Corp.*		2,653		372,561
Neogen Corp.*		5,626		148,864
NuVasive, Inc.*		2,702		155,122
Penumbra, Inc.*		1,834		269,451
QuidelOrtho Corp.*		2,611		248,123
STAAR Surgical Co.*		2,485		163,861
Tandem Diabetes Care, Inc.*		3,318		226,188
				3,274,435
Health Care Providers & Services - 2.3%
Acadia Healthcare Co., Inc.*		4,696		334,214
Amedisys, Inc.*		1,702		197,279
Chemed Corp.		804		389,457
Encompass Health Corp.		5,196		340,546
HealthEquity, Inc.*		4,365		273,162
LHC Group, Inc.*		1,654		275,656
Option Care Health, Inc.*		7,233		219,594
Patterson Cos., Inc.		4,531		143,134
Progyny, Inc.*		3,636		114,934
R1 RCM, Inc.*		6,974		149,732
Tenet Healthcare Corp.*		5,595		362,052
				2,799,760
Hotels, Restaurants & Leisure - 2.5%
Boyd Gaming Corp.		4,283		251,712
Choice Hotels International, Inc.		1,713		219,076
Churchill Downs, Inc.		1,798		363,969
Cracker Barrel Old Country Store, Inc.		1,228		125,268
Light & Wonder, Inc.*		5,040		266,112
Marriott Vacations Worldwide Corp.		2,224		328,529
Papa John's International, Inc.		1,690		148,737
Six Flags Entertainment Corp.*		4,040		118,574
Texas Roadhouse, Inc.		3,637		283,577
Travel + Leisure Co.		4,507		230,353
Wendy's Co. (The)		9,216		171,786
Wingstop, Inc.		1,558		124,110
Wyndham Hotels & Resorts, Inc.		4,866		389,913
				3,021,716
Household Durables - 1.4%
Helen of Troy Ltd.*		1,260		233,339
KB Home		4,475		154,343
Leggett & Platt, Inc.		6,965		272,819
Taylor Morrison Home Corp.*		6,417		185,900
Tempur Sealy International, Inc.		10,053		265,098
Toll Brothers, Inc.		5,868		296,158
TopBuild Corp.*		1,719		339,090
				1,746,747
Household Products - 0.1%
Energizer Holdings, Inc.		3,423		102,656
Insurance - 3.9%
Alleghany Corp.*		715		596,153
American Financial Group, Inc.		3,458		488,615
Brighthouse Financial, Inc.*		4,066		199,722
CNO Financial Group, Inc.		6,287		129,324
First American Financial Corp.		5,731		347,241
Hanover Insurance Group, Inc. (The)		1,858		272,383
Kemper Corp.		3,126		165,147
Kinsale Capital Group, Inc.		1,120		246,266
Mercury General Corp.		1,389		67,991
Old Republic International Corp.		14,909		356,623
Primerica, Inc.		2,063		259,938
Reinsurance Group of America, Inc.		3,508		441,482
RenaissanceRe Holdings Ltd.		2,297		352,635
RLI Corp.		2,081		252,051
Selective Insurance Group, Inc.		3,144		249,319
Unum Group		10,677		389,177
				4,814,067
Interactive Media & Services - 0.3%
TripAdvisor, Inc.*		5,172		128,473
Yelp, Inc.*		3,584		105,405
Ziff Davis, Inc.*		2,518		192,224
				426,102
IT Services - 2.1%
Bread Financial Holdings, Inc.		2,599		143,205
Concentrix Corp.		2,241		347,109
Euronet Worldwide, Inc.*		2,761		334,523
Genpact Ltd.		8,904		395,070
Kyndryl Holdings, Inc.*		9,362		115,527
LiveRamp Holdings, Inc.*		3,556		91,034
Maximus, Inc.		3,234		209,854
Sabre Corp.*		16,889		126,836
Western Union Co. (The)		20,564		373,031
WEX, Inc.*		2,340		398,455
				2,534,644
Leisure Products - 1.2%
Brunswick Corp.		4,026		302,876
Callaway Golf Co.*		6,120		132,865
Mattel, Inc.*		18,295		459,570
Polaris, Inc.		2,979		317,413
YETI Holdings, Inc.*		4,577		209,398
				1,422,122
Life Sciences Tools & Services - 1.4%
Azenta, Inc.(b)		3,912		299,816
Bruker Corp.		5,306		331,519
Medpace Holdings, Inc.*		1,502		215,147
Repligen Corp.*		2,686		441,766
Syneos Health, Inc.*		5,415		400,114
				1,688,362
Machinery - 4.0%
AGCO Corp.		3,205		410,657
Chart Industries, Inc.*(b)		1,860		327,137
Crane Holdings Co.		2,607		249,386
Donaldson Co., Inc.		6,451		337,258
Esab Corp.*		2,367		118,350
Flowserve Corp.		6,802		214,263
Graco, Inc.		8,876		561,851
ITT, Inc.		4,470		329,975

See accompanying notes to the financial statements.

Ultra MidCap400

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Kennametal, Inc.		4,338		120,336
Lincoln Electric Holdings, Inc.		3,084		418,869
Middleby Corp. (The)*(b)		2,905		439,991
Oshkosh Corp.		3,478		323,141
Terex Corp.		3,645		128,997
Timken Co. (The)		3,605		220,157
Toro Co. (The)		5,478		451,880
Trinity Industries, Inc.		4,271		106,177
Watts Water Technologies, Inc., Class A		1,439		188,264
				4,946,689
Marine - 0.2%
Kirby Corp.*		3,139		211,977
Media - 0.8%
Cable One, Inc.		259		337,503
John Wiley & Sons, Inc., Class A		2,274		120,431
New York Times Co. (The), Class A		8,725		300,925
TEGNA, Inc.		11,555		253,055
				1,011,914
Metals & Mining - 3.0%
Alcoa Corp.		9,614		593,376
Cleveland-Cliffs, Inc.*		24,967		578,735
Commercial Metals Co.		6,344		252,047
Reliance Steel & Aluminum Co.		3,272		636,077
Royal Gold, Inc.		3,428		387,638
Steel Dynamics, Inc.		9,845		840,566
United States Steel Corp.		13,626		341,604
Worthington Industries, Inc.		1,702		79,382
				3,709,425
Multiline Retail - 0.8%
Kohl's Corp.		7,267		293,005
Macy's, Inc.		15,627		369,579
Nordstrom, Inc.		5,824		153,928
Ollie's Bargain Outlet Holdings, Inc.*		3,065		143,963
				960,475
Multi-Utilities - 0.4%
Black Hills Corp.		3,332		255,431
NorthWestern Corp.		2,825		173,088
				428,519
Oil, Gas & Consumable Fuels - 3.6%
Antero Midstream Corp.		16,955		184,131
CNX Resources Corp.*		10,574		229,667
DT Midstream, Inc.		5,051		293,463
EQT Corp.		15,709		749,634
Equitrans Midstream Corp.		21,229		167,072
HF Sinclair Corp.		7,807		383,324
Matador Resources Co.		5,760		350,784
Murphy Oil Corp.		7,582		321,628
PDC Energy, Inc.		5,086		402,506
Range Resources Corp.*		13,045		442,878
Targa Resources Corp.		11,958		861,215
				4,386,302
Paper & Forest Products - 0.3%
Louisiana-Pacific Corp.		4,595		317,331
Personal Products - 0.3%
BellRing Brands, Inc.*		5,832		152,507
Coty, Inc., Class A*		17,957		127,315
Nu Skin Enterprises, Inc., Class A(b)		2,602		121,383
				401,205
Pharmaceuticals - 0.6%
Jazz Pharmaceuticals plc*(b)		3,210		480,473
Perrigo Co. plc		6,986		278,462
				758,935
Professional Services - 1.6%
ASGN, Inc.*		2,721		259,121
CACI International, Inc., Class A*		1,219		341,771
FTI Consulting, Inc.*(b)		1,791		300,888
Insperity, Inc.		1,861		186,230
KBR, Inc.		7,327		364,592
ManpowerGroup, Inc.		2,833		253,865
Science Applications International Corp.		2,974		257,429
				1,963,896
Real Estate Management & Development - 0.4%
Jones Lang LaSalle, Inc.*		2,635		519,938
Road & Rail - 1.6%
Avis Budget Group, Inc.*(b)		2,093		398,256
Knight-Swift Transportation Holdings, Inc.		8,666		421,514
Landstar System, Inc.		1,968		298,014
Ryder System, Inc.		2,804		224,376
Saia, Inc.*		1,375		271,687
Werner Enterprises, Inc.		3,126		126,822
XPO Logistics, Inc.*		5,152		275,323
				2,015,992
Semiconductors & Semiconductor Equipment - 3.1%
Amkor Technology, Inc.		5,235		107,003
Cirrus Logic, Inc.*		2,991		243,886
CMC Materials, Inc.		1,492		263,995
First Solar, Inc.*		5,164		364,630
Lattice Semiconductor Corp.*		7,152		372,047
MKS Instruments, Inc.		2,895		357,533
Power Integrations, Inc.		3,090		260,734
Semtech Corp.*		3,365		215,663
Silicon Laboratories, Inc.*		1,994		297,425
SiTime Corp.*		783		166,779
SunPower Corp.*(b)		4,335		76,599
Synaptics, Inc.*		2,065		305,868
Universal Display Corp.		2,264		285,966
Wolfspeed, Inc.*(b)		6,453		485,459
				3,803,587
Software - 3.0%
ACI Worldwide, Inc.*		6,138		163,516
Aspen Technology, Inc.*		1,460		282,457
Blackbaud, Inc.*		2,334		148,559
CDK Global, Inc.		6,098		332,097
CommVault Systems, Inc.*		2,327		141,970
Digital Turbine, Inc.*		4,607		117,156
Envestnet, Inc.*		2,854		190,134
Fair Isaac Corp.*		1,372		561,903
Manhattan Associates, Inc.*		3,297		398,706
NCR Corp.*(b)		6,893		239,118
Paylocity Holding Corp.*		2,072		362,310
Qualys, Inc.*		1,743		227,775
Sailpoint Technologies Holdings, Inc.*		4,870		308,953
Teradata Corp.*		5,666		217,744
				3,692,398

See accompanying notes to the financial statements.

Ultra MidCap400

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Specialty Retail - 2.8%
American Eagle Outfitters, Inc.		8,011		97,013
AutoNation, Inc.*		2,088		249,641
Dick's Sporting Goods, Inc.(b)		3,285		266,841
Five Below, Inc.*		2,926		382,106
Foot Locker, Inc.		4,560		150,389
GameStop Corp., Class A*(b)		3,230		402,910
Gap, Inc. (The)		11,113		122,576
Lithia Motors, Inc.		1,581		481,367
Murphy USA, Inc.		1,197		298,197
RH*		908		263,393
Urban Outfitters, Inc.*		3,424		72,075
Victoria's Secret & Co.*		3,794		156,351
Williams-Sonoma, Inc.		3,809		487,247
				3,430,106
Technology Hardware, Storage & Peripherals - 0.1%
Xerox Holdings Corp.		6,408		120,599
Textiles, Apparel & Luxury Goods - 1.4%
Capri Holdings Ltd.*		7,708		375,688
Carter's, Inc.		2,207		170,049
Columbia Sportswear Co.		1,805		140,393
Crocs, Inc.*		3,072		171,295
Deckers Outdoor Corp.*		1,423		382,161
Hanesbrands, Inc.		18,234		216,437
Skechers USA, Inc., Class A*		7,045		277,573
				1,733,596
Thrifts & Mortgage Finance - 0.6%
Essent Group Ltd.		5,767		246,770
MGIC Investment Corp.		16,727		233,007
New York Community Bancorp, Inc.		24,282		242,334
				722,111
Trading Companies & Distributors - 0.9%
GATX Corp.		1,854		200,139
MSC Industrial Direct Co., Inc., Class A		2,462		209,098
Univar Solutions, Inc.*		8,928		274,268
Watsco, Inc.(b)		1,725		440,962
				1,124,467
Water Utilities - 0.5%
Essential Utilities, Inc.		12,012		555,675
TOTAL COMMON STOCKS (Cost $109,928,309)				112,316,474
SECURITIES LENDING REINVESTMENTS(c) - 0.2%
INVESTMENT COMPANIES - 0.2%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $246,710)		246,710		246,710

Investments	Principal Amount ($)		Value ($)
SHORT-TERM INVESTMENTS - 30.4%
REPURCHASE AGREEMENTS(d) - 30.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $37,349,036
(Cost $37,348,285)		37,348,285		37,348,285
Total Investments - 122.0% (Cost $147,523,304)				149,911,469
Liabilities in excess of other assets - (22.0%)				(26,997,137	)
Net Assets - 100.0%				122,914,332

See accompanying notes to the financial statements.

Ultra MidCap400

Schedule of Portfolio Investments

May 31, 2022

*	Non-income producing security.
(a)	All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $71,368,912.
(b)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $1,025,179, collateralized in the form of cash with a value of $246,710 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $829,608 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% – 5.50%, and maturity dates ranging from June 15, 2022 – May 15, 2051. The total value of collateral is $1,076,318.
(c)	The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $246,710.
(d)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	13,078,196
Aggregate gross unrealized depreciation		(40,224,142	)
Net unrealized depreciation	$	(27,145,946	)
Federal income tax cost	$	150,765,718

See accompanying notes to the financial statements.

Ultra MidCap400

Schedule of Portfolio Investments

May 31, 2022

Futures Contracts Purchased

Ultra MidCap400 had the following open long futures contracts as of May 31, 2022:  

	Number of Contracts	Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
S&P Midcap 400 E-Mini Index	45	6/17/2022	USD	$	11,309,400	$	111,178

Swap Agreements^a

Ultra MidCap400 had the following open non-exchange traded total return swap agreements as of May 31, 2022:        

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/ the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/ the Counterparty ($)		Net Amounte ($)
	15,156,700	5/8/2023	Bank of America NA		1.23	%	S&P MidCap 400®		(2,482,114	)		2,386,301		95,813		—
	28,628,483	5/8/2023	BNP Paribas SA		1.28	%	S&P MidCap 400®		(7,239,855	)		7,132,301		107,554		—
	10,018,963	4/10/2023	Citibank NA		1.23	%	S&P MidCap 400®		(3,151,499	)		3,119,808		31,691		—
	12,689,859	3/7/2023	Goldman Sachs International		1.10	%	SPDR® S&P MidCap 400® ETF Trust		(4,429,808	)
	15,476,079	3/7/2023	Goldman Sachs International		1.33	%	S&P MidCap 400®		(2,381,366	)
	28,165,938								(6,811,174	)		6,701,299		109,875		—
	2,197,935	11/7/2022	Morgan Stanley & Co. International plc		1.38	%	S&P MidCap 400®		(40,433	)		36,127		4,306		—
	15,868,388	3/7/2023	Societe Generale		1.10	%	S&P MidCap 400®		(3,602,639	)		3,573,171		29,468		—
	22,205,684	3/7/2023	UBS AG		1.18	%	S&P MidCap 400®		(3,075,161	)		3,068,997		6,164		—
	122,242,091								(26,402,875	)
							Total Unrealized  Depreciation		(26,402,875	)

a The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

b Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

c Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

d The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

e Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations
USD	U.S. Dollar

See accompanying notes to the financial statements.

Ultra Nasdaq Biotechnology

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
COMMON STOCKS(a) - 86.1%
Biotechnology - 67.7%
4D Molecular Therapeutics, Inc.*		2,748		20,857
89bio, Inc.*		1,734		5,219
Abcam plc, ADR*(b)		2,146		31,890
AC Immune SA*(b)		6,864		21,553
ACADIA Pharmaceuticals, Inc.*		13,746		221,998
Achilles Therapeutics plc, ADR*(b)		3,334		8,335
Acumen Pharmaceuticals, Inc.*		3,461		12,252
Adaptimmune Therapeutics plc, ADR*(b)		11,735		16,898
Adicet Bio, Inc.*		3,347		39,562
ADMA Biologics, Inc.*		16,744		34,325
Adverum Biotechnologies, Inc.*		8,393		7,530
Aeglea BioTherapeutics, Inc.*		4,217		6,663
Aerovate Therapeutics, Inc.*(b)		2,087		25,357
Affimed NV*		12,766		39,575
Agios Pharmaceuticals, Inc.*		4,672		90,964
Akebia Therapeutics, Inc.*		14,961		5,534
Akero Therapeutics, Inc.*		2,994		25,868
Akouos, Inc.*		2,950		9,204
Alaunos Therapeutics, Inc.*		18,483		9,570
Alector, Inc.*		7,023		62,224
Aligos Therapeutics, Inc.*		3,380		4,360
Alkermes plc*		13,855		413,572
Allakos, Inc.*		4,644		13,932
Allogene Therapeutics, Inc.*		12,223		96,928
Allovir, Inc.*(b)		5,588		21,626
Alnylam Pharmaceuticals, Inc.*		10,279		1,293,098
Alpine Immune Sciences, Inc.*		2,499		23,241
Altimmune, Inc.*		3,401		17,209
ALX Oncology Holdings, Inc.*(b)		3,474		26,646
Amarin Corp. plc, ADR*		33,730		48,908
Amgen, Inc.		30,591		7,853,933
Amicus Therapeutics, Inc.*		23,947		182,476
AnaptysBio, Inc.*		2,364		44,892
Anavex Life Sciences Corp.*(b)		6,514		59,343
Annexon, Inc.*		3,281		10,302
Apellis Pharmaceuticals, Inc.*		8,357		346,398
Applied Molecular Transport, Inc.*		3,305		10,940
Applied Therapeutics, Inc.*		2,242		3,228
Arbutus Biopharma Corp.*		11,567		28,108
Arcturus Therapeutics Holdings, Inc.*(b)		2,254		44,810
Arcutis Biotherapeutics, Inc.*		4,308		89,951
Argenx SE, ADR*		2,360		729,948
Arrowhead Pharmaceuticals, Inc.*		9,018		300,840
Ascendis Pharma A/S, ADR*		4,742		400,746
Atara Biotherapeutics, Inc.*		7,954		41,361
Athenex, Inc.*		9,348		4,475
Aurinia Pharmaceuticals, Inc.*		12,113		136,635
Autolus Therapeutics plc, ADR*(b)		4,900		13,426
Avidity Biosciences, Inc.*		4,010		55,859
Avrobio, Inc.*		3,733		3,628
Beam Therapeutics, Inc.*		5,888		207,140
BeiGene Ltd., ADR*		4,257		584,146
BELLUS Health, Inc.*		9,099		72,246
Bicycle Therapeutics plc, ADR*(b)		2,176		34,794
BioAtla, Inc.*		3,064		7,384
BioCryst Pharmaceuticals, Inc.*		15,800		147,098
Biogen, Inc.*		12,567		2,513,400
BioMarin Pharmaceutical, Inc.*		15,733		1,182,020
Biomea Fusion, Inc.*		2,490		13,670
BioNTech SE, ADR*		7,535		1,230,918
Black Diamond Therapeutics, Inc.*		3,098		5,236
Bluebird Bio, Inc.*		5,995		19,184
Blueprint Medicines Corp.*		5,063		278,465
Bolt Biotherapeutics, Inc.*		3,188		5,420
Bridgebio Pharma, Inc.*		12,622		86,208
Brooklyn ImmunoTherapeutics, Inc.*		4,913		3,294
C4 Therapeutics, Inc.*(b)		4,198		30,477
Cabaletta Bio, Inc.*		2,423		3,101
Candel Therapeutics, Inc.*(b)		2,453		9,248
Caribou Biosciences, Inc.*		5,147		42,874
Cellectis SA, ADR*		1,719		6,223
Centessa Pharmaceuticals plc, ADR*(b)		1,661		7,474
Century Therapeutics, Inc.*(b)		4,672		40,600
ChemoCentryx, Inc.*		5,988		133,353
Chimerix, Inc.*		7,428		13,965
Chinook Therapeutics, Inc.*		4,524		68,674
Clovis Oncology, Inc.*		12,164		8,458
Codiak Biosciences, Inc.*		1,913		5,337
Cogent Biosciences, Inc.*(b)		3,918		18,062
Coherus Biosciences, Inc.*		6,608		48,503
Compass Pathways plc, ADR*(b)		1,984		18,035
Connect Biopharma Holdings Ltd., ADR*(b)		4,133		3,306
Cortexyme, Inc.*		2,572		6,661
Corvus Pharmaceuticals, Inc.*		3,980		4,099
Crinetics Pharmaceuticals, Inc.*		4,567		76,497
CRISPR Therapeutics AG*		6,593		382,724
Cullinan Oncology, Inc.*(b)		3,736		39,938
CureVac NV*(b)		15,995		300,706
Curis, Inc.*		7,837		5,991
Cyteir Therapeutics, Inc.*		3,025		5,747
Cytokinetics, Inc.*(b)		7,256		289,514
CytomX Therapeutics, Inc.*		5,580		8,984
Day One Biopharmaceuticals, Inc.*(b)		5,296		32,941
Decibel Therapeutics, Inc.*(b)		2,131		4,688
Deciphera Pharmaceuticals, Inc.*		5,662		61,376
Denali Therapeutics, Inc.*		10,504		255,142
Design Therapeutics, Inc.*		4,760		59,405
Dyne Therapeutics, Inc.*		4,406		21,193
Eagle Pharmaceuticals, Inc.*		1,104		51,557
Editas Medicine, Inc.*		5,859		66,734
Eiger BioPharmaceuticals, Inc.*		3,695		25,643
Enanta Pharmaceuticals, Inc.*		1,756		70,117
Epizyme, Inc.*		13,730		5,767
Erasca, Inc.*		10,368		56,195
Evelo Biosciences, Inc.*		4,571		9,599
Exelixis, Inc.*		27,330		500,959
Fate Therapeutics, Inc.*		8,246		190,483
FibroGen, Inc.*		7,953		78,258
Forma Therapeutics Holdings, Inc.*		4,054		23,067
Frequency Therapeutics, Inc.*		2,959		3,314
G1 Therapeutics, Inc.*(b)		3,652		17,749
Galapagos NV, ADR*(b)		1,054		57,981
Gamida Cell Ltd.*		5,071		11,055
Generation Bio Co.*		4,874		27,392
Genmab A/S, ADR*(b)		3,656		110,594
Geron Corp.*(b)		32,243		44,495
Gilead Sciences, Inc.		105,535		6,843,945
Global Blood Therapeutics, Inc.*		5,533		137,993

See accompanying notes to the financial statements.

Ultra Nasdaq Biotechnology

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Gossamer Bio, Inc.*		6,538		46,093
Gracell Biotechnologies, Inc., ADR*(b)		5,067		16,670
Graphite Bio, Inc.*		4,966		11,670
Grifols SA, ADR		9,884		127,306
Gritstone bio, Inc.*		5,814		11,744
Halozyme Therapeutics, Inc.*(b)		11,775		541,414
Harpoon Therapeutics, Inc.*		2,800		5,768
Homology Medicines, Inc.*		4,903		7,207
Horizon Therapeutics plc*		19,400		1,739,986
Humacyte, Inc.*(b)		8,808		47,827
Icosavax, Inc.*(b)		3,339		22,672
Ideaya Biosciences, Inc.*		3,292		36,706
IGM Biosciences, Inc.*(b)		2,226		37,352
I-Mab, ADR*(b)		4,236		36,853
Imago Biosciences, Inc.*(b)		2,869		46,363
Immuneering Corp., Class A*		2,218		9,937
Immunic, Inc.*		2,386		14,793
ImmunityBio, Inc.*(b)		34,016		127,900
ImmunoGen, Inc.*		18,858		69,020
Immunovant, Inc.*		9,953		42,201
Impel Pharmaceuticals, Inc.*		1,970		13,573
Incyte Corp.*		18,941		1,437,432
Infinity Pharmaceuticals, Inc.*		7,612		5,118
Inhibrx, Inc.*		3,349		43,771
Inovio Pharmaceuticals, Inc.*(b)		17,990		33,641
Insmed, Inc.*		10,168		191,362
Instil Bio, Inc.*(b)		11,025		66,205
Intellia Therapeutics, Inc.*		6,384		294,558
Intercept Pharmaceuticals, Inc.*(b)		2,527		45,739
Ionis Pharmaceuticals, Inc.*		12,116		442,476
Iovance Biotherapeutics, Inc.*		13,440		90,720
Ironwood Pharmaceuticals, Inc.*		13,621		153,509
iTeos Therapeutics, Inc.*		3,016		52,780
IVERIC bio, Inc.*		9,892		103,272
Janux Therapeutics, Inc.*		3,558		39,601
Jounce Therapeutics, Inc.*		4,382		16,958
KalVista Pharmaceuticals, Inc.*		2,092		18,598
Kamada Ltd.*(b)		3,830		17,273
Karuna Therapeutics, Inc.*		2,549		265,912
Karyopharm Therapeutics, Inc.*		6,471		40,638
Keros Therapeutics, Inc.*		2,001		67,634
Kezar Life Sciences, Inc.*		4,850		24,492
Kiniksa Pharmaceuticals Ltd., Class A*		2,916		22,337
Kinnate Biopharma, Inc.*		3,737		29,672
Kodiak Sciences, Inc.*		4,426		32,044
Kronos Bio, Inc.*		4,840		18,005
Krystal Biotech, Inc.*		2,156		126,945
Kura Oncology, Inc.*		5,696		74,959
Kymera Therapeutics, Inc.*		4,439		63,345
Larimar Therapeutics, Inc.*		1,514		3,906
Leap Therapeutics, Inc.*(b)		7,552		8,156
Legend Biotech Corp., ADR*		4,603		194,661
Lexicon Pharmaceuticals, Inc.*		12,732		22,536
Ligand Pharmaceuticals, Inc.*		1,441		128,119
Lyell Immunopharma, Inc.*(b)		20,563		85,131
MacroGenics, Inc.*		5,244		18,197
Madrigal Pharmaceuticals, Inc.*		1,463		97,129
Magenta Therapeutics, Inc.*		5,026		5,830
MannKind Corp.*(b)		21,532		90,004
MeiraGTx Holdings plc*		3,801		31,890
Mereo Biopharma Group plc, ADR*(b)		9,962		5,035
Mersana Therapeutics, Inc.*		8,294		27,702
Merus NV*(b)		3,718		69,006
Mirati Therapeutics, Inc.*		4,745		185,814
Mirum Pharmaceuticals, Inc.*		2,620		61,282
Moderna, Inc.*		33,920		4,929,594
Molecular Templates, Inc.*(b)		4,815		4,757
Monte Rosa Therapeutics, Inc.*(b)		3,977		30,782
Morphic Holding, Inc.*		3,173		74,375
Mustang Bio, Inc.*		8,738		5,637
Myriad Genetics, Inc.*		6,843		131,659
Neoleukin Therapeutics, Inc.*		3,628		3,628
Neurocrine Biosciences, Inc.*		8,144		761,383
NextCure, Inc.*		2,362		9,212
Nkarta, Inc.*		4,139		59,726
Novavax, Inc.*(b)		6,465		357,708
Nurix Therapeutics, Inc.*		3,826		38,604
Nuvalent, Inc., Class A*(b)		3,664		32,463
ObsEva SA*(b)		7,023		12,712
Olema Pharmaceuticals, Inc.*		3,450		9,867
Omega Therapeutics, Inc.*		4,085		9,273
Oncocyte Corp.*(b)		10,134		10,945
Oncorus, Inc.*		2,207		2,626
ORIC Pharmaceuticals, Inc.*		3,368		11,249
Ovid therapeutics, Inc.*(b)		5,823		9,841
Oyster Point Pharma, Inc.*(b)		2,277		8,949
Passage Bio, Inc.*		4,627		8,329
PMV Pharmaceuticals, Inc.*		3,881		45,641
Poseida Therapeutics, Inc.*		5,369		12,188
Praxis Precision Medicines, Inc.*		3,890		32,287
Precigen, Inc.*		17,678		23,689
Precision BioSciences, Inc.*		5,196		8,729
Prelude Therapeutics, Inc.*(b)		4,073		17,107
Prometheus Biosciences, Inc.*		3,330		86,780
ProQR Therapeutics NV*(b)		6,096		4,023
Protagonist Therapeutics, Inc.*		4,140		36,266
Prothena Corp. plc*		3,992		108,702
PTC Therapeutics, Inc.*		6,110		179,451
Puma Biotechnology, Inc.*		3,845		7,459
Radius Health, Inc.*		4,052		25,649
Rallybio Corp.*(b)		2,747		37,359
RAPT Therapeutics, Inc.*		2,527		37,197
Recursion Pharmaceuticals, Inc., Class A*(b)		13,641		83,483
Regeneron Pharmaceuticals, Inc.*		8,982		5,970,695
REGENXBIO, Inc.*		3,657		76,943
Relay Therapeutics, Inc.*		9,259		150,737
Repare Therapeutics, Inc.*(b)		3,569		32,763
Replimune Group, Inc.*		4,037		58,658
REVOLUTION Medicines, Inc.*		6,344		107,721
Rhythm Pharmaceuticals, Inc.*(b)		4,299		14,789
Rigel Pharmaceuticals, Inc.*		14,623		26,468
Rocket Pharmaceuticals, Inc.*		5,516		65,365
Rubius Therapeutics, Inc.*		7,670		8,437
SAB Biotherapeutics, Inc.*(b)		3,718		7,287
Sage Therapeutics, Inc.*		5,048		157,851
Sana Biotechnology, Inc.*(b)		16,180		83,003
Sangamo Therapeutics, Inc.*		12,482		45,559
Sarepta Therapeutics, Inc.*		7,446		542,218
Scholar Rock Holding Corp.*		3,002		15,070
Seagen, Inc.*		15,702		2,130,447
Selecta Biosciences, Inc.*		12,974		11,446
Sensei Biotherapeutics, Inc.*		2,616		4,970
Sera Prognostics, Inc., Class A*		2,505		3,482
Seres Therapeutics, Inc.*		7,854		24,347

See accompanying notes to the financial statements.

Ultra Nasdaq Biotechnology

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Sesen Bio, Inc.*		17,056		10,454
Shattuck Labs, Inc.*		3,613		10,333
Silverback Therapeutics, Inc.*		3,004		10,484
Solid Biosciences, Inc.*		9,432		5,376
Spectrum Pharmaceuticals, Inc.*		14,020		10,479
Spero Therapeutics, Inc.*		2,764		3,262
SpringWorks Therapeutics, Inc.*		4,219		79,908
Stoke Therapeutics, Inc.*		3,146		38,098
Summit Therapeutics, Inc.*(b)		8,356		11,113
Surface Oncology, Inc.*		4,670		8,639
Sutro Biopharma, Inc.*		3,966		17,252
Syndax Pharmaceuticals, Inc.*(b)		4,494		74,151
Syros Pharmaceuticals, Inc.*		5,297		4,352
Talaris Therapeutics, Inc.*		3,536		30,445
Taysha Gene Therapies, Inc.*		3,290		8,389
TCR2 Therapeutics, Inc.*		3,268		7,582
Tenaya Therapeutics, Inc.*(b)		3,530		23,651
Tonix Pharmaceuticals Holding Corp.*(b)		1,602		3,909
Travere Therapeutics, Inc.*		5,405		125,991
Turning Point Therapeutics, Inc.*		4,254		150,464
Twist Bioscience Corp.*(b)		4,798		163,324
Ultragenyx Pharmaceutical, Inc.*		5,933		278,258
uniQure NV*		3,973		57,052
United Therapeutics Corp.*		3,859		888,882
UroGen Pharma Ltd.*(b)		1,917		10,198
Vanda Pharmaceuticals, Inc.*		4,781		46,997
Vaxcyte, Inc.*		4,815		115,512
Veracyte, Inc.*(b)		6,090		107,062
Verastem, Inc.*		15,579		19,941
Vertex Pharmaceuticals, Inc.*		21,427		5,756,364
Verve Therapeutics, Inc.*(b)		4,119		62,444
Vir Biotechnology, Inc.*		11,313		291,989
Viracta Therapeutics, Inc.*(b)		3,198		6,780
Vor BioPharma, Inc.*		3,189		13,426
Werewolf Therapeutics, Inc.*		2,358		8,937
Xencor, Inc.*		5,077		113,369
Xenon Pharmaceuticals, Inc.*		4,411		116,230
Y-mAbs Therapeutics, Inc.*		3,732		46,426
Zai Lab Ltd., ADR*		6,051		176,084
Zentalis Pharmaceuticals, Inc.*		4,870		117,416
				63,458,070
Health Care Equipment & Supplies - 0.8%
Bioventus, Inc., Class A*		5,083		50,220
Novocure Ltd.*(b)		8,929		717,713
				767,933
Health Care Providers & Services - 0.6%
23andMe Holding Co.*(b)		18,057		54,171
Castle Biosciences, Inc.*		2,173		48,393
Guardant Health, Inc.*		8,708		356,854
PetIQ, Inc.*		2,491		42,745
				502,163
Life Sciences Tools & Services - 5.1%
AbCellera Biologics, Inc.*(b)		24,279		185,006
Absci Corp.*(b)		7,918		28,901
Adaptive Biotechnologies Corp.*		12,107		94,677
Alpha Teknova, Inc.*(b)		2,395		18,322
Codex DNA, Inc.*		2,506		9,974
Codexis, Inc.*		5,567		59,456
Compugen Ltd.*(b)		7,393		13,677
Harvard Bioscience, Inc.*		3,490		12,773
Illumina, Inc.*		10,601		2,538,727
Maravai LifeSciences Holdings, Inc., Class A*		11,252		350,500
MaxCyte, Inc.*(b)		8,588		39,591
Medpace Holdings, Inc.*		3,012		431,439
NanoString Technologies, Inc.*		3,904		61,059
Nautilus Biotechnology, Inc.*(b)		10,640		38,942
Pacific Biosciences of California, Inc.*		18,963		106,762
Personalis, Inc.*		3,844		15,222
Quantum-Si, Inc.*		10,046		42,695
Rapid Micro Biosystems, Inc., Class A*		2,946		14,759
Seer, Inc.*		4,876		43,299
Singular Genomics Systems, Inc.*(b)		6,162		20,026
Syneos Health, Inc.*		8,912		658,508
				4,784,315
Pharmaceuticals - 11.9%
Aclaris Therapeutics, Inc.*		5,240		67,020
Aerie Pharmaceuticals, Inc.*		4,138		21,435
Amphastar Pharmaceuticals, Inc.*		4,092		151,977
Aquestive Therapeutics, Inc.*(b)		3,434		3,413
Arvinas, Inc.*		4,536		189,106
AstraZeneca plc, ADR		50,254		3,340,886
ATAI Life Sciences NV*(b)		13,707		54,554
Atea Pharmaceuticals, Inc.*		7,117		56,082
Athira Pharma, Inc.*		3,194		29,002
Avadel Pharmaceuticals plc, ADR*(b)		5,011		11,074
Axsome Therapeutics, Inc.*		3,222		80,550
Cara Therapeutics, Inc.*		4,576		38,072
Clearside Biomedical, Inc.*		5,102		6,633
Collegium Pharmaceutical, Inc.*		2,854		44,579
Cymabay Therapeutics, Inc.*		7,240		14,190
Edgewise Therapeutics, Inc.*(b)		4,234		26,463
Endo International plc*		19,981		10,544
Esperion Therapeutics, Inc.*		5,372		30,620
Evolus, Inc.*		4,752		61,301
EyePoint Pharmaceuticals, Inc.*		2,904		28,024
Fulcrum Therapeutics, Inc.*(b)		3,467		24,685
Harmony Biosciences Holdings, Inc.*		5,034		219,482
Harrow Health, Inc.*(b)		2,300		16,629
HUTCHMED China Ltd., ADR*		4,900		51,548
Ikena Oncology, Inc.*		3,070		11,973
Innoviva, Inc.*(b)		5,949		90,246
Intra-Cellular Therapies, Inc.*		7,903		453,632
Jazz Pharmaceuticals plc*		5,256		786,718
KemPharm, Inc.*		2,993		13,858
Landos Biopharma, Inc.*		3,441		2,499
Marinus Pharmaceuticals, Inc.*		3,144		15,248
Nektar Therapeutics*		15,782		54,921
NGM Biopharmaceuticals, Inc.*		6,660		92,174
NRX Pharmaceuticals, Inc.*(b)		5,699		3,188
Ocular Therapeutix, Inc.*		6,563		20,542
Omeros Corp.*		5,348		13,263
Optinose, Inc.*(b)		7,029		14,445
Pacira BioSciences, Inc.*		3,835		242,564
Paratek Pharmaceuticals, Inc.*		4,292		8,112
Phathom Pharmaceuticals, Inc.*		3,341		23,955
Phibro Animal Health Corp., Class A		1,739		33,406
Pliant Therapeutics, Inc.*		3,086		17,374
Provention Bio, Inc.*(b)		5,419		22,326

See accompanying notes to the financial statements.

Ultra Nasdaq Biotechnology

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Rain Therapeutics, Inc.*		1,602		3,717
Rani Therapeutics Holdings, Inc., Class A*(b)		2,085		23,769
Reata Pharmaceuticals, Inc., Class A*		2,692		76,130
Redhill Biopharma Ltd., ADR*(b)		4,481		5,019
Relmada Therapeutics, Inc.*		2,371		44,551
Revance Therapeutics, Inc.*		6,110		83,585
Royalty Pharma plc, Class A		37,023		1,523,126
Sanofi, ADR(b)		23,655		1,259,629
SIGA Technologies, Inc.		6,338		69,338
Supernus Pharmaceuticals, Inc.*		4,548		126,753
Terns Pharmaceuticals, Inc.*		2,161		3,739
TherapeuticsMD, Inc.*(b)		727		7,219
Theravance Biopharma, Inc.*		6,387		56,078
Tricida, Inc.*(b)		4,713		39,306
Verrica Pharmaceuticals, Inc.*(b)		2,361		4,557
Viatris, Inc.		103,432		1,269,111
WaVe Life Sciences Ltd.*		5,031		7,043
Xeris Biopharma Holdings, Inc.*(b)		11,554		25,534
				11,126,517
TOTAL COMMON STOCKS (Cost $118,471,815)				80,638,998
Investments	Number of Rights		Value ($)
RIGHTS - 0.0%(c)
Biotechnology - 0.0%(c)
Achillion Pharmaceuticals, Inc., CVR*(d)(e) (Cost $11,641)		25,307		11,641
Investments	Shares		Value ($)
SECURITIES LENDING REINVESTMENTS(f) - 2.5%
INVESTMENT COMPANIES - 2.5%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $2,366,248)		2,366,248		2,366,248
Investments	Principal Amount ($)		Value ($)
SHORT-TERM INVESTMENTS - 9.3%
REPURCHASE AGREEMENTS(g) - 9.3%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $8,683,637 (Cost $8,683,464)		8,683,464		8,683,464
Total Investments - 97.9% (Cost $129,533,168)				91,700,351
Other assets less liabilities - 2.1%				1,984,742
Net Assets - 100.0%				93,685,093

*	Non-income producing security.
(a)	All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $33,127,644.
(b)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $3,413,879, collateralized in the form of cash with a value of $2,366,248 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $1,292,500 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% – 4.63%, and maturity dates ranging from June 15, 2022 – May 15, 2052. The total value of collateral is $3,658,748.
(c)	Represents less than 0.05% of net assets.
(d)	Security fair valued as of May 31, 2022 in accordance with procedures approved by the Board of Trustees. Total value of all such securities at May 31, 2022 amounted to $11,641, which represents approximately 0.01% of net assets of the Fund.
(e)	Illiquid security.
(f)	The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $2,366,248.
(g)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Abbreviations
ADR	American Depositary Receipt
CVR	Contingent Value Rights - No defined expiration

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	3,586,698
Aggregate gross unrealized depreciation		(94,764,936	)
Net unrealized depreciation	$	(91,178,238	)
Federal income tax cost	$	130,490,481

See accompanying notes to the financial statements.

Ultra Nasdaq Biotechnology

Schedule of Portfolio Investments

May 31, 2022

Swap Agreements^a

Ultra Nasdaq Biotechnology had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)	Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/ the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/ the Counterparty ($)		Net Amounte ($)
16,807,255	5/8/2023	Bank of America NA		0.98	%	NASDAQ Biotechnology Index®		(10,819,012	)		—		10,819,012		—
13,612,058	11/6/2023	BNP Paribas SA		1.13	%	NASDAQ Biotechnology Index®		(119,111	)		119,111		—		—
16,766,433	4/10/2023	Citibank NA		0.98	%	NASDAQ Biotechnology Index®		(11,346,311	)		—		11,346,311		—
18,878,010	3/7/2023	Goldman Sachs International		1.43	%	NASDAQ Biotechnology Index®		(10,086,401	)		2,108,500		7,977,901		—
3,733,296	11/7/2022	Morgan Stanley & Co. International plc		1.28	%	NASDAQ Biotechnology Index®		(1,476,525	)		329,744		1,146,781		—
24,823,080	3/7/2023	Societe Generale		1.18	%	NASDAQ Biotechnology Index®		(9,083,315	)		—		9,083,315		—
12,662,034	3/7/2023	UBS AG		0.83	%	NASDAQ Biotechnology Index®		(9,457,433	)		—		9,457,433		—
107,282,166								(52,388,108	)
						Total Unrealized Depreciation		(52,388,108	)

a	The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.
b	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
c	Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).
d	The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.
e	Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
COMMON STOCKS(a) - 71.1%
Aerospace & Defense - 0.5%
AAR Corp.*		1,798		86,700
Aerojet Rocketdyne Holdings, Inc.*		3,976		161,982
AeroVironment, Inc.*		1,193		109,708
AerSale Corp.*(b)		842		11,670
Astronics Corp.*		1,322		13,881
Byrna Technologies, Inc.*		990		7,979
Cadre Holdings, Inc.		332		8,363
Ducommun, Inc.*		580		26,477
Kaman Corp.		1,465		53,048
Kratos Defense & Security Solutions, Inc.*		6,509		93,860
Maxar Technologies, Inc.		3,857		115,170
Moog, Inc., Class A		1,534		124,852
National Presto Industries, Inc.		269		18,182
Park Aerospace Corp.		1,035		12,606
Parsons Corp.*		1,396		54,500
Triumph Group, Inc.*		3,375		51,638
Vectrus, Inc.*		611		21,886
				972,502
Air Freight & Logistics - 0.3%
Air Transport Services Group, Inc.*		3,129		94,559
Atlas Air Worldwide Holdings, Inc.*		1,523		106,168
Forward Air Corp.		1,417		132,050
Hub Group, Inc., Class A*		1,758		128,299
Radiant Logistics, Inc.*		2,106		13,963
				475,039
Airlines - 0.2%
Allegiant Travel Co.*		808		120,756
Frontier Group Holdings, Inc.*(b)		1,844		19,823
Hawaiian Holdings, Inc.*		2,677		47,517
Mesa Air Group, Inc.*		1,836		5,637
SkyWest, Inc.*		2,646		71,336
Spirit Airlines, Inc.*		5,211		109,170
Sun Country Airlines Holdings, Inc.*		1,708		40,394
				414,633
Auto Components - 0.9%
Adient plc*		5,026		177,870
American Axle & Manufacturing Holdings, Inc.*		5,981		48,506
Cooper-Standard Holdings, Inc.*		889		4,996
Dana, Inc.		7,710		127,678
Dorman Products, Inc.*		1,402		141,672
Fox Factory Holding Corp.*		2,239		183,643
Gentherm, Inc.*		1,770		122,024
Goodyear Tire & Rubber Co. (The)*		14,660		189,407
LCI Industries		1,312		156,810
Modine Manufacturing Co.*		2,657		31,406
Motorcar Parts of America, Inc.*		995		14,756
Patrick Industries, Inc.(b)		1,205		72,432
Standard Motor Products, Inc.		1,110		44,344
Stoneridge, Inc.*		1,379		28,518
Tenneco, Inc., Class A*		3,602		62,351
Visteon Corp.*		1,472		165,173
XL Fleet Corp.*		6,365		7,702
XPEL, Inc.*(c)		950		49,039
				1,628,327
Automobiles - 0.1%
Arcimoto, Inc.*(b)		1,516		6,064
Canoo, Inc.*(b)		5,643		18,904
Fisker, Inc.*(b)		8,655		89,839
Lordstown Motors Corp.*(b)		8,225		17,026
Winnebago Industries, Inc.		1,715		84,807
Workhorse Group, Inc.*(b)		8,172		25,251
				241,891
Banks - 6.6%
1st Source Corp.		884		41,566
Allegiance Bancshares, Inc.		1,003		40,371
Amalgamated Financial Corp.		727		15,798
Amerant Bancorp, Inc.		1,383		40,743
American National Bankshares, Inc.		546		19,443
Ameris Bancorp		3,536		161,206
Arrow Financial Corp.		732		24,251
Associated Banc-Corp.		7,886		163,240
Atlantic Union Bankshares Corp.		3,998		140,969
Banc of California, Inc.		2,904		55,873
BancFirst Corp.		908		82,383
Bancorp, Inc. (The)*		2,777		57,845
Bank First Corp.(b)		350		25,434
Bank of Marin Bancorp		814		26,781
Bank of NT Butterfield & Son Ltd. (The)		2,658		83,940
BankUnited, Inc.		4,540		189,136
Banner Corp.		1,808		105,063
Bar Harbor Bankshares		786		21,418
Berkshire Hills Bancorp, Inc.		2,593		67,703
Blue Ridge Bankshares, Inc.(b)		920		13,993
Brookline Bancorp, Inc.		4,068		57,644
Business First Bancshares, Inc.		1,009		22,329
Byline Bancorp, Inc.		1,320		32,974
Cadence Bank		9,583		256,154
Cambridge Bancorp		362		30,227
Camden National Corp.		770		34,080
Capital Bancorp, Inc.		418		9,798
Capital City Bank Group, Inc.		716		19,547
Capstar Financial Holdings, Inc.		1,083		22,559
Carter Bankshares, Inc.*		1,374		20,321
Cathay General Bancorp		3,854		158,438
CBTX, Inc.		977		27,766
Central Pacific Financial Corp.		1,447		34,931
Citizens & Northern Corp.		809		19,691
City Holding Co.		797		65,426
Civista Bancshares, Inc.		778		16,610
CNB Financial Corp.		853		21,436
Coastal Financial Corp.*		540		21,308
Columbia Banking System, Inc.		4,151		125,153
Community Bank System, Inc.		2,841		187,506
Community Trust Bancorp, Inc.		825		34,691
ConnectOne Bancorp, Inc.		1,973		54,376
CrossFirst Bankshares, Inc.*		2,446		32,850
Customers Bancorp, Inc.*		1,622		66,989
CVB Financial Corp.		7,258		179,853
Dime Community Bancshares, Inc.		1,781		55,995
Eagle Bancorp, Inc.		1,677		83,112
Eastern Bankshares, Inc.		9,115		177,469
Enterprise Bancorp, Inc.		488		16,480
Enterprise Financial Services Corp.		1,837		85,071
Equity Bancshares, Inc., Class A		721		23,440
Farmers National Banc Corp.		1,641		25,485
FB Financial Corp.		1,774		74,543

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Fidelity D&D Bancorp, Inc.(b)		213		8,392
Financial Institutions, Inc.		831		23,393
First Bancorp, Inc. (The)		544		16,467
First Bancorp/NC		1,822		68,270
First Bancorp/PR		10,546		157,452
First Bancshares, Inc. (The)		1,076		32,388
First Bank		827		11,826
First Busey Corp.		2,666		62,518
First Commonwealth Financial Corp.		4,988		69,882
First Community Bankshares, Inc.		882		25,402
First Financial Bancorp		4,916		103,138
First Financial Bankshares, Inc.(b)		6,892		284,226
First Financial Corp.		598		26,898
First Foundation, Inc.		2,659		59,960
First Internet Bancorp		490		18,939
First Interstate BancSystem, Inc., Class A		4,643		176,759
First Merchants Corp.		2,766		113,849
First Mid Bancshares, Inc.		881		33,170
First of Long Island Corp. (The)		1,187		22,577
Five Star Bancorp		659		17,154
Flushing Financial Corp.		1,544		35,666
Fulton Financial Corp.		8,428		133,584
German American Bancorp, Inc.		1,307		49,705
Glacier Bancorp, Inc.		5,846		283,005
Great Southern Bancorp, Inc.		538		31,930
Guaranty Bancshares, Inc.		420		15,313
Hancock Whitney Corp.		4,591		228,815
Hanmi Financial Corp.		1,621		37,834
HarborOne Bancorp, Inc.		2,499		35,711
HBT Financial, Inc.		540		9,391
Heartland Financial USA, Inc.		2,142		94,741
Heritage Commerce Corp.		3,092		35,465
Heritage Financial Corp.		1,837		47,946
Hilltop Holdings, Inc.		3,285		98,583
Home BancShares, Inc.		8,088		182,708
HomeStreet, Inc.		1,035		41,721
HomeTrust Bancshares, Inc.		799		21,445
Hope Bancorp, Inc.		6,137		89,477
Horizon Bancorp, Inc.		2,275		40,882
Independent Bank Corp.		2,435		202,836
Independent Bank Corp./MI		1,078		21,355
Independent Bank Group, Inc.		2,154		157,414
International Bancshares Corp.		2,853		119,626
Lakeland Bancorp, Inc.		3,238		50,254
Lakeland Financial Corp.		1,289		93,014
Live Oak Bancshares, Inc.		1,697		68,152
Macatawa Bank Corp.		1,391		12,895
Mercantile Bank Corp.		821		27,134
Meta Financial Group, Inc.		1,567		65,140
Metrocity Bankshares, Inc.		1,000		20,310
Metropolitan Bank Holding Corp.*		531		41,009
Mid Penn Bancorp, Inc.		751		20,630
Midland States Bancorp, Inc.		1,129		30,348
MidWestOne Financial Group, Inc.		753		22,914
MVB Financial Corp.		542		20,233
National Bank Holdings Corp., Class A		1,522		62,021
NBT Bancorp, Inc.		2,236		82,687
Nicolet Bankshares, Inc.*		646		51,590
Northrim Bancorp, Inc.		321		13,341
Northwest Bancshares, Inc.		6,487		83,617
OceanFirst Financial Corp.		3,086		62,245
OFG Bancorp		2,594		73,514
Old National Bancorp		15,609		248,183
Old Second Bancorp, Inc.		1,471		22,462
Origin Bancorp, Inc.		1,187		46,388
Orrstown Financial Services, Inc.		581		14,281
Pacific Premier Bancorp, Inc.		4,969		161,791
Park National Corp.		765		94,638
Peapack-Gladstone Financial Corp.		932		31,408
Peoples Bancorp, Inc.		1,352		38,640
Peoples Financial Services Corp.		377		19,917
Preferred Bank		722		49,464
Premier Financial Corp.		1,911		51,922
Primis Financial Corp.		1,282		17,307
QCR Holdings, Inc.		770		42,673
RBB Bancorp		743		15,945
Red River Bancshares, Inc.		241		12,375
Renasant Corp.		2,901		89,757
Republic Bancorp, Inc., Class A		491		22,561
Republic First Bancorp, Inc.*(b)		2,366		9,606
S&T Bancorp, Inc.		2,056		60,467
Sandy Spring Bancorp, Inc.		2,349		99,480
Seacoast Banking Corp. of Florida		2,905		99,467
ServisFirst Bancshares, Inc.		2,654		221,237
Sierra Bancorp		742		16,064
Silvergate Capital Corp., Class A*		1,498		117,593
Simmons First National Corp., Class A		6,593		169,506
SmartFinancial, Inc.		733		18,985
South Plains Financial, Inc.		550		13,596
Southern First Bancshares, Inc.*		394		17,769
Southside Bancshares, Inc.		1,653		66,665
SouthState Corp.		4,091		330,635
Stock Yards Bancorp, Inc.		1,281		75,579
Summit Financial Group, Inc.		597		16,346
Texas Capital Bancshares, Inc.*		2,685		151,783
Third Coast Bancshares, Inc.*		219		5,440
Tompkins Financial Corp.		748		57,005
Towne Bank		3,567		105,155
TriCo Bancshares		1,461		66,242
Triumph Bancorp, Inc.*		1,264		91,943
Trustmark Corp.		3,253		94,630
UMB Financial Corp.		2,324		214,621
United Bankshares, Inc.		6,995		262,732
United Community Banks, Inc.		5,552		174,499
Univest Financial Corp.		1,532		40,598
Valley National Bancorp		21,241		269,973
Veritex Holdings, Inc.		2,524		86,977
Washington Federal, Inc.		3,438		111,563
Washington Trust Bancorp, Inc.		911		45,732
WesBanco, Inc.		3,210		109,333
West Bancorp, Inc.		853		21,709
Westamerica Bancorp(b)		1,379		83,030
				12,025,941
Beverages - 0.3%
Celsius Holdings, Inc.*		2,866		192,280
Coca-Cola Consolidated, Inc.		246		138,983
Duckhorn Portfolio, Inc. (The)*		1,908		37,492
MGP Ingredients, Inc.		750		72,645
National Beverage Corp.		1,244		61,740
Primo Water Corp.		8,344		119,486
Zevia PBC, Class A*		543		1,330
				623,956
Biotechnology - 4.1%
2seventy bio, Inc.*		1,241		15,388

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
4D Molecular Therapeutics, Inc.*		1,486		11,279
89bio, Inc.*		520		1,565
ACADIA Pharmaceuticals, Inc.*		6,348		102,520
Acumen Pharmaceuticals, Inc.*		1,491		5,278
Adagio Therapeutics, Inc.*(b)		3,118		9,229
Adicet Bio, Inc.*		1,361		16,087
Adverum Biotechnologies, Inc.*		4,607		4,133
Aeglea BioTherapeutics, Inc.*		2,146		3,391
Aerovate Therapeutics, Inc.*(b)		689		8,371
Affimed NV*		6,151		19,068
Agenus, Inc.*		11,614		19,395
Agios Pharmaceuticals, Inc.*		2,864		55,762
Akebia Therapeutics, Inc.*		9,240		3,418
Akero Therapeutics, Inc.*		1,355		11,707
Akouos, Inc.*		1,277		3,984
Alaunos Therapeutics, Inc.*		11,104		5,750
Albireo Pharma, Inc.*		894		17,817
Aldeyra Therapeutics, Inc.*		2,573		7,951
Alector, Inc.*		3,089		27,369
Aligos Therapeutics, Inc.*		1,121		1,446
Alkermes plc*		8,502		253,785
Allakos, Inc.*		1,875		5,625
Allogene Therapeutics, Inc.*		3,603		28,572
Allovir, Inc.*		1,563		6,049
Alpine Immune Sciences, Inc.*		615		5,720
Altimmune, Inc.*		3,028		15,322
ALX Oncology Holdings, Inc.*		934		7,164
Amicus Therapeutics, Inc.*		13,945		106,261
AnaptysBio, Inc.*		1,023		19,427
Anavex Life Sciences Corp.*(b)		3,559		32,423
Anika Therapeutics, Inc.*		760		16,522
Annexon, Inc.*		1,637		5,140
Apellis Pharmaceuticals, Inc.*		3,726		154,443
Applied Molecular Transport, Inc.*		1,324		4,382
Applied Therapeutics, Inc.*		933		1,344
AquaBounty Technologies, Inc.*		3,467		5,166
Arbutus Biopharma Corp.*(b)		4,827		11,730
Arcellx, Inc.*		478		5,789
Arcturus Therapeutics Holdings, Inc.*(b)		1,124		22,345
Arcus Biosciences, Inc.*		2,379		45,082
Arcutis Biotherapeutics, Inc.*		1,467		30,631
Ardelyx, Inc.*		5,121		3,361
Arrowhead Pharmaceuticals, Inc.*		5,438		181,412
Atara Biotherapeutics, Inc.*		4,611		23,977
Athenex, Inc.*		4,581		2,193
Athersys, Inc.*		11,281		2,482
Atossa Therapeutics, Inc.*		6,205		6,033
Atreca, Inc., Class A*		1,375		2,310
Aura Biosciences, Inc.*		300		5,241
Avalo Therapeutics, Inc.*		3,293		1,186
Avid Bioservices, Inc.*		3,204		42,837
Avidity Biosciences, Inc.*		1,999		27,846
Avita Medical, Inc.*		1,280		7,296
Avrobio, Inc.*		2,006		1,950
Beam Therapeutics, Inc.*		2,719		95,654
Beyondspring, Inc.*		1,188		1,628
BioAtla, Inc.*		819		1,974
BioCryst Pharmaceuticals, Inc.*		9,541		88,827
Biohaven Pharmaceutical Holding Co. Ltd.*		2,946		423,429
Biomea Fusion, Inc.*		1,142		6,270
Bioxcel Therapeutics, Inc.*(b)		913		10,682
Black Diamond Therapeutics, Inc.*		1,206		2,038
Bluebird Bio, Inc.*		3,576		11,443
Blueprint Medicines Corp.*		3,096		170,280
Bolt Biotherapeutics, Inc.*		1,216		2,067
Bridgebio Pharma, Inc.*		5,619		38,378
Brooklyn ImmunoTherapeutics, Inc.*		1,567		1,051
C4 Therapeutics, Inc.*(b)		2,043		14,832
Cardiff Oncology, Inc.*		2,016		2,722
CareDx, Inc.*		2,683		67,477
Caribou Biosciences, Inc.*		2,694		22,441
Catalyst Pharmaceuticals, Inc.*		5,146		37,051
Celcuity, Inc.*		517		3,381
Celldex Therapeutics, Inc.*		2,448		57,577
CEL-SCI Corp.*		1,919		7,004
Century Therapeutics, Inc.*(b)		921		8,004
Cerevel Therapeutics Holdings, Inc.*(b)		2,159		56,415
ChemoCentryx, Inc.*		2,870		63,915
Chimerix, Inc.*		3,863		7,262
Chinook Therapeutics, Inc.*		2,143		32,531
Clene, Inc.*		1,082		2,359
Clovis Oncology, Inc.*(b)		6,005		4,175
Codiak Biosciences, Inc.*		839		2,341
Cogent Biosciences, Inc.*(b)		1,970		9,082
Coherus Biosciences, Inc.*		3,444		25,279
Cortexyme, Inc.*		1,055		2,732
Crinetics Pharmaceuticals, Inc.*		2,444		40,937
Cue Biopharma, Inc.*		1,628		6,300
Cullinan Oncology, Inc.*(b)		1,370		14,645
Curis, Inc.*		4,591		3,509
Cyteir Therapeutics, Inc.*		991		1,883
Cytokinetics, Inc.*		4,202		167,660
CytomX Therapeutics, Inc.*		3,423		5,511
Day One Biopharmaceuticals, Inc.*(b)		1,207		7,508
Deciphera Pharmaceuticals, Inc.*		2,109		22,862
Denali Therapeutics, Inc.*		4,822		117,126
DermTech, Inc.*(b)		1,282		8,512
Design Therapeutics, Inc.*		1,413		17,634
Dynavax Technologies Corp.*		5,720		67,839
Dyne Therapeutics, Inc.*		1,588		7,638
Eagle Pharmaceuticals, Inc.*		607		28,347
Editas Medicine, Inc.*		3,628		41,323
Eiger BioPharmaceuticals, Inc.*		1,704		11,826
Eliem Therapeutics, Inc.*		315		1,206
Emergent BioSolutions, Inc.*		2,596		85,564
Enanta Pharmaceuticals, Inc.*		1,040		41,527
Entrada Therapeutics, Inc.*		552		3,732
Epizyme, Inc.*		7,593		3,189
Erasca, Inc.*(b)		3,383		18,336
Evelo Biosciences, Inc.*		1,607		3,375
Exagen, Inc.*		541		2,705
Fate Therapeutics, Inc.*		4,302		99,376
FibroGen, Inc.*		4,561		44,880
Finch Therapeutics Group, Inc.*		394		934
Foghorn Therapeutics, Inc.*(b)		1,035		13,352
Forma Therapeutics Holdings, Inc.*		1,801		10,248
Forte Biosciences, Inc.*		597		788
Fortress Biotech, Inc.*		3,892		3,353
Frequency Therapeutics, Inc.*		1,710		1,915
G1 Therapeutics, Inc.*(b)		2,098		10,196
Gemini Therapeutics, Inc.*		1,157		1,481
Generation Bio Co.*		2,324		13,061
Geron Corp.*(b)		16,149		22,286

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Global Blood Therapeutics, Inc.*		3,290		82,053
Gossamer Bio, Inc.*		3,292		23,209
Graphite Bio, Inc.*		1,567		3,682
Greenwich Lifesciences, Inc.*		221		1,711
Gritstone bio, Inc.*		2,263		4,571
GT Biopharma, Inc.*		933		2,575
Halozyme Therapeutics, Inc.*		7,336		337,309
Harpoon Therapeutics, Inc.*		992		2,044
Heron Therapeutics, Inc.*(b)		4,896		16,157
Homology Medicines, Inc.*		2,220		3,263
Hookipa Pharma, Inc.*		1,013		1,742
Humanigen, Inc.*		2,584		5,633
iBio, Inc.*		11,458		2,761
Icosavax, Inc.*(b)		1,850		12,562
Ideaya Biosciences, Inc.*(b)		1,732		19,312
IGM Biosciences, Inc.*		438		7,350
Imago Biosciences, Inc.*(b)		1,064		17,194
Immuneering Corp., Class A*		998		4,471
Immunic, Inc.*		995		6,169
ImmunityBio, Inc.*(b)		3,678		13,829
ImmunoGen, Inc.*		11,400		41,724
Immunovant, Inc.*		2,151		9,120
Impel Pharmaceuticals, Inc.*		334		2,301
Infinity Pharmaceuticals, Inc.*		4,632		3,115
Inhibrx, Inc.*		1,484		19,396
Inovio Pharmaceuticals, Inc.*(b)		10,963		20,501
Inozyme Pharma, Inc.*(b)		763		2,815
Insmed, Inc.*		6,263		117,870
Instil Bio, Inc.*(b)		2,868		17,222
Intellia Therapeutics, Inc.*		3,701		170,764
Intercept Pharmaceuticals, Inc.*(b)		1,323		23,946
Ironwood Pharmaceuticals, Inc.*		7,788		87,771
iTeos Therapeutics, Inc.*		1,070		18,725
IVERIC bio, Inc.*		6,096		63,642
Janux Therapeutics, Inc.*		935		10,407
Jounce Therapeutics, Inc.*		1,745		6,753
KalVista Pharmaceuticals, Inc.*		1,190		10,579
Karuna Therapeutics, Inc.*		1,178		122,889
Karyopharm Therapeutics, Inc.*		3,800		23,864
Keros Therapeutics, Inc.*		828		27,986
Kezar Life Sciences, Inc.*		2,008		10,140
Kiniksa Pharmaceuticals Ltd., Class A*		1,546		11,842
Kinnate Biopharma, Inc.*		1,364		10,830
Kodiak Sciences, Inc.*		1,775		12,851
Kronos Bio, Inc.*		2,055		7,645
Krystal Biotech, Inc.*		1,065		62,707
Kura Oncology, Inc.*		3,363		44,257
Kymera Therapeutics, Inc.*		1,823		26,014
Lexicon Pharmaceuticals, Inc.*		3,708		6,563
Ligand Pharmaceuticals, Inc.*		797		70,861
Lineage Cell Therapeutics, Inc.*		6,648		8,310
Lyell Immunopharma, Inc.*(b)		7,867		32,569
MacroGenics, Inc.*		3,179		11,031
Madrigal Pharmaceuticals, Inc.*		621		41,228
Magenta Therapeutics, Inc.*		1,583		1,836
MannKind Corp.*(b)		13,084		54,691
MEI Pharma, Inc.*		6,774		3,227
MeiraGTx Holdings plc*		1,577		13,231
Mersana Therapeutics, Inc.*		3,786		12,645
MiMedx Group, Inc.*		5,886		23,014
MiNK Therapeutics, Inc.*		98		152
Mirum Pharmaceuticals, Inc.*		185		4,327
Molecular Templates, Inc.*(b)		1,960		1,936
Monte Rosa Therapeutics, Inc.*(b)		1,529		11,834
Morphic Holding, Inc.*		1,126		26,393
Mustang Bio, Inc.*		3,944		2,544
Myriad Genetics, Inc.*		4,217		81,135
Neoleukin Therapeutics, Inc.*		1,863		1,863
NexImmune, Inc.*		936		2,134
Nkarta, Inc.*		745		10,750
Nurix Therapeutics, Inc.*		1,658		16,729
Nuvalent, Inc., Class A*(b)		973		8,621
Ocugen, Inc.*(b)		9,791		23,205
Olema Pharmaceuticals, Inc.*		1,355		3,875
Omega Therapeutics, Inc.*		1,182		2,683
Oncocyte Corp.*		3,187		3,442
Oncorus, Inc.*		1,077		1,282
Oncternal Therapeutics, Inc.*		2,344		3,469
Organogenesis Holdings, Inc.*		3,672		20,600
ORIC Pharmaceuticals, Inc.*		1,675		5,595
Outlook Therapeutics, Inc.*(b)		6,038		6,944
Oyster Point Pharma, Inc.*(b)		598		2,350
Passage Bio, Inc.*		1,964		3,535
PMV Pharmaceuticals, Inc.*		1,388		16,323
Portage Biotech, Inc.*		259		2,590
Poseida Therapeutics, Inc.*		1,519		3,448
Praxis Precision Medicines, Inc.*		1,773		14,716
Precigen, Inc.*		5,022		6,729
Precision BioSciences, Inc.*		2,671		4,487
Prelude Therapeutics, Inc.*		577		2,423
Prometheus Biosciences, Inc.*		1,588		41,383
Protagonist Therapeutics, Inc.*		2,367		20,735
Prothena Corp. plc*		1,914		52,118
PTC Therapeutics, Inc.*		3,679		108,052
Puma Biotechnology, Inc.*		1,713		3,323
Pyxis Oncology, Inc.*		560		1,383
Radius Health, Inc.*		2,478		15,686
Rallybio Corp.*(b)		955		12,988
RAPT Therapeutics, Inc.*		1,129		16,619
Recursion Pharmaceuticals, Inc., Class A*		6,097		37,314
REGENXBIO, Inc.*		2,088		43,932
Relay Therapeutics, Inc.*		3,716		60,496
Reneo Pharmaceuticals, Inc.*		456		944
Replimune Group, Inc.*		1,599		23,233
REVOLUTION Medicines, Inc.*		3,152		53,521
Rhythm Pharmaceuticals, Inc.*(b)		2,335		8,032
Rigel Pharmaceuticals, Inc.*		9,052		16,384
Rocket Pharmaceuticals, Inc.*		2,181		25,845
Rubius Therapeutics, Inc.*		2,438		2,682
Sana Biotechnology, Inc.*(b)		4,582		23,506
Sangamo Therapeutics, Inc.*		6,293		22,969
Scholar Rock Holding Corp.*		1,492		7,490
Selecta Biosciences, Inc.*		4,883		4,308
Sensei Biotherapeutics, Inc.*		1,106		2,101
Sera Prognostics, Inc., Class A*		411		571
Seres Therapeutics, Inc.*		3,689		11,436
Sesen Bio, Inc.*		10,664		6,536
Shattuck Labs, Inc.*		1,412		4,038
Sigilon Therapeutics, Inc.*		801		607
Silverback Therapeutics, Inc.*		1,083		3,780
Solid Biosciences, Inc.*		3,153		1,797
Sorrento Therapeutics, Inc.*(b)		15,842		25,981
Spectrum Pharmaceuticals, Inc.*		8,638		6,456
Spero Therapeutics, Inc.*		1,283		1,514
SpringWorks Therapeutics, Inc.*		1,552		29,395
Spruce Biosciences, Inc.*		457		713

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
SQZ Biotechnologies Co.*		1,207		4,285
Stoke Therapeutics, Inc.*		1,006		12,183
Summit Therapeutics, Inc.*		1,396		1,857
Surface Oncology, Inc.*		1,869		3,458
Sutro Biopharma, Inc.*		2,292		9,970
Syndax Pharmaceuticals, Inc.*		2,591		42,752
Syros Pharmaceuticals, Inc.*		3,050		2,506
Talaris Therapeutics, Inc.*		1,128		9,712
Taysha Gene Therapies, Inc.*		1,204		3,070
TCR2 Therapeutics, Inc.*		1,619		3,756
Tenaya Therapeutics, Inc.*(b)		1,514		10,144
TG Therapeutics, Inc.*		6,878		30,401
Tonix Pharmaceuticals Holding Corp.*(b)		829		2,023
Travere Therapeutics, Inc.*		3,132		73,007
Trevena, Inc.*		8,660		2,700
Turning Point Therapeutics, Inc.*		2,445		86,480
Twist Bioscience Corp.*		2,935		99,907
Tyra Biosciences, Inc.*(b)		619		4,228
UroGen Pharma Ltd.*		1,033		5,496
Vanda Pharmaceuticals, Inc.*		2,902		28,527
Vaxart, Inc.*(b)		6,484		23,602
Vaxcyte, Inc.*		2,260		54,217
VBI Vaccines, Inc.*(b)		9,994		9,145
Vera Therapeutics, Inc.*(b)		730		10,614
Veracyte, Inc.*(b)		3,571		62,778
Verastem, Inc.*		9,138		11,697
Vericel Corp.*		2,458		66,735
Verve Therapeutics, Inc.*(b)		1,930		29,259
Vigil Neuroscience, Inc.*		352		1,024
Viking Therapeutics, Inc.*		3,627		8,052
Vincerx Pharma, Inc.*		865		1,410
Vir Biotechnology, Inc.*		3,185		82,205
Viracta Therapeutics, Inc.*		1,920		4,070
VistaGen Therapeutics, Inc.*(b)		10,282		11,824
Vor BioPharma, Inc.*		998		4,202
Werewolf Therapeutics, Inc.*		1,401		5,310
XBiotech, Inc.		805		4,428
Xencor, Inc.*		3,001		67,012
Xilio Therapeutics, Inc.*		398		1,194
XOMA Corp.*		317		5,773
Y-mAbs Therapeutics, Inc.*		1,855		23,076
Zentalis Pharmaceuticals, Inc.*		1,935		46,653
				7,474,022
Building Products - 1.0%
AAON, Inc.		2,221		119,001
American Woodmark Corp.*		875		45,570
Apogee Enterprises, Inc.		1,289		53,622
Caesarstone Ltd.		1,204		10,968
Cornerstone Building Brands, Inc.*		2,905		71,318
CSW Industrials, Inc.		801		85,002
Gibraltar Industries, Inc.*		1,736		72,495
Griffon Corp.		2,736		87,744
Insteel Industries, Inc.		990		40,996
JELD-WEN Holding, Inc.*		4,846		91,250
Masonite International Corp.*		1,267		116,349
PGT Innovations, Inc.*		3,054		61,385
Quanex Building Products Corp.		1,777		36,144
Resideo Technologies, Inc.*		7,666		181,071
Simpson Manufacturing Co., Inc.		2,310		250,289
UFP Industries, Inc.		3,193		246,500
View, Inc.*(b)		5,199		6,603
Zurn Water Solutions Corp.		6,437		185,514
				1,761,821
Capital Markets - 1.1%
Artisan Partners Asset Management, Inc., Class A		3,102		119,148
AssetMark Financial Holdings, Inc.*		967		20,201
Associated Capital Group, Inc., Class A		99		3,919
B Riley Financial, Inc.		1,072		58,263
BGC Partners, Inc., Class A		16,770		54,670
BlackRock Capital Investment Corp.		2		8
Blucora, Inc.*		2,591		45,835
Brightsphere Investment Group, Inc.		1,711		34,887
Cohen & Steers, Inc.		1,317		100,369
Cowen, Inc., Class A(b)		1,401		37,183
Diamond Hill Investment Group, Inc.		165		30,878
Donnelley Financial Solutions, Inc.*		1,561		48,563
Federated Hermes, Inc.		4,940		167,812
Focus Financial Partners, Inc., Class A*		3,445		129,876
GAMCO Investors, Inc., Class A(b)		267		5,489
GCM Grosvenor, Inc., Class A(b)		2,359		19,320
Greenhill & Co., Inc.		739		9,090
Hamilton Lane, Inc., Class A		1,848		128,528
Hercules Capital, Inc.		6		84
Houlihan Lokey, Inc.		2,713		233,155
Moelis & Co., Class A		3,238		151,927
Open Lending Corp., Class A*		5,527		72,735
Oppenheimer Holdings, Inc., Class A		484		17,284
Piper Sandler Cos.		930		122,565
PJT Partners, Inc., Class A		1,259		95,483
Prospect Capital Corp.		3		23
Pzena Investment Management, Inc., Class A		883		6,243
Sculptor Capital Management, Inc.		1,174		14,111
StepStone Group, Inc., Class A		2,434		66,351
StoneX Group, Inc.*		909		68,239
Value Line, Inc.(b)		47		3,319
Virtus Investment Partners, Inc.		390		75,137
WisdomTree Investments, Inc.		7,140		42,483
				1,983,178
Chemicals - 1.6%
AdvanSix, Inc.		1,446		66,993
American Vanguard Corp.		1,561		38,526
Amyris, Inc.*(b)		9,369		23,891
Aspen Aerogels, Inc.*		1,167		20,446
Avient Corp.		4,827		237,488
Balchem Corp.		1,714		213,273
Cabot Corp.		2,979		225,242
Chase Corp.		393		31,750
Danimer Scientific, Inc.*(b)		4,802		21,081
Ecovyst, Inc.		3,153		32,381
FutureFuel Corp.		1,369		9,843
GCP Applied Technologies, Inc.*		3,557		110,694
Hawkins, Inc.		1,017		36,775
HB Fuller Co.		2,810		199,735
Ingevity Corp.*		2,105		146,676
Innospec, Inc.		1,300		132,639
Intrepid Potash, Inc.*		532		35,043
Koppers Holdings, Inc.		1,099		29,783

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Kronos Worldwide, Inc.		1,184		22,555
Livent Corp.*(b)		8,586		272,949
Marrone Bio Innovations, Inc.*		5,365		6,277
Minerals Technologies, Inc.		1,764		116,883
Orion Engineered Carbons SA		3,219		62,159
PureCycle Technologies, Inc.*(b)		3,028		25,859
Quaker Chemical Corp.		719		112,452
Rayonier Advanced Materials, Inc.*		3,279		12,624
Schweitzer-Mauduit International, Inc.		1,659		44,992
Sensient Technologies Corp.		2,243		196,128
Stepan Co.		1,146		128,478
Tredegar Corp.		1,393		16,869
Trinseo plc		2,066		97,701
Tronox Holdings plc, Class A		6,077		109,447
Valhi, Inc.		124		5,751
Zymergen, Inc.*		4,254		6,041
				2,849,424
Commercial Services & Supplies - 1.3%
ABM Industries, Inc.		3,565		172,368
ACCO Brands Corp.		4,942		37,263
Aris Water Solution, Inc., Class A		1,029		21,022
Brady Corp., Class A		2,504		121,469
BrightView Holdings, Inc.*		2,515		32,695
Brink's Co. (The)		2,544		154,751
Casella Waste Systems, Inc., Class A*		2,603		186,323
CECO Environmental Corp.*		1,647		10,310
Cimpress plc*		936		40,791
CompX International, Inc.		92		2,036
CoreCivic, Inc., REIT*		6,362		81,879
Deluxe Corp.		2,255		53,962
Ennis, Inc.		1,348		24,466
GEO Group, Inc. (The), REIT*(b)		6,247		44,416
Harsco Corp.*		4,150		34,445
Healthcare Services Group, Inc.		3,974		68,233
Heritage-Crystal Clean, Inc.*		830		22,883
HNI Corp.		2,308		88,004
Interface, Inc.		3,087		44,422
KAR Auction Services, Inc.*		6,403		102,256
Kimball International, Inc., Class B		1,913		16,337
Matthews International Corp., Class A		1,635		52,909
MillerKnoll, Inc.		3,946		119,169
Montrose Environmental Group, Inc.*		1,386		56,147
NL Industries, Inc.		448		4,113
Pitney Bowes, Inc.		9,329		43,660
SP Plus Corp.*		1,223		39,087
Steelcase, Inc., Class A		4,550		55,783
Team, Inc.*		1,388		1,638
Tetra Tech, Inc.		2,866		386,824
UniFirst Corp.		797		130,262
Viad Corp.*		1,070		32,228
VSE Corp.		558		21,684
				2,303,835
Communications Equipment - 0.5%
ADTRAN, Inc.		2,593		48,048
Aviat Networks, Inc.*		582		17,064
CalAmp Corp.*		1,879		13,642
Calix, Inc.*		2,931		108,271
Cambium Networks Corp.*		573		8,188
Casa Systems, Inc.*		1,687		7,423
Clearfield, Inc.*		603		37,265
Comtech Telecommunications Corp.		1,364		17,064
Digi International, Inc.*		1,840		40,664
DZS, Inc.*		909		15,898
EMCORE Corp.*		1,959		6,465
Extreme Networks, Inc.*		6,757		67,029
Harmonic, Inc.*		4,807		46,291
Infinera Corp.*		9,699		55,575
Inseego Corp.*		4,518		9,307
KVH Industries, Inc.*		802		6,240
NETGEAR, Inc.*		1,535		29,242
NetScout Systems, Inc.*		3,715		127,536
Plantronics, Inc.*		2,259		89,185
Ribbon Communications, Inc.*		3,720		10,528
Viavi Solutions, Inc.*		12,201		176,549
				937,474
Construction & Engineering - 1.2%
Ameresco, Inc., Class A*		1,641		96,360
API Group Corp.*		10,706		186,820
Arcosa, Inc.		2,573		136,034
Argan, Inc.		796		31,832
Comfort Systems USA, Inc.		1,893		169,840
Concrete Pumping Holdings, Inc.*(b)		1,364		7,379
Construction Partners, Inc., Class A*		2,112		48,555
Dycom Industries, Inc.*		1,561		145,345
EMCOR Group, Inc.		2,826		298,510
Fluor Corp.*		7,528		212,515
Granite Construction, Inc.(b)		2,428		79,274
Great Lakes Dredge & Dock Corp.*		3,428		50,392
IES Holdings, Inc.*		461		14,240
Infrastructure and Energy Alternatives, Inc.*		1,449		11,780
INNOVATE Corp.*(b)		2,512		6,104
Matrix Service Co.*		1,395		8,412
MYR Group, Inc.*		873		79,976
Northwest Pipe Co.*		519		17,340
NV5 Global, Inc.*		695		85,610
Primoris Services Corp.		2,835		68,834
Sterling Construction Co., Inc.*		1,479		36,398
Tutor Perini Corp.*		2,183		22,136
WillScot Mobile Mini Holdings Corp.*		11,060		395,174
				2,208,860
Construction Materials - 0.1%
Summit Materials, Inc., Class A*		6,297		171,971
United States Lime & Minerals, Inc.		99		11,773
				183,744
Consumer Finance - 0.5%
Atlanticus Holdings Corp.*		254		9,883
Curo Group Holdings Corp.		1,120		9,744
Encore Capital Group, Inc.*		1,307		79,871
Enova International, Inc.*		1,924		60,760
EZCORP, Inc., Class A*		2,654		20,117
FirstCash Holdings, Inc.		2,099		156,690
Green Dot Corp., Class A*		2,834		81,733
LendingClub Corp.*		5,314		83,536
LendingTree, Inc.*		616		38,876
Navient Corp.		8,016		128,256
Nelnet, Inc., Class A		902		76,390

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Oportun Financial Corp.*		1,125		12,668
PRA Group, Inc.*		2,301		85,137
PROG Holdings, Inc.*		3,001		87,599
Regional Management Corp.		400		19,032
World Acceptance Corp.*		228		33,760
				984,052
Containers & Packaging - 0.2%
Greif, Inc., Class A		1,364		81,117
Greif, Inc., Class B		315		18,651
Myers Industries, Inc.		1,913		45,529
O-I Glass, Inc.*		8,288		136,338
Pactiv Evergreen, Inc.		2,283		23,492
Ranpak Holdings Corp.*		1,995		24,858
TriMas Corp.		2,296		64,701
				394,686
Distributors - 0.0%(d)
Funko, Inc., Class A*		1,418		28,885
Greenlane Holdings, Inc., Class A*		967		285
				29,170
Diversified Consumer Services - 0.4%
2U, Inc.*(b)		3,850		35,882
Adtalem Global Education, Inc.*		2,624		85,595
American Public Education, Inc.*		986		13,745
Carriage Services, Inc.		811		32,740
Coursera, Inc.*		3,872		65,476
European Wax Center, Inc., Class A(b)		696		18,444
Graham Holdings Co., Class B		202		123,830
Laureate Education, Inc., Class A		5,267		67,049
OneSpaWorld Holdings Ltd.*(b)		2,836		26,658
Perdoceo Education Corp.*		3,730		40,694
PowerSchool Holdings, Inc., Class A*		2,270		29,033
Regis Corp.*		2,259		1,735
StoneMor, Inc.*		1,703		5,841
Strategic Education, Inc.		1,288		84,776
Stride, Inc.*(b)		2,202		86,120
Udemy, Inc.*		742		10,945
Vivint Smart Home, Inc.*		4,851		28,912
WW International, Inc.*		2,797		19,831
				777,306
Diversified Financial Services - 0.1%
Alerus Financial Corp.		799		20,295
A-Mark Precious Metals, Inc.		472		35,886
Banco Latinoamericano de Comercio Exterior SA, Class E		1,639		24,372
Cannae Holdings, Inc.*		4,489		90,992
				171,545
Diversified Telecommunication Services - 0.4%
Anterix, Inc.*		616		26,359
ATN International, Inc.		598		26,366
Bandwidth, Inc., Class A*(b)		1,220		25,669
Cogent Communications Holdings, Inc.		2,258		136,361
Consolidated Communications Holdings, Inc.*		3,860		25,553
EchoStar Corp., Class A*		1,973		47,411
Globalstar, Inc.*(b)		32,187		45,062
IDT Corp., Class B*		767		21,139
Iridium Communications, Inc.*		6,265		232,494
Liberty Latin America Ltd., Class A*		2,150		20,446
Liberty Latin America Ltd., Class C*		8,200		77,982
Ooma, Inc.*		1,184		16,623
Radius Global Infrastructure, Inc.*		3,819		56,903
Telesat Corp.*		385		6,441
				764,809
Electric Utilities - 0.5%
ALLETE, Inc.		2,788		172,912
MGE Energy, Inc.		1,929		153,105
Otter Tail Corp.		2,182		142,681
PNM Resources, Inc.		4,544		215,976
Portland General Electric Co.		4,766		234,725
Via Renewables, Inc.(b)		633		5,362
				924,761
Electrical Equipment - 0.7%
Advent Technologies Holdings, Inc.*		1,698		2,309
Allied Motion Technologies, Inc.		636		15,607
American Superconductor Corp.*		1,471		7,855
Array Technologies, Inc.*		6,767		74,978
Atkore, Inc.*		2,378		259,012
AZZ, Inc.		1,300		58,188
Babcock & Wilcox Enterprises, Inc.*		2,948		19,309
Beam Global*		468		6,688
Blink Charging Co.*(b)		1,935		30,824
Bloom Energy Corp., Class A*(b)		7,534		131,996
Encore Wire Corp.		1,051		131,396
EnerSys		2,198		148,849
Eos Energy Enterprises, Inc.*		2,360		3,257
FTC Solar, Inc.*(b)		2,165		8,768
FuelCell Energy, Inc.*(b)		19,619		80,438
GrafTech International Ltd.		10,635		92,312
Powell Industries, Inc.		475		12,768
Preformed Line Products Co.		163		10,104
Romeo Power, Inc.*		5,184		4,073
Stem, Inc.*		6,045		52,229
Thermon Group Holdings, Inc.*		1,747		27,498
TPI Composites, Inc.*		1,921		26,491
Vicor Corp.*		1,124		75,645
				1,280,594
Electronic Equipment, Instruments & Components - 1.7%
908 Devices, Inc.*(b)		1,111		15,465
Advanced Energy Industries, Inc.		2,008		163,572
Aeva Technologies, Inc.*(b)		5,619		18,262
Akoustis Technologies, Inc.*(b)		2,726		10,904
Arlo Technologies, Inc.*		4,474		31,676
Badger Meter, Inc.		1,552		122,825
Belden, Inc.		2,347		135,140
Benchmark Electronics, Inc.		1,865		47,539
CTS Corp.		1,699		69,098
Daktronics, Inc.*		1,966		6,567
ePlus, Inc.*		1,415		80,287
Fabrinet*		1,962		170,439
FARO Technologies, Inc.*		967		31,157
Identiv, Inc.*		1,142		14,606
II-VI, Inc.*(b)		5,622		351,375
Insight Enterprises, Inc.*		1,833		181,137
Iteris, Inc.*		2,244		6,171
Itron, Inc.*		2,395		123,606
Kimball Electronics, Inc.*		1,279		24,314
Knowles Corp.*		4,673		89,815
Luna Innovations, Inc.*		1,637		9,888

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Methode Electronics, Inc.		1,962		88,388
MicroVision, Inc.*(b)		8,710		31,356
Napco Security Technologies, Inc.*		1,536		30,121
nLight, Inc.*		2,316		28,417
Novanta, Inc.*		1,872		230,181
OSI Systems, Inc.*		882		74,018
Ouster, Inc.*(b)		6,753		14,857
PAR Technology Corp.*(b)		1,349		50,696
PC Connection, Inc.		596		26,647
Plexus Corp.*		1,490		126,352
Rogers Corp.*		995		264,053
Sanmina Corp.*		3,324		145,890
ScanSource, Inc.*		1,337		51,795
TTM Technologies, Inc.*		5,532		79,052
Velodyne Lidar, Inc.*		4,052		6,848
Vishay Intertechnology, Inc.		7,069		144,490
Vishay Precision Group, Inc.*		656		19,942
				3,116,946
Energy Equipment & Services - 1.0%
Archrock, Inc.		7,167		71,885
Bristow Group, Inc.*		1,255		39,896
Cactus, Inc., Class A		2,942		154,220
ChampionX Corp.		10,735		249,804
DMC Global, Inc.*		1,010		27,947
Dril-Quip, Inc.*		1,859		58,447
Expro Group Holdings NV*		2,458		33,601
Helix Energy Solutions Group, Inc.*		7,594		35,236
Helmerich & Payne, Inc.		5,466		275,213
Liberty Energy, Inc., Class A*		4,912		79,918
Nabors Industries Ltd.*		380		63,373
National Energy Services Reunited Corp.*		2,016		15,039
Newpark Resources, Inc.*		4,784		20,571
NexTier Oilfield Solutions, Inc.*		9,169		99,942
Oceaneering International, Inc.*		5,282		67,187
Oil States International, Inc.*		3,214		24,876
Patterson-UTI Energy, Inc.		9,887		188,644
ProPetro Holding Corp.*		4,570		59,639
RPC, Inc.*		3,578		33,490
Select Energy Services, Inc., Class A*		3,371		28,552
Solaris Oilfield Infrastructure, Inc., Class A		1,655		22,309
TETRA Technologies, Inc.*		6,508		32,670
Tidewater, Inc.*		2,175		55,354
US Silica Holdings, Inc.*		3,900		68,952
				1,806,765
Entertainment - 0.4%
AMC Entertainment Holdings, Inc., Class A*(b)		27,364		392,400
Chicken Soup For The Soul Entertainment, Inc.*		556		3,692
Cinemark Holdings, Inc.*		5,714		97,024
CuriosityStream, Inc.*		1,374		2,075
Eros STX Global Corp.*(b)		839		1,661
IMAX Corp.*		2,647		45,846
Liberty Media Corp.-Liberty Braves, Class A*		528		13,401
Liberty Media Corp.-Liberty Braves, Class C*		1,937		47,553
Lions Gate Entertainment Corp., Class A*		3,086		31,570
Lions Gate Entertainment Corp., Class B*		6,264		58,819
LiveOne, Inc.*		3,223		2,707
Madison Square Garden Entertainment Corp.*(b)		1,380		93,550
Marcus Corp. (The)*		1,214		19,023
				809,321
Equity Real Estate Investment Trusts (REITs) - 5.0%
Acadia Realty Trust		4,608		90,593
Agree Realty Corp.(b)		3,730		259,496
Alexander & Baldwin, Inc.		3,845		78,438
Alexander's, Inc.		103		24,952
American Assets Trust, Inc.		2,656		90,570
Apartment Investment and Management Co., Class A*		8,012		50,315
Apple Hospitality REIT, Inc.		11,368		189,959
Armada Hoffler Properties, Inc.		3,535		48,712
Ashford Hospitality Trust, Inc.*		903		5,093
Braemar Hotels & Resorts, Inc.		3,021		17,522
Brandywine Realty Trust		9,000		100,350
Broadstone Net Lease, Inc.		8,344		176,476
BRT Apartments Corp.		602		13,792
CareTrust REIT, Inc.		5,119		94,855
CatchMark Timber Trust, Inc., Class A		2,592		30,560
Centerspace REIT		758		62,899
Chatham Lodging Trust*		2,530		32,232
City Office REIT, Inc.		2,264		31,560
Clipper Realty, Inc.		650		5,499
Community Healthcare Trust, Inc.		1,270		47,854
Corporate Office Properties Trust		5,998		165,785
CTO Realty Growth, Inc.		319		21,019
DiamondRock Hospitality Co.*		11,107		114,291
DigitalBridge Group, Inc.*		25,728		154,883
Diversified Healthcare Trust		12,580		28,557
Easterly Government Properties, Inc.		4,599		90,278
EastGroup Properties, Inc.		2,148		347,009
Empire State Realty Trust, Inc., Class A(b)		7,594		60,752
Equity Commonwealth*		5,773		157,314
Essential Properties Realty Trust, Inc.		6,421		146,913
Farmland Partners, Inc.		1,517		22,785
Four Corners Property Trust, Inc.		4,096		112,927
Franklin Street Properties Corp.		5,381		24,322
Getty Realty Corp.		2,154		60,183
Gladstone Commercial Corp.		1,964		39,850
Gladstone Land Corp.		1,658		44,501
Global Medical REIT, Inc.		3,172		41,236
Global Net Lease, Inc.		5,530		80,019
Healthcare Realty Trust, Inc.(b)		7,824		227,444
Hersha Hospitality Trust*		1,715		18,831
Independence Realty Trust, Inc.		11,729		275,749
Indus Realty Trust, Inc.		311		19,347
Industrial Logistics Properties Trust		3,450		52,647
Innovative Industrial Properties, Inc.		1,228		163,385
iStar, Inc.		3,566		62,048
Kite Realty Group Trust		11,516		241,375
LTC Properties, Inc.		2,066		80,037
LXP Industrial Trust(b)		14,817		171,285
Macerich Co. (The)		11,335		133,186
National Health Investors, Inc.		2,322		137,346

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
National Storage Affiliates Trust		4,312		226,164
Necessity Retail REIT, Inc. (The)		6,585		52,548
NETSTREIT Corp.(b)		2,102		44,205
NexPoint Residential Trust, Inc.		1,191		87,515
Office Properties Income Trust		2,535		54,021
One Liberty Properties, Inc.		856		23,480
Outfront Media, Inc.		7,727		159,408
Paramount Group, Inc.		9,894		89,640
Pebblebrook Hotel Trust		6,895		155,206
Phillips Edison & Co., Inc.		6,052		204,195
Physicians Realty Trust		11,691		216,868
Piedmont Office Realty Trust, Inc., Class A		6,584		97,048
Plymouth Industrial REIT, Inc.		1,656		33,633
Postal Realty Trust, Inc., Class A		886		14,087
PotlatchDeltic Corp.		3,505		183,872
Preferred Apartment Communities, Inc., Class A		2,763		68,909
PS Business Parks, Inc.		1,066		200,014
Retail Opportunity Investments Corp.		6,299		113,823
RLJ Lodging Trust		8,778		117,889
RPT Realty		4,445		54,096
Ryman Hospitality Properties, Inc.*		2,855		254,923
Sabra Health Care REIT, Inc.		12,109		170,010
Safehold, Inc.		1,101		49,380
Saul Centers, Inc.		622		30,515
Seritage Growth Properties, Class A*(b)		1,977		15,875
Service Properties Trust		8,712		55,147
SITE Centers Corp.		9,191		144,483
STAG Industrial, Inc.		9,508		316,616
Summit Hotel Properties, Inc.*		5,498		48,053
Sunstone Hotel Investors, Inc.*		11,563		138,409
Tanger Factory Outlet Centers, Inc.		5,428		95,044
Terreno Realty Corp.		3,917		237,801
UMH Properties, Inc.		2,323		45,740
Uniti Group, Inc.(b)		10,453		118,537
Universal Health Realty Income Trust		678		36,388
Urban Edge Properties		6,146		115,852
Urstadt Biddle Properties, Inc., Class A		1,577		27,755
Veris Residential, Inc.*		4,656		74,915
Washington REIT		4,486		108,965
Whitestone REIT		2,443		30,024
Xenia Hotels & Resorts, Inc.*		6,043		111,131
				9,169,215
Food & Staples Retailing - 0.8%
Andersons, Inc. (The)		1,663		62,545
BJ's Wholesale Club Holdings, Inc.*		7,263		420,310
Chefs' Warehouse, Inc. (The)*		1,661		59,348
HF Foods Group, Inc.*		1,982		10,524
Ingles Markets, Inc., Class A		742		66,083
MedAvail Holdings, Inc.*		631		1,079
Natural Grocers by Vitamin Cottage, Inc.		484		8,548
Performance Food Group Co.*		8,045		348,670
PriceSmart, Inc.		1,300		102,219
Rite Aid Corp.*(b)		2,940		16,376
SpartanNash Co.		1,905		65,551
Sprouts Farmers Market, Inc.*		5,982		162,052
United Natural Foods, Inc.*		3,056		129,605
Village Super Market, Inc., Class A		451		10,707
Weis Markets, Inc.		870		63,962
				1,527,579
Food Products - 0.8%
AppHarvest, Inc.*(b)		3,700		11,692
B&G Foods, Inc.		3,400		76,874
Calavo Growers, Inc.		909		30,951
Cal-Maine Foods, Inc.		2,160		103,097
Fresh Del Monte Produce, Inc.		1,782		45,512
Hostess Brands, Inc.*		7,319		155,529
J & J Snack Foods Corp.		781		100,140
John B Sanfilippo & Son, Inc.		473		36,128
Laird Superfood, Inc.*		324		774
Lancaster Colony Corp.		1,000		121,900
Landec Corp.*		1,383		13,138
Limoneira Co.		833		9,938
Mission Produce, Inc.*		1,968		26,312
Sanderson Farms, Inc.		1,070		213,465
Seneca Foods Corp., Class A*		315		17,908
Simply Good Foods Co. (The)*		4,514		180,379
Sovos Brands, Inc.*		1,359		19,189
Tattooed Chef, Inc.*(b)		2,511		18,180
Tootsie Roll Industries, Inc.		836		27,647
TreeHouse Foods, Inc.*		2,754		113,244
Utz Brands, Inc.(b)		3,165		44,310
Vita Coco Co., Inc. (The)*(b)		592		7,258
Vital Farms, Inc.*(b)		1,301		12,880
Whole Earth Brands, Inc.*		1,977		13,523
				1,399,968
Gas Utilities - 0.9%
Brookfield Infrastructure Corp., Class A(b)		3,367		237,542
Chesapeake Utilities Corp.		912		121,816
New Jersey Resources Corp.		5,126		235,386
Northwest Natural Holding Co.		1,622		88,058
ONE Gas, Inc.		2,800		243,656
South Jersey Industries, Inc.		5,464		190,420
Southwest Gas Holdings, Inc.		3,497		325,676
Spire, Inc.		2,685		210,235
				1,652,789
Health Care Equipment & Supplies - 2.4%
Accelerate Diagnostics, Inc.*		1,746		1,062
Accuray, Inc.*		4,877		10,144
Acutus Medical, Inc.*		1,006		697
Alphatec Holdings, Inc.*		3,753		28,823
AngioDynamics, Inc.*		1,988		39,024
Apyx Medical Corp.*		1,635		9,924
Artivion, Inc.*		2,013		39,374
Asensus Surgical, Inc.*		12,399		4,860
Aspira Women's Health, Inc.*		3,844		2,268
AtriCure, Inc.*		2,373		96,415
Atrion Corp.		76		47,788
Avanos Medical, Inc.*		2,549		73,131
Axogen, Inc.*		2,046		19,785
Axonics, Inc.*		2,433		121,650
BioLife Solutions, Inc.*		551		7,560
Bioventus, Inc., Class A*		1,493		14,751
Butterfly Network, Inc.*(b)		7,090		21,625
Cardiovascular Systems, Inc.*		2,103		34,195
Cerus Corp.*		8,916		44,134
ClearPoint Neuro, Inc.*		1,003		10,993
CONMED Corp.		1,540		179,087
CryoPort, Inc.*		2,150		54,718

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Cue Health, Inc.*(b)		769		4,068
Cutera, Inc.*		936		42,111
CVRx, Inc.*		596		3,701
CytoSorbents Corp.*		2,177		4,202
DarioHealth Corp.*		717		4,768
Eargo, Inc.*		1,591		2,466
Glaukos Corp.*		2,411		98,441
Haemonetics Corp.*		2,667		168,714
Heska Corp.*		525		52,390
Inari Medical, Inc.*		1,828		120,282
Inogen, Inc.*		1,055		27,092
Integer Holdings Corp.*		1,739		138,737
Invacare Corp.*		1,781		1,663
iRadimed Corp.		331		10,820
iRhythm Technologies, Inc.*		1,566		220,571
Lantheus Holdings, Inc.*		3,576		245,028
LeMaitre Vascular, Inc.		1,002		45,811
LivaNova plc*		2,833		192,842
Lucid Diagnostics, Inc.*		261		548
Meridian Bioscience, Inc.*		2,256		62,040
Merit Medical Systems, Inc.*		2,728		167,472
Mesa Laboratories, Inc.		258		53,987
Natus Medical, Inc.*		1,784		58,497
Neogen Corp.*		5,711		151,113
Neuronetics, Inc.*		1,344		3,602
NeuroPace, Inc.*		381		2,374
Nevro Corp.*		1,840		80,187
NuVasive, Inc.*		2,741		157,361
Omnicell, Inc.*		2,323		258,225
OraSure Technologies, Inc.*		3,787		15,716
Orthofix Medical, Inc.*		1,006		27,655
OrthoPediatrics Corp.*		736		33,981
Outset Medical, Inc.*		2,483		54,129
Paragon 28, Inc.*(b)		475		8,512
PAVmed, Inc.*		3,844		3,882
PROCEPT BioRobotics Corp.*(b)		383		14,983
Pulmonx Corp.*		1,380		25,199
Pulse Biosciences, Inc.*		737		1,644
Quotient Ltd.*		4,212		1,622
Retractable Technologies, Inc.*		918		4,250
RxSight, Inc.*(b)		934		12,758
SeaSpine Holdings Corp.*		1,686		13,943
Senseonics Holdings, Inc.*(b)		22,914		26,580
Shockwave Medical, Inc.*		1,785		293,115
SI-BONE, Inc.*		1,727		25,819
Sientra, Inc.*		3,078		2,986
Sight Sciences, Inc.*		1,184		10,171
Silk Road Medical, Inc.*		1,822		60,527
STAAR Surgical Co.*		2,520		166,169
Stereotaxis, Inc.*		2,629		5,284
Surmodics, Inc.*		722		28,324
Tactile Systems Technology, Inc.*		1,010		10,262
Talis Biomedical Corp.*		784		823
TransMedics Group, Inc.*		1,376		40,138
Treace Medical Concepts, Inc.*		1,590		26,537
UFP Technologies, Inc.*		370		28,287
Utah Medical Products, Inc.		180		15,505
Vapotherm, Inc.*		1,206		3,895
Varex Imaging Corp.*		2,031		46,794
ViewRay, Inc.*		7,964		23,016
Zynex, Inc.		1,189		8,668
				4,282,295
Health Care Providers & Services - 2.1%
1Life Healthcare, Inc.*		6,098		51,650
Accolade, Inc.*		2,705		17,366
AdaptHealth Corp.*		3,796		68,290
Addus HomeCare Corp.*		812		67,802
Agiliti, Inc.*		1,246		24,073
AirSculpt Technologies, Inc.*		347		3,061
Alignment Healthcare, Inc.*		4,206		44,920
AMN Healthcare Services, Inc.*		2,502		242,444
Apollo Medical Holdings, Inc.*		2,001		75,118
Aveanna Healthcare Holdings, Inc.*		2,088		6,431
Biodesix, Inc.*		740		1,095
Brookdale Senior Living, Inc.*		9,812		55,928
Castle Biosciences, Inc.*		1,129		25,143
Community Health Systems, Inc.*		6,589		34,526
CorVel Corp.*		458		68,315
Covetrus, Inc.*		5,489		114,281
Cross Country Healthcare, Inc.*		1,911		33,729
Ensign Group, Inc. (The)		2,790		226,464
Fulgent Genetics, Inc.*		1,107		60,343
Hanger, Inc.*		1,990		31,422
HealthEquity, Inc.*		4,332		271,097
InfuSystem Holdings, Inc.*		957		9,254
Innovage Holding Corp.*(b)		972		4,714
Invitae Corp.*		10,616		38,961
Joint Corp. (The)*		732		12,210
LHC Group, Inc.*		1,623		270,489
LifeStance Health Group, Inc.*(b)		3,812		28,399
MEDNAX, Inc.*		4,040		78,053
ModivCare, Inc.*		665		63,461
National HealthCare Corp.		667		46,883
National Research Corp.		740		26,559
Ontrak, Inc.*		619		1,176
OPKO Health, Inc.*		21,182		63,546
Option Care Health, Inc.*		8,431		255,965
Owens & Minor, Inc.		3,850		134,288
Patterson Cos., Inc.		4,544		143,545
Pennant Group, Inc. (The)*		1,356		25,940
PetIQ, Inc.*		1,423		24,419
Privia Health Group, Inc.*		2,220		53,191
Progyny, Inc.*		3,422		108,169
R1 RCM, Inc.*		6,301		135,282
RadNet, Inc.*		2,411		49,498
Select Medical Holdings Corp.		5,864		142,788
Sharps Compliance Corp.*		989		4,273
Surgery Partners, Inc.*(b)		1,821		71,383
Tenet Healthcare Corp.*		5,636		364,706
Tivity Health, Inc.*		2,332		75,557
US Physical Therapy, Inc.		676		76,111
Viemed Healthcare, Inc.*		1,871		10,740
				3,843,058
Health Care Technology - 0.5%
Allscripts Healthcare Solutions, Inc.*		6,445		110,145
American Well Corp., Class A*		9,711		36,708
Computer Programs and Systems, Inc.*		745		23,758
Convey Health Solutions Holdings, Inc.*		716		4,439
Evolent Health, Inc., Class A*		4,232		119,046
Forian, Inc.*		998		3,074
Health Catalyst, Inc.*		2,772		40,610
HealthStream, Inc.*		1,348		27,459
iCAD, Inc.*		1,159		4,427
Inspire Medical Systems, Inc.*		1,422		251,452

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Multiplan Corp.*		17,295		86,475
NantHealth, Inc.*		1,419		738
NextGen Healthcare, Inc.*		2,970		53,787
OptimizeRx Corp.*		915		23,406
Phreesia, Inc.*		2,636		47,817
Schrodinger, Inc.*(b)		2,398		61,964
Simulations Plus, Inc.		810		38,459
Tabula Rasa HealthCare, Inc.*		1,191		4,335
				938,099
Hotels, Restaurants & Leisure - 1.6%
Accel Entertainment, Inc.*		2,987		32,349
Bally's Corp.*		1,726		45,118
Biglari Holdings, Inc., Class B*		33		4,347
BJ's Restaurants, Inc.*		1,198		31,471
Bloomin' Brands, Inc.		4,700		99,217
Bluegreen Vacations Holding Corp.		758		21,118
Brinker International, Inc.*		2,348		71,262
Carrols Restaurant Group, Inc.		1,769		3,255
Century Casinos, Inc.*		1,447		12,647
Cheesecake Factory, Inc. (The)		2,444		79,821
Chuy's Holdings, Inc.*		1,062		23,991
Cracker Barrel Old Country Store, Inc.		1,259		128,431
Dave & Buster's Entertainment, Inc.*		2,329		88,246
Denny's Corp.*		3,288		34,064
Dine Brands Global, Inc.		868		63,789
Drive Shack, Inc.*		4,379		7,006
EBET, Inc.*(b)		708		2,174
El Pollo Loco Holdings, Inc.*		1,003		10,391
Everi Holdings, Inc.*		4,539		81,248
F45 Training Holdings, Inc.*		1,683		10,704
Fiesta Restaurant Group, Inc.*		925		6,891
First Watch Restaurant Group, Inc.*		587		9,333
Full House Resorts, Inc.*		1,729		12,172
GAN Ltd.*		2,125		7,161
Golden Entertainment, Inc.*		915		43,261
Hall of Fame Resort & Entertainment Co.*		2,941		1,966
Hilton Grand Vacations, Inc.*		4,539		207,659
International Game Technology plc(b)		5,299		113,505
Jack in the Box, Inc.		1,125		76,837
Krispy Kreme, Inc.(b)		4,517		66,942
Kura Sushi USA, Inc., Class A*		247		9,309
Life Time Group Holdings, Inc.*		2,065		30,252
Light & Wonder, Inc.*		5,106		269,597
Lindblad Expeditions Holdings, Inc.*		1,633		23,450
Monarch Casino & Resort, Inc.*		693		47,020
Nathan's Famous, Inc.		156		7,964
NEOGAMES SA*		543		7,130
Noodles & Co.*		2,153		14,210
ONE Group Hospitality, Inc. (The)*		1,097		9,862
Papa John's International, Inc.		1,757		154,634
PlayAGS, Inc.*		1,454		8,433
Portillo's, Inc., Class A*(b)		1,214		22,544
RCI Hospitality Holdings, Inc.		471		27,191
Red Robin Gourmet Burgers, Inc.*		827		8,138
Red Rock Resorts, Inc., Class A		2,845		110,187
Rush Street Interactive, Inc.*		2,791		16,634
Ruth's Hospitality Group, Inc.		1,750		32,252
SeaWorld Entertainment, Inc.*		2,671		144,715
Shake Shack, Inc., Class A*		1,980		96,327
Sweetgreen, Inc., Class A*(b)		660		12,065
Target Hospitality Corp.*		1,320		8,382
Texas Roadhouse, Inc.		3,710		289,269
Wingstop, Inc.		1,581		125,942
Xponential Fitness, Inc., Class A*		659		12,442
				2,884,325
Household Durables - 1.2%
Aterian, Inc.*(b)		1,372		4,431
Bassett Furniture Industries, Inc.		483		7,863
Beazer Homes USA, Inc.*		1,558		25,255
Cavco Industries, Inc.*		484		107,525
Century Communities, Inc.		1,588		86,340
Ethan Allen Interiors, Inc.		1,198		27,865
Flexsteel Industries, Inc.		329		6,409
GoPro, Inc., Class A*		6,825		47,161
Green Brick Partners, Inc.*		1,630		39,642
Hamilton Beach Brands Holding Co., Class A		394		4,066
Helen of Troy Ltd.*		1,282		237,414
Hooker Furnishings Corp.		616		10,651
Hovnanian Enterprises, Inc., Class A*		273		13,975
Installed Building Products, Inc.		1,259		120,285
iRobot Corp.*		1,417		67,435
KB Home		4,210		145,203
Landsea Homes Corp.*		569		4,085
La-Z-Boy, Inc.		2,332		59,536
Legacy Housing Corp.*		425		6,655
LGI Homes, Inc.*		1,139		111,611
Lifetime Brands, Inc.		670		7,645
Lovesac Co. (The)*		676		23,545
M/I Homes, Inc.*		1,514		70,779
MDC Holdings, Inc.		3,027		115,571
Meritage Homes Corp.*		1,962		167,378
Purple Innovation, Inc.*(b)		3,049		15,794
Skyline Champion Corp.*		2,789		148,180
Snap One Holdings Corp.*(b)		939		11,597
Sonos, Inc.*		6,805		150,595
Taylor Morrison Home Corp.*		6,352		184,017
Traeger, Inc.*		1,669		7,928
Tri Pointe Homes, Inc.*		5,856		123,386
Tupperware Brands Corp.*		2,589		17,165
Universal Electronics, Inc.*		670		17,956
VOXX International Corp.*		824		6,905
Vuzix Corp.*(b)		3,108		20,202
Weber, Inc., Class A(b)		1,126		8,704
				2,230,754
Household Products - 0.2%
Central Garden & Pet Co.*		521		23,539
Central Garden & Pet Co., Class A*		2,114		89,485
Energizer Holdings, Inc.		3,537		106,075
Oil-Dri Corp. of America		275		6,537
WD-40 Co.		729		137,628
				363,264
Independent Power and Renewable Electricity Producers - 0.3%
Clearway Energy, Inc., Class A		2,668		86,870
Clearway Energy, Inc., Class C, Class C(b)		4,343		152,222
Ormat Technologies, Inc.		2,407		202,092

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Sunnova Energy International, Inc.*(b)		4,562		91,240
				532,424
Insurance - 1.4%
Ambac Financial Group, Inc.*		2,410		25,811
American Equity Investment Life Holding Co.		4,390		176,741
AMERISAFE, Inc.		1,013		51,055
Argo Group International Holdings Ltd.		1,682		71,250
Bright Health Group, Inc.*(b)		13,716		23,317
BRP Group, Inc., Class A*		2,513		63,378
Citizens, Inc.*(b)		2,651		8,801
CNO Financial Group, Inc.		6,372		131,072
Crawford & Co., Class A		868		7,118
Donegal Group, Inc., Class A		783		12,669
eHealth, Inc.*		1,305		13,703
Employers Holdings, Inc.		1,489		61,660
Enstar Group Ltd.*		665		154,233
Genworth Financial, Inc., Class A*		26,880		108,864
Goosehead Insurance, Inc., Class A		955		49,450
Greenlight Capital Re Ltd., Class A*		1,391		10,878
HCI Group, Inc.(b)		434		29,499
Heritage Insurance Holdings, Inc.		1,366		5,000
Horace Mann Educators Corp.		2,217		89,700
Investors Title Co.		68		11,283
James River Group Holdings Ltd.		1,943		49,644
Kinsale Capital Group, Inc.		1,140		250,663
Maiden Holdings Ltd.*		3,680		8,979
MBIA, Inc.*		2,535		35,515
MetroMile, Inc.*		6,042		6,344
National Western Life Group, Inc., Class A		134		28,018
NI Holdings, Inc.*		455		7,599
Palomar Holdings, Inc.*		1,303		80,981
ProAssurance Corp.		2,852		63,343
RLI Corp.		2,118		256,532
Safety Insurance Group, Inc.		765		71,038
Selective Insurance Group, Inc.		3,161		250,667
Selectquote, Inc.*		7,100		20,732
SiriusPoint Ltd.*		4,697		26,303
Stewart Information Services Corp.		1,424		79,018
Tiptree, Inc.		1,244		13,473
Trean Insurance Group, Inc.*		936		6,692
Trupanion, Inc.*		2,025		135,432
United Fire Group, Inc.		1,118		36,234
United Insurance Holdings Corp.		1,068		1,826
Universal Insurance Holdings, Inc.		1,434		18,499
				2,553,014
Interactive Media & Services - 0.3%
Cargurus, Inc.*		5,062		128,170
Cars.com, Inc.*		3,628		37,550
Eventbrite, Inc., Class A*		4,057		47,589
EverQuote, Inc., Class A*		1,040		9,308
fuboTV, Inc.*(b)		7,183		23,632
Liberty TripAdvisor Holdings, Inc., Class A*		3,854		4,008
MediaAlpha, Inc., Class A*		1,129		11,403
Outbrain, Inc.*		1,280		7,859
QuinStreet, Inc.*		2,663		29,293
Society Pass, Inc.*		196		402
TrueCar, Inc.*		5,053		16,826
Yelp, Inc.*		3,789		111,434
Ziff Davis, Inc.*		2,303		175,811
				603,285
Internet & Direct Marketing Retail - 0.3%
1-800-Flowers.com, Inc., Class A*		1,419		13,849
1stdibs.com, Inc.*(b)		1,077		6,150
aka Brands Holding Corp.*(b)		507		1,998
CarParts.com, Inc.*		2,591		19,614
Duluth Holdings, Inc., Class B*		646		8,056
Groupon, Inc.*(b)		1,249		19,297
Lands' End, Inc.*		762		8,839
Liquidity Services, Inc.*		1,222		16,570
Lulu's Fashion Lounge Holdings, Inc.*(b)		315		5,913
Overstock.com, Inc.*		2,283		70,750
PetMed Express, Inc.(b)		1,074		23,660
Porch Group, Inc.*(b)		4,043		16,657
Quotient Technology, Inc.*		4,768		19,930
RealReal, Inc. (The)*		4,235		13,891
Rent the Runway, Inc., Class A*(b)		912		3,949
Revolve Group, Inc.*		1,908		56,057
Shutterstock, Inc.		1,240		74,648
Stitch Fix, Inc., Class A*		4,322		36,607
Xometry, Inc., Class A*(b)		1,304		44,349
				460,784
IT Services - 1.1%
BigCommerce Holdings, Inc., Series 1*(b)		2,567		47,567
Brightcove, Inc.*		2,151		15,143
Cantaloupe, Inc.*		3,086		16,171
Cass Information Systems, Inc.		734		25,044
Conduent, Inc.*		8,879		47,059
CSG Systems International, Inc.		1,704		105,972
DigitalOcean Holdings, Inc.*(b)		2,691		131,455
EVERTEC, Inc.		3,217		122,053
Evo Payments, Inc., Class A*		2,517		58,017
ExlService Holdings, Inc.*		1,737		246,984
Flywire Corp.*		2,979		57,524
GreenBox POS*		968		2,546
Grid Dynamics Holdings, Inc.*		2,411		43,422
Hackett Group, Inc. (The)		1,303		26,698
I3 Verticals, Inc., Class A*		1,133		26,422
IBEX Holdings Ltd.*		305		5,460
International Money Express, Inc.*		1,712		35,301
Limelight Networks, Inc.*		6,618		23,957
LiveRamp Holdings, Inc.*		3,495		89,472
Maximus, Inc.		3,246		210,633
MoneyGram International, Inc.*		4,752		47,900
Paya Holdings, Inc.*		4,547		26,782
Perficient, Inc.*		1,724		168,797
Priority Technology Holdings, Inc.*(b)		598		3,062
Rackspace Technology, Inc.*		2,887		26,647
Remitly Global, Inc.*		660		7,227
Repay Holdings Corp.*		4,595		57,208
StarTek, Inc.*		889		3,200
TTEC Holdings, Inc.		985		66,428
Tucows, Inc., Class A*		521		25,227
Unisys Corp.*		3,482		41,540
Verra Mobility Corp.*		8,072		128,748
				1,939,666
Leisure Products - 0.4%
Acushnet Holdings Corp.		1,818		73,993
American Outdoor Brands, Inc.*		757		8,759

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
AMMO, Inc.*(b)		4,694		20,748
Callaway Golf Co.*		6,152		133,560
Clarus Corp.		1,408		30,849
Escalade, Inc.		527		7,057
Genius Brands International, Inc.*(b)		14,958		11,368
Johnson Outdoors, Inc., Class A		276		17,987
Latham Group, Inc.*		2,273		21,616
Malibu Boats, Inc., Class A*		1,095		64,167
Marine Products Corp.		433		4,598
MasterCraft Boat Holdings, Inc.*		975		22,815
Nautilus, Inc.*		1,614		3,389
Smith & Wesson Brands, Inc.		2,532		39,195
Solo Brands, Inc., Class A*(b)		798		4,014
Sturm Ruger & Co., Inc.		908		61,644
Vista Outdoor, Inc.*		2,991		115,273
				641,032
Life Sciences Tools & Services - 0.4%
Absci Corp.*(b)		2,942		10,738
Akoya Biosciences, Inc.*		714		8,318
Alpha Teknova, Inc.*		373		2,853
Berkeley Lights, Inc.*		2,579		12,328
Bionano Genomics, Inc.*(b)		15,419		26,675
ChromaDex Corp.*		2,481		4,714
Codex DNA, Inc.*		476		1,894
Codexis, Inc.*		3,190		34,069
Cytek Biosciences, Inc.*(b)		5,169		50,191
Harvard Bioscience, Inc.*		2,083		7,624
Inotiv, Inc.*		926		14,168
IsoPlexis Corp.*		452		958
MaxCyte, Inc.*(b)		5,299		24,428
Medpace Holdings, Inc.*		1,536		220,017
NanoString Technologies, Inc.*		2,401		37,552
NeoGenomics, Inc.*		6,008		50,587
Pacific Biosciences of California, Inc.*		10,305		58,017
Personalis, Inc.*		1,903		7,536
Quanterix Corp.*		1,639		27,634
Rapid Micro Biosystems, Inc., Class A*		839		4,203
Seer, Inc.*		2,211		19,634
Singular Genomics Systems, Inc.*		2,496		8,112
Standard BioTools, Inc.*		4,040		7,636
				639,886
Machinery - 2.6%
AgEagle Aerial Systems, Inc.*		3,698		2,885
Alamo Group, Inc.		532		62,579
Albany International Corp., Class A		1,632		137,741
Altra Industrial Motion Corp.		3,430		134,490
Astec Industries, Inc.		1,202		56,218
Barnes Group, Inc.		2,514		90,580
Blue Bird Corp.*		920		11,233
Chart Industries, Inc.*		1,936		340,504
CIRCOR International, Inc.*		978		19,012
Columbus McKinnon Corp.		1,480		49,950
Commercial Vehicle Group, Inc.*		1,699		11,468
Desktop Metal, Inc., Class A*(b)		9,933		20,363
Douglas Dynamics, Inc.		1,203		37,798
Energy Recovery, Inc.*		2,207		44,604
Enerpac Tool Group Corp.		3,206		62,581
EnPro Industries, Inc.		1,095		104,857
ESCO Technologies, Inc.		1,353		89,041
Evoqua Water Technologies Corp.*		6,153		218,985
Federal Signal Corp.		3,197		112,215
Franklin Electric Co., Inc.		2,463		181,572
Gorman-Rupp Co. (The)		1,205		35,897
Greenbrier Cos., Inc. (The)		1,697		70,612
Helios Technologies, Inc.		1,712		117,135
Hillenbrand, Inc.		3,866		161,754
Hydrofarm Holdings Group, Inc.*(b)		2,092		14,414
Hyliion Holdings Corp.*(b)		6,208		22,535
Hyster-Yale Materials Handling, Inc.		533		19,694
Ideanomics, Inc.*		25,789		15,473
John Bean Technologies Corp.		1,659		201,983
Kadant, Inc.		615		113,837
Kennametal, Inc.		4,433		122,972
Lindsay Corp.		581		73,206
Luxfer Holdings plc		1,459		24,365
Manitowoc Co., Inc. (The)*		1,821		23,710
Mayville Engineering Co., Inc.*		472		4,281
Meritor, Inc.*		3,598		130,140
Miller Industries, Inc.		596		14,709
Mueller Industries, Inc.		2,979		160,419
Mueller Water Products, Inc., Class A		8,271		98,673
Nikola Corp.*(b)		12,116		85,539
NN, Inc.*		2,263		6,336
Omega Flex, Inc.		169		18,681
Park-Ohio Holdings Corp.		450		7,011
Proto Labs, Inc.*		1,475		71,080
RBC Bearings, Inc.*(b)		1,489		277,535
REV Group, Inc.		1,863		22,859
Shyft Group, Inc. (The)		1,842		40,874
SPX Corp.*		2,322		116,866
Standex International Corp.		632		58,839
Tennant Co.		983		61,182
Terex Corp.		3,635		128,643
Titan International, Inc.*		2,711		49,367
Trinity Industries, Inc.		4,096		101,827
Wabash National Corp.		2,592		39,787
Watts Water Technologies, Inc., Class A		1,457		190,619
Welbilt, Inc.*		6,934		164,128
				4,655,658
Marine - 0.2%
Costamare, Inc.		2,801		39,830
Eagle Bulk Shipping, Inc.		471		34,506
Genco Shipping & Trading Ltd.		1,704		43,026
Matson, Inc.		2,207		198,365
Safe Bulkers, Inc.		3,359		15,989
				331,716
Media - 0.7%
Advantage Solutions, Inc.*		4,050		17,415
AMC Networks, Inc., Class A*		1,543		60,578
Audacy, Inc.*		6,253		10,880
Boston Omaha Corp., Class A*		1,074		23,467
Cardlytics, Inc.*(b)		1,714		44,410
Clear Channel Outdoor Holdings, Inc.*		19,253		30,420
comScore, Inc.*		3,705		7,151
Daily Journal Corp.*		63		17,377
Digital Media Solutions, Inc.*		176		292
Emerald Holding, Inc.*		1,245		4,171
Entravision Communications Corp., Class A		3,187		16,668
EW Scripps Co. (The), Class A*		3,035		48,165

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Fluent, Inc.*		2,291		2,955
Gannett Co., Inc.*		7,456		29,302
Gray Television, Inc.		4,524		89,213
Hemisphere Media Group, Inc.*		860		5,900
iHeartMedia, Inc., Class A*		5,931		69,986
Integral Ad Science Holding Corp.*		1,709		20,816
John Wiley & Sons, Inc., Class A		2,293		121,437
Magnite, Inc.*		6,885		75,666
National CineMedia, Inc.		3,181		3,913
Scholastic Corp.		1,464		54,944
Sinclair Broadcast Group, Inc., Class A		2,439		59,097
Stagwell, Inc.*(b)		3,273		25,889
TechTarget, Inc.*		1,381		98,175
TEGNA, Inc.		11,729		256,865
Thryv Holdings, Inc.*		400		10,476
WideOpenWest, Inc.*		2,781		61,126
				1,266,754
Metals & Mining - 1.1%
Allegheny Technologies, Inc.*		6,755		185,763
Arconic Corp.*		5,661		159,244
Carpenter Technology Corp.		2,528		89,061
Century Aluminum Co.*		2,720		32,096
Coeur Mining, Inc.*		13,564		52,764
Commercial Metals Co.		6,370		253,080
Compass Minerals International, Inc.		1,812		81,413
Constellium SE*		6,590		111,305
Gatos Silver, Inc.*		2,461		7,580
Haynes International, Inc.		656		25,092
Hecla Mining Co.		28,188		133,047
Kaiser Aluminum Corp.		836		85,414
Materion Corp.		1,074		88,047
MP Materials Corp.*		4,028		158,824
Novagold Resources, Inc.*		12,575		70,294
Olympic Steel, Inc.		495		16,914
Perpetua Resources Corp.*		1,716		5,972
PolyMet Mining Corp.*(b)		1,527		4,230
Ryerson Holding Corp.		866		26,101
Schnitzer Steel Industries, Inc., Class A		1,393		56,584
SunCoke Energy, Inc.		4,400		35,596
TimkenSteel Corp.*		2,440		56,364
Warrior Met Coal, Inc.		2,733		91,883
Worthington Industries, Inc.		1,754		81,807
				1,908,475
Mortgage Real Estate Investment Trusts (REITs) - 1.0%
AFC Gamma, Inc.		797		14,282
Angel Oak Mortgage, Inc.(b)		513		7,849
Apollo Commercial Real Estate Finance, Inc.		7,444		94,762
Arbor Realty Trust, Inc.		7,628		125,252
Ares Commercial Real Estate Corp.		2,322		34,133
ARMOUR Residential REIT, Inc.(b)		4,718		35,668
Blackstone Mortgage Trust, Inc., Class A		8,340		259,457
BrightSpire Capital, Inc.		4,474		39,774
Broadmark Realty Capital, Inc.		6,810		50,326
Chicago Atlantic Real Estate Finance, Inc.		321		5,467
Chimera Investment Corp.		12,492		122,422
Dynex Capital, Inc.		1,912		31,166
Ellington Financial, Inc.		2,858		44,270
Franklin BSP Realty Trust, Inc.		1,904		29,474
Granite Point Mortgage Trust, Inc.		2,833		31,163
Great Ajax Corp.		1,146		12,090
Hannon Armstrong Sustainable Infrastructure Capital, Inc.(b)		4,065		154,755
Invesco Mortgage Capital, Inc.(b)		16,641		29,621
KKR Real Estate Finance Trust, Inc.		1,874		38,267
Ladder Capital Corp.		6,025		69,649
MFA Financial, Inc.		5,862		79,254
New York Mortgage Trust, Inc.		20,131		60,997
Orchid Island Capital, Inc.(b)		7,203		22,473
PennyMac Mortgage Investment Trust		5,202		84,168
Ready Capital Corp.		3,574		52,466
Redwood Trust, Inc.		6,081		62,026
TPG RE Finance Trust, Inc.		3,181		33,369
Two Harbors Investment Corp.		18,249		97,450
				1,722,050
Multiline Retail - 0.3%
Big Lots, Inc.		1,601		39,208
Dillard's, Inc., Class A(b)		291		87,731
Franchise Group, Inc.		1,499		59,465
Macy's, Inc.		15,989		378,140
				564,544
Multi-Utilities - 0.4%
Avista Corp.		3,749		162,856
Black Hills Corp.		3,395		260,261
NorthWestern Corp.		2,875		176,151
Unitil Corp.		828		47,867
				647,135
Oil, Gas & Consumable Fuels - 4.8%
Aemetis, Inc.*(b)		1,430		11,597
Alto Ingredients, Inc.*		3,783		16,834
Antero Resources Corp.*		15,172		650,575
Arch Resources, Inc.(b)		797		121,813
Berry Corp.		3,570		39,734
Brigham Minerals, Inc., Class A		2,315		70,168
California Resources Corp.		4,306		188,043
Callon Petroleum Co.*		2,552		149,190
Centennial Resource Development, Inc., Class A*(b)		9,768		77,558
Centrus Energy Corp., Class A*		520		13,307
Chesapeake Energy Corp.		5,570		542,407
Civitas Resources, Inc.(b)		2,305		175,987
Clean Energy Fuels Corp.*		8,220		45,457
CNX Resources Corp.*		10,671		231,774
Comstock Resources, Inc.*		4,851		93,624
CONSOL Energy, Inc.*		1,818		93,736
Crescent Energy Co., Class A(b)		1,565		28,280
CVR Energy, Inc.		1,565		53,883
Delek US Holdings, Inc.*		3,478		101,418
Denbury, Inc.*		2,666		194,991
DHT Holdings, Inc.(b)		7,437		44,324
Dorian LPG Ltd.		1,651		28,067
Earthstone Energy, Inc., Class A*(b)		1,638		29,517
Energy Fuels, Inc.*		8,200		52,562
Equitrans Midstream Corp.		21,678		170,606
Falcon Minerals Corp.		2,085		15,450
Frontline Ltd.*(b)		6,517		63,085
Gevo, Inc.*(b)		10,538		44,260
Golar LNG Ltd.*		5,365		135,895

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Green Plains, Inc.*		2,532		82,493
HighPeak Energy, Inc.		276		8,796
International Seaways, Inc.(b)		2,443		58,950
Kinetik Holdings, Inc.		181		15,211
Kosmos Energy Ltd.*		23,785		184,096
Laredo Petroleum, Inc.*		668		56,226
Magnolia Oil & Gas Corp., Class A(b)		7,650		211,216
Matador Resources Co.		5,868		357,361
Murphy Oil Corp.		7,770		329,603
Nordic American Tankers Ltd.(b)		8,911		18,268
Northern Oil and Gas, Inc.		3,241		105,948
Oasis Petroleum, Inc.		1,056		167,619
Ovintiv, Inc.		13,893		777,869
Par Pacific Holdings, Inc.*		2,368		38,835
PBF Energy, Inc., Class A*		5,106		169,519
PDC Energy, Inc.		5,166		408,837
Peabody Energy Corp.*(b)		4,717		111,368
Range Resources Corp.*		12,683		430,588
Ranger Oil Corp.*		1,131		48,418
Renewable Energy Group, Inc.*		2,371		145,366
REX American Resources Corp.*		278		24,155
Riley Exploration Permian, Inc.		557		15,301
Scorpio Tankers, Inc.		2,593		85,699
SFL Corp. Ltd.		6,576		73,980
SM Energy Co.		6,365		307,239
Southwestern Energy Co.*		53,877		491,358
Talos Energy, Inc.*		1,956		42,250
Teekay Corp.*		3,676		12,425
Teekay Tankers Ltd., Class A*		1,267		26,164
Tellurian, Inc.*		19,649		93,726
Uranium Energy Corp.*		14,024		53,572
Ur-Energy, Inc.*		9,823		11,984
W&T Offshore, Inc.*		4,984		33,542
Whiting Petroleum Corp.		2,088		184,704
World Fuel Services Corp.		3,303		81,881
				8,748,709
Paper & Forest Products - 0.1%
Clearwater Paper Corp.*		872		29,953
Glatfelter Corp.		2,324		20,033
Neenah, Inc.		894		33,892
				83,878
Personal Products - 0.4%
Beauty Health Co. (The)*		4,628		66,042
BellRing Brands, Inc.*		5,972		156,168
Edgewell Personal Care Co.		2,871		104,504
elf Beauty, Inc.*		2,553		67,961
Honest Co., Inc. (The)*		4,506		15,501
Inter Parfums, Inc.		945		69,741
Medifast, Inc.		610		101,717
Nature's Sunshine Products, Inc.*		624		7,544
NewAge, Inc.*		7,123		2,564
Nu Skin Enterprises, Inc., Class A		2,637		123,016
Revlon, Inc., Class A*(b)		380		1,592
Thorne HealthTech, Inc.*		354		2,085
USANA Health Sciences, Inc.*		635		44,660
Veru, Inc.*(b)		3,418		44,229
				807,324
Pharmaceuticals - 1.0%
9 Meters Biopharma, Inc.*		11,998		5,424
Aclaris Therapeutics, Inc.*		2,706		34,610
Aerie Pharmaceuticals, Inc.*		2,241		11,608
Amneal Pharmaceuticals, Inc.*		5,291		19,206
Amphastar Pharmaceuticals, Inc.*		1,962		72,869
Ampio Pharmaceuticals, Inc.*		10,321		1,887
Amylyx Pharmaceuticals, Inc.*(b)		512		4,552
Angion Biomedica Corp.*		1,149		2,022
ANI Pharmaceuticals, Inc.*		584		17,666
Arvinas, Inc.*		2,499		104,183
Atea Pharmaceuticals, Inc.*		3,426		26,997
Athira Pharma, Inc.*		1,714		15,563
Axsome Therapeutics, Inc.*		1,474		36,850
Cara Therapeutics, Inc.*		2,357		19,610
Cassava Sciences, Inc.*(b)		2,028		62,057
CinCor Pharma, Inc.*		616		9,585
Citius Pharmaceuticals, Inc.*		6,566		6,170
Collegium Pharmaceutical, Inc.*		1,837		28,694
Corcept Therapeutics, Inc.*		4,628		96,448
CorMedix, Inc.*		2,008		6,506
Cymabay Therapeutics, Inc.*		4,511		8,842
DICE Therapeutics, Inc.*		739		10,161
Durect Corp.*		11,983		6,591
Edgewise Therapeutics, Inc.*(b)		2,048		12,800
Endo International plc*		12,147		6,410
Esperion Therapeutics, Inc.*(b)		3,063		17,459
Evolus, Inc.*		1,765		22,769
EyePoint Pharmaceuticals, Inc.*		1,322		12,757
Fulcrum Therapeutics, Inc.*(b)		1,456		10,367
Harmony Biosciences Holdings, Inc.*		1,212		52,843
Ikena Oncology, Inc.*		1,466		5,717
Innoviva, Inc.*		2,294		34,800
Intra-Cellular Therapies, Inc.*		4,269		245,041
Kala Pharmaceuticals, Inc.*		2,594		903
KemPharm, Inc.*		1,567		7,255
Landos Biopharma, Inc.*		242		176
Marinus Pharmaceuticals, Inc.*		1,958		9,496
Mind Medicine MindMed, Inc.*		17,074		15,447
NGM Biopharmaceuticals, Inc.*		1,666		23,057
Nuvation Bio, Inc.*(b)		8,419		29,719
Ocular Therapeutix, Inc.*		4,059		12,705
Omeros Corp.*		3,196		7,926
Oramed Pharmaceuticals, Inc.*		1,971		9,126
Pacira BioSciences, Inc.*		2,342		148,131
Paratek Pharmaceuticals, Inc.*		2,593		4,901
Phathom Pharmaceuticals, Inc.*		1,076		7,715
Phibro Animal Health Corp., Class A		1,080		20,747
Pliant Therapeutics, Inc.*		1,277		7,190
Prestige Consumer Healthcare, Inc.*		2,659		148,425
Provention Bio, Inc.*(b)		2,942		12,121
Rain Therapeutics, Inc.*		841		1,951
Reata Pharmaceuticals, Inc., Class A*		1,454		41,119
Relmada Therapeutics, Inc.*		1,317		24,746
Revance Therapeutics, Inc.*		3,715		50,821
Seelos Therapeutics, Inc.*		5,207		3,377
SIGA Technologies, Inc.		2,558		27,985
Supernus Pharmaceuticals, Inc.*		2,599		72,434
Tarsus Pharmaceuticals, Inc.*(b)		454		6,243
Terns Pharmaceuticals, Inc.*		732		1,266
TherapeuticsMD, Inc.*(b)		409		4,061
Theravance Biopharma, Inc.*		3,178		27,903
Theseus Pharmaceuticals, Inc.*		611		4,124
Ventyx Biosciences, Inc.*(b)		546		9,560
Verrica Pharmaceuticals, Inc.*		690		1,332

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
WaVe Life Sciences Ltd.*		2,345		3,283
				1,774,309
Professional Services - 1.3%
Acacia Research Corp.*		2,598		12,418
ASGN, Inc.*		2,699		257,026
Atlas Technical Consultants, Inc.*		786		6,430
Barrett Business Services, Inc.		396		29,645
CBIZ, Inc.*		2,603		106,619
CRA International, Inc.		382		32,749
Exponent, Inc.		2,750		248,573
First Advantage Corp.*		2,920		42,632
Forrester Research, Inc.*		600		31,398
Franklin Covey Co.*		669		25,629
Heidrick & Struggles International, Inc.		1,023		35,355
HireQuest, Inc.(b)		267		4,122
HireRight Holdings Corp.*		1,191		17,567
Huron Consulting Group, Inc.*		1,147		68,728
ICF International, Inc.(b)		986		100,779
Insperity, Inc.		1,928		192,935
KBR, Inc.		7,498		373,100
Kelly Services, Inc., Class A		1,865		37,225
Kforce, Inc.		1,077		70,737
Korn Ferry		2,867		176,206
ManTech International Corp., Class A		1,454		139,075
Mistras Group, Inc.*		1,058		6,126
Resources Connection, Inc.		1,654		30,549
Sterling Check Corp.*		874		16,239
TriNet Group, Inc.*		2,151		168,940
TrueBlue, Inc.*		1,855		40,847
Upwork, Inc.*		6,259		114,227
Willdan Group, Inc.*		590		15,718
				2,401,594
Real Estate Management & Development - 0.5%
Cushman & Wakefield plc*		7,358		137,374
Douglas Elliman, Inc.		3,799		21,844
eXp World Holdings, Inc.(b)		3,326		46,464
Fathom Holdings, Inc.*		359		3,446
Forestar Group, Inc.*		913		15,138
FRP Holdings, Inc.*		352		21,127
Kennedy-Wilson Holdings, Inc.		6,307		132,825
Marcus & Millichap, Inc.		1,259		52,727
Newmark Group, Inc., Class A		8,911		98,645
Rafael Holdings, Inc., Class B*		662		1,291
RE/MAX Holdings, Inc., Class A(b)		987		23,984
Realogy Holdings Corp.*		6,109		75,630
Redfin Corp.*(b)		5,474		53,645
RMR Group, Inc. (The), Class A		808		24,256
St Joe Co. (The)		1,774		89,569
Tejon Ranch Co.*		1,105		18,774
				816,739
Road & Rail - 0.6%
ArcBest Corp.		1,349		102,025
Avis Budget Group, Inc.*		2,188		416,333
Covenant Logistics Group, Inc.		643		14,577
Daseke, Inc.*		2,127		16,080
Heartland Express, Inc.		2,499		35,686
HyreCar, Inc.*		933		1,063
Marten Transport Ltd.		3,165		55,577
PAM Transportation Services, Inc.*		382		10,639
Saia, Inc.*		1,410		278,602
Universal Logistics Holdings, Inc.		400		11,156
US Xpress Enterprises, Inc., Class A*		1,419		4,200
Werner Enterprises, Inc.		3,221		130,676
Yellow Corp.*		2,673		10,104
				1,086,718
Semiconductors & Semiconductor Equipment - 2.3%
Alpha & Omega Semiconductor Ltd.*		1,140		50,080
Ambarella, Inc.*		1,871		159,447
Amkor Technology, Inc.		5,415		110,683
Atomera, Inc.*(b)		1,070		13,000
Axcelis Technologies, Inc.*		1,747		108,419
AXT, Inc.*		2,153		12,595
CEVA, Inc.*		1,198		43,212
CMC Materials, Inc.		1,503		265,941
Cohu, Inc.*		2,532		77,049
Credo Technology Group Holding Ltd.*(b)		1,167		11,938
Diodes, Inc.*		2,311		177,970
FormFactor, Inc.*		4,126		169,414
Ichor Holdings Ltd.*		1,496		45,239
Impinj, Inc.*(b)		1,006		47,091
Kopin Corp.*		4,118		4,571
Kulicke & Soffa Industries, Inc.(b)		3,241		175,565
Lattice Semiconductor Corp.*		7,191		374,076
MACOM Technology Solutions Holdings, Inc.*		2,617		142,653
MaxLinear, Inc.*		3,766		149,096
Meta Materials, Inc.*(b)		10,737		20,615
NeoPhotonics Corp.*		2,766		42,624
NVE Corp.		252		12,464
Onto Innovation, Inc.*		2,587		207,943
PDF Solutions, Inc.*		1,588		37,953
Photronics, Inc.*		3,157		68,633
Power Integrations, Inc.		3,124		263,603
Rambus, Inc.*		5,755		144,450
Semtech Corp.*		3,429		219,765
Silicon Laboratories, Inc.*		2,016		300,707
SiTime Corp.*		859		182,967
SkyWater Technology, Inc.*		426		2,841
SMART Global Holdings, Inc.*		2,590		63,843
SunPower Corp.*		4,241		74,938
Synaptics, Inc.*		2,098		310,756
Ultra Clean Holdings, Inc.*		2,354		79,000
Veeco Instruments, Inc.*		2,646		56,704
				4,227,845
Software - 3.4%
8x8, Inc.*		5,981		43,362
A10 Networks, Inc.		3,187		49,112
ACI Worldwide, Inc.*		6,263		166,846
Agilysys, Inc.*		1,132		46,265
Alarm.com Holdings, Inc.*		2,516		159,087
Alkami Technology, Inc.*(b)		1,505		21,145
Altair Engineering, Inc., Class A*		2,454		134,872
American Software, Inc., Class A		1,662		28,420
Appfolio, Inc., Class A*		1,005		100,681
Appian Corp.*		2,090		99,839
Arteris, Inc.*(b)		278		2,580
Asana, Inc., Class A*(b)		3,878		84,308
Avaya Holdings Corp.*		4,425		16,328
AvidXchange Holdings, Inc.*		1,348		11,835
Benefitfocus, Inc.*		1,323		12,039
Blackbaud, Inc.*		2,532		161,162

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Blackline, Inc.*		2,881		210,947
Box, Inc., Class A*		7,255		189,428
BTRS Holdings, Inc., Class A*		5,038		25,039
Cerence, Inc.*		2,090		66,378
ChannelAdvisor Corp.*		1,569		21,417
Cleanspark, Inc.*(b)		2,108		12,416
CommVault Systems, Inc.*		2,366		144,350
Consensus Cloud Solutions, Inc.*		853		40,970
CoreCard Corp.*		384		9,009
Couchbase, Inc.*(b)		1,244		17,640
CS Disco, Inc.*(b)		826		20,576
Digimarc Corp.*(b)		673		11,616
Digital Turbine, Inc.*		4,822		122,623
Domo, Inc., Class B*		1,508		48,075
E2open Parent Holdings, Inc.*(b)		10,541		85,171
Ebix, Inc.		1,410		41,101
eGain Corp.*		1,094		9,988
Enfusion, Inc., Class A*(b)		1,150		12,593
EngageSmart, Inc.*		851		17,871
Envestnet, Inc.*		2,879		191,799
EverCommerce, Inc.*		1,588		15,102
GTY Technology Holdings, Inc.*		1,704		10,088
Instructure Holdings, Inc.*		647		11,549
Intapp, Inc.*(b)		733		14,572
InterDigital, Inc.		1,633		106,619
JFrog Ltd.*		2,851		53,171
Kaltura, Inc.*		2,913		5,273
LivePerson, Inc.*		3,490		58,562
Marathon Digital Holdings, Inc.*(b)		5,059		51,754
MeridianLink, Inc.*(b)		1,202		21,432
MicroStrategy, Inc., Class A*(b)		498		131,816
Mitek Systems, Inc.*(b)		2,277		20,539
Model N, Inc.*		1,914		48,156
Momentive Global, Inc.*		7,025		85,564
ON24, Inc.*		1,465		17,785
OneSpan, Inc.*		1,871		24,753
PagerDuty, Inc.*		4,403		108,534
Ping Identity Holding Corp.*		3,226		60,971
Progress Software Corp.		2,330		112,562
PROS Holdings, Inc.*		2,114		57,691
Q2 Holdings, Inc.*		2,900		152,917
Qualys, Inc.*		1,804		235,747
Rapid7, Inc.*(b)		2,983		211,405
Rekor Systems, Inc.*		1,781		4,755
Rimini Street, Inc.*		2,364		14,610
Riot Blockchain, Inc.*(b)		5,700		40,983
Sailpoint Technologies Holdings, Inc.*		4,846		307,430
Sapiens International Corp. NV		1,637		41,465
SecureWorks Corp., Class A*		484		5,789
ShotSpotter, Inc.*		456		13,753
Smith Micro Software, Inc.*		2,489		6,546
Sprout Social, Inc., Class A*		2,393		121,875
SPS Commerce, Inc.*		1,911		204,553
Stronghold Digital Mining, Inc., Class A*		388		1,253
Sumo Logic, Inc.*		4,700		38,117
Telos Corp.*		2,110		20,319
Tenable Holdings, Inc.*		4,891		246,017
Upland Software, Inc.*		1,530		20,165
UserTesting, Inc.*		475		2,427
Varonis Systems, Inc.*		5,678		187,771
Verint Systems, Inc.*		3,420		174,557
Veritone, Inc.*(b)		1,504		11,701
Viant Technology, Inc., Class A*		614		3,684
VirnetX Holding Corp.*		3,361		4,067
Vonage Holdings Corp.*		13,454		260,604
Weave Communications, Inc.*		250		1,248
Workiva, Inc.*		2,273		165,952
Xperi Holding Corp.		5,562		91,551
Yext, Inc.*		6,057		30,770
Zuora, Inc., Class A*		6,009		60,931
				6,136,343
Specialty Retail - 1.6%
Aaron's Co., Inc. (The)		1,654		32,352
Abercrombie & Fitch Co., Class A*		2,967		60,645
Academy Sports & Outdoors, Inc.		4,161		139,435
American Eagle Outfitters, Inc.		8,072		97,752
America's Car-Mart, Inc.*		320		34,688
Arko Corp.(b)		4,413		39,849
Asbury Automotive Group, Inc.*		1,226		222,090
Barnes & Noble Education, Inc.*		2,387		5,991
Bed Bath & Beyond, Inc.*		5,135		44,418
Big 5 Sporting Goods Corp.(b)		1,105		14,089
Boot Barn Holdings, Inc.*		1,555		125,489
Buckle, Inc. (The)		1,577		51,820
Caleres, Inc.		1,953		55,582
Camping World Holdings, Inc., Class A(b)		2,219		60,201
CarLotz, Inc.*		3,788		2,114
Cato Corp. (The), Class A		1,018		13,285
Chico's FAS, Inc.*		6,375		31,556
Children's Place, Inc. (The)*		729		34,613
Citi Trends, Inc.*		425		12,699
Conn's, Inc.*		944		12,461
Container Store Group, Inc. (The)*		1,689		13,005
Designer Brands, Inc., Class A		3,226		50,100
Genesco, Inc.*		758		42,683
Group 1 Automotive, Inc.		883		158,578
GrowGeneration Corp.*(b)		2,936		15,120
Guess?, Inc.		2,139		44,620
Haverty Furniture Cos., Inc.		868		24,530
Hibbett, Inc.		733		37,200
JOANN, Inc.(b)		594		4,805
Kirkland's, Inc.*		671		3,885
Lazydays Holdings, Inc.*		400		6,212
LL Flooring Holdings, Inc.*		1,519		18,243
MarineMax, Inc.*		1,124		46,545
Monro, Inc.		1,764		83,649
Murphy USA, Inc.		1,240		308,909
National Vision Holdings, Inc.*		4,410		124,097
ODP Corp. (The)*		2,446		93,413
OneWater Marine, Inc., Class A		585		20,007
Party City Holdco, Inc.*		5,863		8,443
Rent-A-Center, Inc.		3,501		96,418
Sally Beauty Holdings, Inc.*		5,828		88,352
Shift Technologies, Inc.*		3,174		3,301
Shoe Carnival, Inc.		930		25,352
Signet Jewelers Ltd.		2,810		167,476
Sleep Number Corp.*		1,173		53,876
Sonic Automotive, Inc., Class A		1,140		51,995
Sportsman's Warehouse Holdings, Inc.*		2,308		21,834
Tilly's, Inc., Class A		1,208		10,002
Torrid Holdings, Inc.*(b)		978		5,702
TravelCenters of America, Inc.*		660		25,773
Urban Outfitters, Inc.*		3,645		76,727

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Winmark Corp.		175		34,615
Zumiez, Inc.*		1,032		33,860
				2,890,456
Technology Hardware, Storage & Peripherals - 0.2%
3D Systems Corp.*		6,588		71,216
Avid Technology, Inc.*		1,915		56,091
Corsair Gaming, Inc.*		1,445		23,192
Diebold Nixdorf, Inc.*		3,817		11,871
Eastman Kodak Co.*(b)		2,376		10,977
Quantum Corp.*		3,143		6,003
Super Micro Computer, Inc.*		2,368		118,542
Turtle Beach Corp.*(b)		804		14,054
				311,946
Textiles, Apparel & Luxury Goods - 0.4%
Crocs, Inc.*		3,089		172,243
Fossil Group, Inc.*		2,531		18,578
G-III Apparel Group Ltd.*		2,341		58,665
Kontoor Brands, Inc.		2,744		109,952
Movado Group, Inc.		829		28,128
Oxford Industries, Inc.		853		77,759
PLBY Group, Inc.*(b)		1,566		13,875
Rocky Brands, Inc.		363		13,594
Steven Madden Ltd.		4,267		158,647
Superior Group of Cos., Inc.		617		11,106
Unifi, Inc.*		739		11,684
Vera Bradley, Inc.*		1,375		9,364
Wolverine World Wide, Inc.		4,322		92,231
				775,826
Thrifts & Mortgage Finance - 1.0%
Axos Financial, Inc.*		3,026		116,955
Blue Foundry Bancorp*		1,493		17,871
Bridgewater Bancshares, Inc.*		1,120		18,178
Capitol Federal Financial, Inc.		6,892		69,954
Columbia Financial, Inc.*		2,087		43,389
Enact Holdings, Inc.		786		19,115
Essent Group Ltd.		5,744		245,786
Federal Agricultural Mortgage Corp., Class C		479		50,300
Finance of America Cos., Inc., Class A*(b)		964		2,333
Flagstar Bancorp, Inc.		2,762		106,420
FS Bancorp, Inc.		385		11,646
Hingham Institution For Savings (The)		80		25,824
Home Bancorp, Inc.		397		13,653
Home Point Capital, Inc.(b)		389		1,537
Kearny Financial Corp.		3,490		43,311
Luther Burbank Corp.		818		11,157
Merchants Bancorp		786		20,035
Mr Cooper Group, Inc.*		3,291		142,698
NMI Holdings, Inc., Class A*		4,454		82,889
Northfield Bancorp, Inc.		2,332		30,992
Ocwen Financial Corp.*		435		12,171
PCSB Financial Corp.		665		13,027
PennyMac Financial Services, Inc.		1,592		78,040
Pioneer Bancorp, Inc.*		616		6,215
Provident Bancorp, Inc.		802		12,046
Provident Financial Services, Inc.		3,982		91,546
Radian Group, Inc.		9,554		205,506
Southern Missouri Bancorp, Inc.		400		18,672
TrustCo Bank Corp.		1,003		32,307
Velocity Financial, Inc.*		657		7,194
Walker & Dunlop, Inc.		1,555		165,312
Waterstone Financial, Inc.		1,133		19,590
WSFS Financial Corp.		3,433		146,864
				1,882,533
Tobacco - 0.1%
22nd Century Group, Inc.*(b)		8,533		15,530
Turning Point Brands, Inc.		768		22,456
Universal Corp.		1,284		81,765
Vector Group Ltd.		7,609		93,667
				213,418
Trading Companies & Distributors - 1.3%
Alta Equipment Group, Inc.*		1,003		10,802
Applied Industrial Technologies, Inc.		2,036		210,543
Beacon Roofing Supply, Inc.*		2,957		181,589
BlueLinx Holdings, Inc.*		484		40,007
Boise Cascade Co.		2,094		161,908
Custom Truck One Source, Inc.*(b)		3,100		18,476
Distribution Solutions Group, Inc.*		254		9,751
DXP Enterprises, Inc.*		917		28,134
EVI Industries, Inc.*		247		2,678
GATX Corp.		1,874		202,298
Global Industrial Co.		676		23,167
GMS, Inc.*		2,271		113,119
H&E Equipment Services, Inc.		1,708		60,890
Herc Holdings, Inc.		1,323		155,082
Karat Packaging, Inc.*		242		4,751
McGrath RentCorp		1,282		105,393
MRC Global, Inc.*		4,265		47,725
NOW, Inc.*		5,847		64,551
Rush Enterprises, Inc., Class A		2,241		114,246
Rush Enterprises, Inc., Class B		340		16,833
Textainer Group Holdings Ltd.		2,501		81,132
Titan Machinery, Inc.*		1,026		27,097
Transcat, Inc.*		385		24,405
Triton International Ltd.		3,537		225,555
Veritiv Corp.*		762		110,757
WESCO International, Inc.*		2,366		297,122
Willis Lease Finance Corp.*		161		6,041
				2,344,052
Water Utilities - 0.3%
American States Water Co.		1,956		155,013
Artesian Resources Corp., Class A		433		21,252
Cadiz, Inc.*		1,204		2,432
California Water Service Group		2,794		149,954
Global Water Resources, Inc.		674		9,665
Middlesex Water Co.		915		77,803
Pure Cycle Corp.*		1,021		11,537
SJW Group		1,468		90,796
York Water Co. (The)		691		28,317
				546,769
Wireless Telecommunication Services - 0.1%
Gogo, Inc.*		3,136		63,536
Shenandoah Telecommunications Co.		2,568		58,961
Telephone and Data Systems, Inc.		5,360		95,033
United States Cellular Corp.*		810		24,875
				242,405
TOTAL COMMON STOCKS (Cost $178,669,262)				129,193,235

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Number of Rights		Value ($)
RIGHTS - 0.0%(d)
Biotechnology - 0.0%
Contra Aduro Biotech I, CVR*(e)(f)		687		—
Oncternal Therapeutics, Inc., CVR*(e)(f)		42		—
Tobira Therapeutics, Inc., CVR*(e)(f)		756		—
				—
Food Products - 0.0%(d)
Contraf-Nicotex-Tobacco GmbH*(e)(f)		2,444		1,222
Pharmaceuticals - 0.0%(d)
ANI Pharmaceuticals, Inc., CVR, expiring 12/31/2050*(e)(f)		2		—
Zogenix, Inc., CVR*(e)(f)		4,182		2,844
				2,844
TOTAL RIGHTS (Cost $1,951)				4,066

Investments	Shares		Value ($)
SECURITIES LENDING REINVESTMENTS(g) - 1.8%
INVESTMENT COMPANIES - 1.8%
BlackRock Liquidity FedFund, Institutional Class
0.72% (Cost $3,360,840)		3,360,840		3,360,840

Investments	Principal Amount ($)		Value ($)
SHORT-TERM INVESTMENTS - 36.6%
REPURCHASE AGREEMENTS(h) - 36.6%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $66,533,171
(Cost $66,531,831)		66,531,831		66,531,831
Total Investments - 109.5% (Cost $248,563,884)				199,089,972
Liabilities in excess of other assets - (9.5%)				(17,319,873	)
Net Assets - 100.0%				181,770,099

*	Non-income producing security.
(a)	All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $61,666,940.
(b)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $5,200,000, collateralized in the form of cash with a value of $3,360,840 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $2,143,985 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% – 4.63%, and maturity dates ranging from June 15, 2022 – February 15, 2051. The total value of collateral is $5,504,825.
(c)	Security exempt from registration pursuant to Regulation S under the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States and as such may have restrictions on resale.
(d)	Represents less than 0.05% of net assets.
(e)	Security fair valued as of May 31, 2022 in accordance with procedures approved by the Board of Trustees. Total value of all such securities at May 31, 2022 amounted to $4,066, which represents approximately 0.00% of net assets of the Fund.
(f)	Illiquid security.
(g)	The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $3,360,840.
(h)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Abbreviations
CVR	Contingent Value Rights - No defined expiration

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	3,996,444
Aggregate gross unrealized depreciation		(119,401,200	)
Net unrealized depreciation	$	(115,404,756	)
Federal income tax cost	$	250,388,448

See accompanying notes to the financial statements.

Ultra Russell2000

Schedule of Portfolio Investments

May 31, 2022

Futures Contracts Purchased

Ultra Russell2000 had the following open long futures contracts as of May 31, 2022:  

	Number of Contracts	Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
Russell 2000 E-Mini Index	162	6/17/2022	USD	$	15,081,390	$	415,747

Swap Agreements^a

Ultra Russell2000 had the following open non-exchange traded total return swap agreements as of May 31, 2022:        

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/ the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/ the Counterparty ($)		Net Amounte ($)
	7,595,963	5/8/2023	Bank of America NA		1.13	%	Russell 2000® Index		(9,640,583	)		7,892,497		1,748,086		—
	531,251	11/6/2023	Barclays Capital		1.33	%	Russell 2000® Index		28,364			—		—		28,364
	33,841,646	5/8/2023	BNP Paribas SA		0.98	%	Russell 2000® Index		(7,982,438	)		—		7,982,438		—
	22,279,006	4/10/2023	Citibank NA		1.12	%	Russell 2000® Index		(10,863,855	)		10,558,947		304,908		—
	31,901,181	3/7/2023	Goldman Sachs International		1.23	%	Russell 2000® Index		(10,523,235	)		—		10,523,235		—
	11,456,826	11/7/2022	Morgan Stanley & Co. International plc		1.28	%	iShares® Russell 2000 ETF		(1,101,396	)
	30,350,299	11/7/2022	Morgan Stanley & Co. International plc		1.28	%	Russell 2000® Index		(2,639,415	)
	41,807,125								(3,740,811	)		1,203,667		2,537,144		—
	62,525,494	3/7/2023	Societe Generale		1.18	%	Russell 2000® Index		(12,376,553	)		595,094		11,781,459		—
	18,767,155	3/7/2023	UBS AG		0.83	%	Russell 2000® Index		(9,422,916	)		9,330,552		92,364		—
	219,248,821								(64,522,027	)
							Total Unrealized Appreciation		28,364
							Total Unrealized Depreciation		(64,550,391	)

a The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

b Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

c Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

d The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

e Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations
USD	U.S. Dollar

See accompanying notes to the financial statements.

Ultra S&P500^®

Schedule of Portfolio Investments

May 31, 2022 

Investments	Shares		Value ($)
COMMON STOCKS(a) - 90.8%
Aerospace & Defense - 1.5%
Boeing Co. (The)*		48,777		6,409,298
General Dynamics Corp.		20,513		4,613,579
Howmet Aerospace, Inc.		33,776		1,208,167
Huntington Ingalls Industries, Inc.		3,565		750,290
L3Harris Technologies, Inc.		17,468		4,208,041
Lockheed Martin Corp.		21,570		9,493,173
Northrop Grumman Corp.		13,059		6,111,220
Raytheon Technologies Corp.		132,822		12,634,029
Textron, Inc.		19,617		1,280,794
TransDigm Group, Inc.*		4,689		2,838,580
				49,547,171
Air Freight & Logistics - 0.6%
CH Robinson Worldwide, Inc.		11,565		1,254,918
Expeditors International of Washington, Inc.		15,082		1,641,525
FedEx Corp.		21,695		4,872,263
United Parcel Service, Inc., Class B		64,898		11,827,661
				19,596,367
Airlines - 0.2%
Alaska Air Group, Inc.*		11,206		540,802
American Airlines Group, Inc.*(b)		57,650		1,030,206
Delta Air Lines, Inc.*		56,960		2,374,662
Southwest Airlines Co.*		52,721		2,417,785
United Airlines Holdings, Inc.*		28,818		1,372,601
				7,736,056
Auto Components - 0.1%
Aptiv plc*		24,075		2,557,728
BorgWarner, Inc.		21,336		860,268
				3,417,996
Automobiles - 1.9%
Ford Motor Co.		350,073		4,788,999
General Motors Co.*		129,315		5,001,904
Tesla, Inc.*		74,507		56,495,678
				66,286,581
Banks - 3.6%
Bank of America Corp.		632,651		23,534,617
Citigroup, Inc.		176,614		9,432,954
Citizens Financial Group, Inc.		44,046		1,822,623
Comerica, Inc.		11,630		967,732
Fifth Third Bancorp		60,857		2,399,591
First Republic Bank		15,954		2,473,349
Huntington Bancshares, Inc.		127,963		1,776,126
JPMorgan Chase & Co.		263,011		34,777,945
KeyCorp		82,670		1,650,093
M&T Bank Corp.		15,949		2,870,342
PNC Financial Services Group, Inc. (The)		37,378		6,556,475
Regions Financial Corp.		83,840		1,852,026
Signature Bank		5,582		1,207,219
SVB Financial Group*		5,229		2,554,733
Truist Financial Corp.		118,802		5,909,211
US Bancorp		120,186		6,378,271
Wells Fargo & Co.		345,831		15,828,685
Zions Bancorp NA		13,495		769,755
				122,761,747
Beverages - 1.5%
Brown-Forman Corp., Class B		16,268		1,075,640
Coca-Cola Co. (The)		345,984		21,928,466
Constellation Brands, Inc., Class A		14,626		3,590,244
Molson Coors Beverage Co., Class B		16,768		936,325
Monster Beverage Corp.*		33,432		2,979,460
PepsiCo, Inc.		123,131		20,655,226
				51,165,361
Biotechnology - 1.9%
AbbVie, Inc.		157,337		23,186,754
Amgen, Inc.		50,133		12,871,147
Biogen, Inc.*		13,073		2,614,600
Gilead Sciences, Inc.		111,637		7,239,660
Incyte Corp.*		16,742		1,270,550
Moderna, Inc.*		31,392		4,562,199
Regeneron Pharmaceuticals, Inc.*		9,497		6,313,036
Vertex Pharmaceuticals, Inc.*		22,656		6,086,534
				64,144,480
Building Products - 0.4%
A O Smith Corp.		11,695		703,103
Allegion plc		7,982		891,190
Carrier Global Corp.		76,135		2,992,867
Fortune Brands Home & Security, Inc.		12,080		837,748
Johnson Controls International plc		62,529		3,408,456
Masco Corp.		21,349		1,210,275
Trane Technologies plc		20,784		2,869,439
				12,913,078
Capital Markets - 2.6%
Ameriprise Financial, Inc.		9,869		2,726,509
Bank of New York Mellon Corp. (The)		65,846		3,069,082
BlackRock, Inc.		12,694		8,493,301
Cboe Global Markets, Inc.		9,491		1,065,934
Charles Schwab Corp. (The)		133,804		9,379,660
CME Group, Inc.		31,990		6,360,572
FactSet Research Systems, Inc.		3,363		1,283,926
Franklin Resources, Inc.		25,022		677,596
Goldman Sachs Group, Inc. (The)		30,210		9,874,138
Intercontinental Exchange, Inc.		50,007		5,120,217
Invesco Ltd.		30,373		587,414
MarketAxess Holdings, Inc.		3,383		952,923
Moody's Corp.		14,394		4,340,799
Morgan Stanley		126,163		10,867,681
MSCI, Inc.		7,233		3,199,518
Nasdaq, Inc.		10,417		1,617,343
Northern Trust Corp.		18,490		2,066,257
Raymond James Financial, Inc.		16,628		1,637,692
S&P Global, Inc.		31,523		11,016,658
State Street Corp.		32,571		2,361,072
T. Rowe Price Group, Inc.		20,398		2,592,382
				89,290,674
Chemicals - 1.7%
Air Products and Chemicals, Inc.		19,732		4,857,229
Albemarle Corp.		10,410		2,710,972
Celanese Corp.		9,614		1,504,783
CF Industries Holdings, Inc.		19,087		1,885,223
Corteva, Inc.		64,707		4,051,952
Dow, Inc.		65,483		4,451,534
DuPont de Nemours, Inc.		45,643		3,096,878
Eastman Chemical Co.		11,485		1,265,188
Ecolab, Inc.		22,193		3,637,655
FMC Corp.		11,281		1,382,825
International Flavors & Fragrances, Inc.		22,653		2,994,047
Linde plc		45,612		14,809,304

See accompanying notes to the financial statements.

Ultra S&P500^®

Schedule of Portfolio Investments

May 31, 2022 

Investments	Shares		Value ($)
LyondellBasell Industries NV, Class A		23,402		2,673,678
Mosaic Co. (The)		32,966		2,065,320
PPG Industries, Inc.		21,133		2,673,113
Sherwin-Williams Co. (The)		21,467		5,754,015
				59,813,716
Commercial Services & Supplies - 0.4%
Cintas Corp.		7,852		3,127,687
Copart, Inc.*		18,998		2,175,841
Republic Services, Inc.		18,586		2,487,550
Rollins, Inc.		20,141		714,200
Waste Management, Inc.		34,255		5,429,760
				13,935,038
Communications Equipment - 0.7%
Arista Networks, Inc.*		19,968		2,042,327
Cisco Systems, Inc.		375,364		16,910,148
F5, Inc.*		5,410		882,046
Juniper Networks, Inc.		28,941		887,910
Motorola Solutions, Inc.		15,035		3,303,791
				24,026,222
Construction & Engineering - 0.0%(c)
Quanta Services, Inc.		12,686		1,509,634
Construction Materials - 0.1%
Martin Marietta Materials, Inc.		5,552		1,884,238
Vulcan Materials Co.		11,810		1,947,115
				3,831,353
Consumer Finance - 0.5%
American Express Co.		54,744		9,241,882
Capital One Financial Corp.		36,840		4,710,363
Discover Financial Services		25,631		2,908,862
Synchrony Financial		46,396		1,718,508
				18,579,615
Containers & Packaging - 0.3%
Amcor plc		134,718		1,764,806
Avery Dennison Corp.		7,368		1,271,422
Ball Corp.		28,825		2,043,404
International Paper Co.		34,470		1,670,072
Packaging Corp. of America		8,455		1,329,802
Sealed Air Corp.		13,186		819,905
WestRock Co.		23,430		1,136,121
				10,035,532
Distributors - 0.1%
Genuine Parts Co.		12,679		1,733,600
LKQ Corp.		23,867		1,226,525
Pool Corp.		3,567		1,421,877
				4,382,002
Diversified Financial Services - 1.5%
Berkshire Hathaway, Inc., Class B*		162,992		51,502,212
Diversified Telecommunication Services - 1.0%
AT&T, Inc.		635,551		13,530,881
Lumen Technologies, Inc.(b)		82,007		1,003,766
Verizon Communications, Inc.		373,619		19,162,918
				33,697,565
Electric Utilities - 1.7%
Alliant Energy Corp.		22,285		1,422,229
American Electric Power Co., Inc.		44,824		4,573,393
Constellation Energy Corp.		29,058		1,803,920
Duke Energy Corp.		68,463		7,703,457
Edison International		33,811		2,363,727
Entergy Corp.		17,887		2,152,164
Evergy, Inc.		20,407		1,427,265
Eversource Energy		30,602		2,825,176
Exelon Corp.		87,173		4,284,553
FirstEnergy Corp.		50,745		2,180,005
NextEra Energy, Inc.		174,629		13,217,669
NRG Energy, Inc.		21,791		1,003,258
Pinnacle West Capital Corp.		10,041		779,684
PPL Corp.		66,816		2,016,507
Southern Co. (The)		94,320		7,136,251
Xcel Energy, Inc.		47,946		3,612,252
				58,501,510
Electrical Equipment - 0.5%
AMETEK, Inc.		20,587		2,500,703
Eaton Corp. plc		35,479		4,917,389
Emerson Electric Co.		52,861		4,686,656
Generac Holdings, Inc.*		5,614		1,387,107
Rockwell Automation, Inc.		10,338		2,204,062
				15,695,917
Electronic Equipment, Instruments & Components - 0.6%
Amphenol Corp., Class A		53,304		3,777,122
CDW Corp.		12,079		2,051,739
Corning, Inc.		66,478		2,381,242
IPG Photonics Corp.*		3,178		335,247
Keysight Technologies, Inc.*		16,294		2,372,406
TE Connectivity Ltd.		28,975		3,749,075
Teledyne Technologies, Inc.*		4,153		1,682,588
Trimble, Inc.*		22,343		1,520,441
Zebra Technologies Corp., Class A*		4,724		1,597,610
				19,467,470
Energy Equipment & Services - 0.3%
Baker Hughes Co.		80,607		2,900,240
Halliburton Co.		79,974		3,238,947
Schlumberger NV		124,898		5,740,312
				11,879,499
Entertainment - 1.2%
Activision Blizzard, Inc.		69,338		5,400,043
Electronic Arts, Inc.		25,024		3,469,578
Live Nation Entertainment, Inc.*(b)		12,022		1,142,691
Netflix, Inc.*		39,507		7,800,262
Take-Two Interactive Software, Inc.*		14,071		1,752,262
Walt Disney Co. (The)*		162,039		17,895,587
Warner Bros Discovery, Inc.*		196,813		3,631,200
				41,091,623
Equity Real Estate Investment Trusts (REITs) - 2.4%
Alexandria Real Estate Equities, Inc.		12,953		2,149,550
American Tower Corp.		40,535		10,382,230
AvalonBay Communities, Inc.		12,438		2,586,606
Boston Properties, Inc.		12,655		1,406,983
Camden Property Trust		9,100		1,305,759
Crown Castle International Corp.		38,465		7,294,887
Digital Realty Trust, Inc.		25,256		3,525,485
Duke Realty Corp.		33,895		1,790,673
Equinix, Inc.		8,013		5,505,652
Equity Residential		30,413		2,336,631
Essex Property Trust, Inc.		5,807		1,648,317
Extra Space Storage, Inc.		11,915		2,123,253
Federal Realty Investment Trust(b)		6,297		723,966
Healthpeak Properties, Inc.		47,992		1,424,883
Host Hotels & Resorts, Inc.		63,551		1,270,385
Iron Mountain, Inc.		25,769		1,388,949
Kimco Realty Corp.		54,885		1,298,030

See accompanying notes to the financial statements.

Ultra S&P500^®

Schedule of Portfolio Investments

May 31, 2022 

Investments	Shares		Value ($)
Mid-America Apartment Communities, Inc.(b)		10,269		1,858,689
Prologis, Inc.		65,862		8,396,088
Public Storage		13,577		4,489,099
Realty Income Corp.		50,355		3,435,218
Regency Centers Corp.		13,714		935,432
SBA Communications Corp.		9,681		3,258,721
Simon Property Group, Inc.		29,246		3,353,054
UDR, Inc.		26,616		1,272,245
Ventas, Inc.		35,530		2,015,972
Vornado Realty Trust		14,150		494,684
Welltower, Inc.		38,738		3,451,168
Weyerhaeuser Co.		66,505		2,628,278
				83,750,887
Food & Staples Retailing - 1.3%
Costco Wholesale Corp.		39,461		18,397,507
Kroger Co. (The)		59,550		3,154,364
Sysco Corp.		45,165		3,801,990
Walgreens Boots Alliance, Inc.		63,765		2,794,820
Walmart, Inc.		125,902		16,194,774
				44,343,455
Food Products - 1.0%
Archer-Daniels-Midland Co.		49,802		4,523,018
Campbell Soup Co.		17,992		861,997
Conagra Brands, Inc.		42,696		1,404,271
General Mills, Inc.		53,688		3,750,107
Hershey Co. (The)		12,938		2,739,104
Hormel Foods Corp.		25,110		1,222,104
J M Smucker Co. (The)		9,644		1,209,068
Kellogg Co.		22,768		1,587,840
Kraft Heinz Co. (The)		63,188		2,390,402
Lamb Weston Holdings, Inc.		12,922		873,269
McCormick & Co., Inc. (Non-Voting)		22,230		2,061,166
Mondelez International, Inc., Class A		123,557		7,853,283
Tyson Foods, Inc., Class A		26,032		2,332,727
				32,808,356
Gas Utilities - 0.0%(c)
Atmos Energy Corp.		12,053		1,401,884
Health Care Equipment & Supplies - 2.5%
Abbott Laboratories		157,372		18,484,915
ABIOMED, Inc.*		4,051		1,068,249
Align Technology, Inc.*		6,527		1,812,156
Baxter International, Inc.		44,556		3,388,484
Becton Dickinson and Co.		25,343		6,482,739
Boston Scientific Corp.*		126,829		5,201,257
Cooper Cos., Inc. (The)(b)		4,386		1,538,346
DENTSPLY SIRONA, Inc.		19,455		769,640
Dexcom, Inc.*		8,625		2,569,732
Edwards Lifesciences Corp.*		55,563		5,603,529
Hologic, Inc.*		22,252		1,674,908
IDEXX Laboratories, Inc.*		7,546		2,955,165
Intuitive Surgical, Inc.*		31,843		7,248,741
Medtronic plc		119,662		11,984,149
ResMed, Inc.		13,015		2,648,032
STERIS plc		8,912		2,033,718
Stryker Corp.		29,877		7,006,156
Teleflex, Inc.		4,170		1,199,876
Zimmer Biomet Holdings, Inc.		18,596		2,235,425
				85,905,217
Health Care Providers & Services - 2.9%
AmerisourceBergen Corp.		13,401		2,074,341
Anthem, Inc.		21,600		11,007,576
Cardinal Health, Inc.		24,663		1,389,020
Centene Corp.*		51,930		4,229,179
Cigna Corp.		28,741		7,710,923
CVS Health Corp.		116,814		11,301,755
DaVita, Inc.*		5,481		534,343
HCA Healthcare, Inc.		21,310		4,483,624
Henry Schein, Inc.*		12,341		1,056,883
Humana, Inc.		11,443		5,197,754
Laboratory Corp. of America Holdings		8,286		2,044,322
McKesson Corp.		13,332		4,382,095
Molina Healthcare, Inc.*		5,197		1,508,273
Quest Diagnostics, Inc.		10,591		1,493,543
UnitedHealth Group, Inc.		83,826		41,643,080
Universal Health Services, Inc., Class B		6,507		810,837
				100,867,548
Health Care Technology - 0.1%
Cerner Corp.		26,182		2,483,363
Hotels, Restaurants & Leisure - 1.7%
Booking Holdings, Inc.*		3,655		8,200,212
Caesars Entertainment, Inc.*		19,024		954,434
Carnival Corp.*(b)		71,986		999,166
Chipotle Mexican Grill, Inc.*		2,504		3,511,985
Darden Restaurants, Inc.		11,367		1,420,875
Domino's Pizza, Inc.		3,238		1,175,944
Expedia Group, Inc.*		13,369		1,729,013
Hilton Worldwide Holdings, Inc.		24,810		3,494,737
Las Vegas Sands Corp.*		30,601		1,085,111
Marriott International, Inc., Class A		24,347		4,177,458
McDonald's Corp.		66,499		16,771,713
MGM Resorts International		33,518		1,172,124
Norwegian Cruise Line Holdings Ltd.*(b)		37,098		593,939
Penn National Gaming, Inc.*		14,786		472,561
Royal Caribbean Cruises Ltd.*		19,961		1,159,135
Starbucks Corp.		102,378		8,036,673
Wynn Resorts Ltd.*		9,366		619,093
Yum! Brands, Inc.		25,720		3,124,208
				58,698,381
Household Durables - 0.3%
DR Horton, Inc.		28,698		2,156,655
Garmin Ltd.		13,522		1,428,194
Lennar Corp., Class A		23,262		1,866,775
Mohawk Industries, Inc.*		4,882		690,608
Newell Brands, Inc.		33,694		722,399
NVR, Inc.*		292		1,299,581
PulteGroup, Inc.		22,129		1,001,559
Whirlpool Corp.		5,251		967,444
				10,133,215
Household Products - 1.3%
Church & Dwight Co., Inc.		21,537		1,939,622
Clorox Co. (The)		10,953		1,592,128
Colgate-Palmolive Co.		75,012		5,911,696
Kimberly-Clark Corp.		29,974		3,987,141
Procter & Gamble Co. (The)		213,337		31,548,276
				44,978,863

See accompanying notes to the financial statements.

Ultra S&P500^®

Schedule of Portfolio Investments

May 31, 2022 

Investments	Shares		Value ($)
Independent Power and Renewable Electricity Producers - 0.0%(c)
AES Corp. (The)		59,336		1,307,765
Industrial Conglomerates - 0.8%
3M Co.		50,826		7,587,814
General Electric Co.		97,837		7,659,659
Honeywell International, Inc.		61,041		11,818,758
				27,066,231
Insurance - 2.0%
Aflac, Inc.		53,399		3,234,377
Allstate Corp. (The)		24,969		3,413,013
American International Group, Inc.		73,898		4,336,335
Aon plc, Class A		19,117		5,269,983
Arthur J Gallagher & Co.		18,551		3,004,149
Assurant, Inc.		5,070		895,818
Brown & Brown, Inc.		20,867		1,238,874
Chubb Ltd.		38,331		8,098,957
Cincinnati Financial Corp.		13,337		1,705,269
Everest Re Group Ltd.		3,504		989,880
Globe Life, Inc.		8,268		806,709
Hartford Financial Services Group, Inc. (The)		29,801		2,160,870
Lincoln National Corp.		14,824		858,754
Loews Corp.		17,455		1,143,128
Marsh & McLennan Cos., Inc.		44,935		7,187,353
MetLife, Inc.		62,451		4,208,573
Principal Financial Group, Inc.		21,621		1,576,820
Progressive Corp. (The)		52,010		6,208,954
Prudential Financial, Inc.		33,640		3,574,250
Travelers Cos., Inc. (The)		21,465		3,843,094
W R Berkley Corp.		18,648		1,326,432
Willis Towers Watson plc		10,862		2,292,642
				67,374,234
Interactive Media & Services - 4.7%
Alphabet, Inc., Class A*		26,766		60,899,074
Alphabet, Inc., Class C*		24,724		56,390,005
Match Group, Inc.*		25,193		1,984,704
Meta Platforms, Inc., Class A*		205,506		39,794,182
Twitter, Inc.*		71,159		2,817,896
				161,885,861
Internet & Direct Marketing Retail - 2.8%
Amazon.com, Inc.*		38,945		93,631,179
eBay, Inc.		55,713		2,711,552
Etsy, Inc.*		11,283		915,277
				97,258,008
IT Services - 4.0%
Accenture plc, Class A		56,250		16,788,375
Akamai Technologies, Inc.*(b)		14,461		1,461,139
Automatic Data Processing, Inc.		37,382		8,333,943
Broadridge Financial Solutions, Inc.		10,392		1,519,518
Cognizant Technology Solutions Corp., Class A		46,742		3,491,627
DXC Technology Co.*		21,757		766,282
EPAM Systems, Inc.*		5,048		1,708,849
Fidelity National Information Services, Inc.		54,191		5,662,960
Fiserv, Inc.*		52,879		5,297,418
FleetCor Technologies, Inc.*		7,227		1,798,150
Gartner, Inc.*		7,318		1,920,243
Global Payments, Inc.		25,342		3,320,816
International Business Machines Corp.		79,814		11,081,376
Jack Henry & Associates, Inc.		6,481		1,219,206
Mastercard, Inc., Class A		76,814		27,489,426
Paychex, Inc.		28,571		3,537,947
PayPal Holdings, Inc.*		103,687		8,835,169
VeriSign, Inc.*		8,600		1,501,130
Visa, Inc., Class A		147,596		31,315,443
				137,049,017
Leisure Products - 0.0%(c)
Hasbro, Inc.		11,536		1,035,356
Life Sciences Tools & Services - 1.7%
Agilent Technologies, Inc.		26,732		3,409,934
Bio-Rad Laboratories, Inc., Class A*		1,922		1,033,632
Bio-Techne Corp.		3,497		1,292,946
Charles River Laboratories International, Inc.*		4,491		1,051,253
Danaher Corp.		56,629		14,939,863
Illumina, Inc.*		13,915		3,332,364
IQVIA Holdings, Inc.*		17,003		3,659,896
Mettler-Toledo International, Inc.*		2,046		2,631,402
PerkinElmer, Inc.		11,232		1,681,093
Thermo Fisher Scientific, Inc.		35,069		19,904,112
Waters Corp.*		5,436		1,782,736
West Pharmaceutical Services, Inc.		6,594		2,046,646
				56,765,877
Machinery - 1.5%
Caterpillar, Inc.		48,138		10,390,587
Cummins, Inc.		12,680		2,651,642
Deere & Co.		24,956		8,928,758
Dover Corp.		12,811		1,715,521
Fortive Corp.		31,916		1,971,451
IDEX Corp.		6,766		1,296,027
Illinois Tool Works, Inc.		25,420		5,289,139
Ingersoll Rand, Inc.		36,274		1,710,319
Nordson Corp.		4,816		1,049,310
Otis Worldwide Corp.		37,824		2,814,106
PACCAR, Inc.		30,914		2,684,572
Parker-Hannifin Corp.		11,438		3,113,081
Pentair plc		14,727		738,854
Snap-on, Inc.		4,756		1,055,261
Stanley Black & Decker, Inc.		14,510		1,722,192
Westinghouse Air Brake Technologies Corp.		16,627		1,570,586
Xylem, Inc.		16,048		1,352,044
				50,053,450
Media - 0.9%
Charter Communications, Inc., Class A*		10,607		5,377,007
Comcast Corp., Class A		402,613		17,827,704
DISH Network Corp., Class A*(b)		22,227		507,442
Fox Corp., Class A		28,106		998,044
Fox Corp., Class B		12,975		424,412
Interpublic Group of Cos., Inc. (The)		35,031		1,129,049
News Corp., Class A		34,783		605,224
News Corp., Class B		10,776		189,442
Omnicom Group, Inc.		18,603		1,387,970
Paramount Global, Class B		53,999		1,853,786
				30,300,080
Metals & Mining - 0.4%
Freeport-McMoRan, Inc.		130,653		5,105,920
Newmont Corp.		70,973		4,815,518

See accompanying notes to the financial statements.

Ultra S&P500^®

Schedule of Portfolio Investments

May 31, 2022 

Investments	Shares		Value ($)
Nucor Corp.		24,207		3,206,459
				13,127,897
Multiline Retail - 0.4%
Dollar General Corp.		20,621		4,543,631
Dollar Tree, Inc.*		20,025		3,210,608
Target Corp.		42,645		6,903,373
				14,657,612
Multi-Utilities - 0.9%
Ameren Corp.		22,926		2,182,326
CenterPoint Energy, Inc.		55,972		1,793,903
CMS Energy Corp.		25,792		1,832,264
Consolidated Edison, Inc.		31,482		3,124,903
Dominion Energy, Inc.		72,092		6,071,588
DTE Energy Co.		17,243		2,288,319
NiSource, Inc.		34,950		1,099,177
Public Service Enterprise Group, Inc.		45,007		3,084,780
Sempra Energy		28,425		4,657,720
WEC Energy Group, Inc.		28,073		2,949,630
				29,084,610
Oil, Gas & Consumable Fuels - 4.0%
APA Corp.		32,327		1,519,692
Chevron Corp.		171,566		29,965,718
ConocoPhillips		115,903		13,022,861
Coterra Energy, Inc.(b)		72,402		2,485,561
Devon Energy Corp.		56,038		4,197,246
Diamondback Energy, Inc.		15,161		2,304,775
EOG Resources, Inc.		52,071		7,131,644
Exxon Mobil Corp.		376,788		36,171,648
Hess Corp.		24,532		3,019,153
Kinder Morgan, Inc.		173,553		3,417,259
Marathon Oil Corp.		69,292		2,177,848
Marathon Petroleum Corp.		51,534		5,245,646
Occidental Petroleum Corp.(b)		78,969		5,473,341
ONEOK, Inc.		39,686		2,613,323
Phillips 66		41,642		4,197,930
Pioneer Natural Resources Co.		20,206		5,616,056
Valero Energy Corp.		36,385		4,715,496
Williams Cos., Inc. (The)		108,138		4,007,594
				137,282,791
Personal Products - 0.2%
Estee Lauder Cos., Inc. (The), Class A		20,685		5,267,435
Pharmaceuticals - 4.0%
Bristol-Myers Squibb Co.		193,993		14,636,772
Catalent, Inc.*		15,941		1,642,879
Eli Lilly & Co.		70,665		22,149,238
Johnson & Johnson		234,298		42,063,520
Merck & Co., Inc.		224,807		20,688,988
Organon & Co.		22,561		856,415
Pfizer, Inc.		499,546		26,495,920
Viatris, Inc.		107,633		1,320,657
Zoetis, Inc.		42,103		7,196,666
				137,051,055
Professional Services - 0.3%
Equifax, Inc.		10,857		2,199,411
Jacobs Engineering Group, Inc.		11,504		1,611,595
Leidos Holdings, Inc.		12,490		1,305,205
Nielsen Holdings plc		31,937		816,310
Robert Half International, Inc.		9,744		878,422
Verisk Analytics, Inc.		14,343		2,508,877
				9,319,820
Real Estate Management & Development - 0.1%
CBRE Group, Inc., Class A*		29,781		2,467,058
Road & Rail - 0.8%
CSX Corp.		197,399		6,275,314
JB Hunt Transport Services, Inc.		7,477		1,290,381
Norfolk Southern Corp.		21,336		5,113,386
Old Dominion Freight Line, Inc.		8,291		2,141,068
Union Pacific Corp.		56,679		12,456,910
				27,277,059
Semiconductors & Semiconductor Equipment - 5.1%
Advanced Micro Devices, Inc.*		145,495		14,820,071
Analog Devices, Inc.		46,750		7,872,700
Applied Materials, Inc.		79,032		9,269,663
Broadcom, Inc.		36,749		21,319,197
Enphase Energy, Inc.*		11,919		2,219,199
Intel Corp.		362,409		16,098,208
KLA Corp.		13,414		4,894,098
Lam Research Corp.		12,416		6,456,692
Microchip Technology, Inc.		49,481		3,594,795
Micron Technology, Inc.		99,661		7,358,968
Monolithic Power Systems, Inc.		3,857		1,737,154
NVIDIA Corp.		222,502		41,545,573
NXP Semiconductors NV		23,672		4,491,999
Qorvo, Inc.*		9,650		1,078,387
QUALCOMM, Inc.		100,300		14,364,966
Skyworks Solutions, Inc.		14,596		1,589,067
SolarEdge Technologies, Inc.*		4,674		1,275,020
Teradyne, Inc.(b)		14,507		1,585,035
Texas Instruments, Inc.		82,193		14,528,435
				176,099,227
Software - 7.9%
Adobe, Inc.*		41,976		17,482,164
ANSYS, Inc.*		7,766		2,021,956
Autodesk, Inc.*		19,577		4,067,122
Cadence Design Systems, Inc.*		24,670		3,792,519
Ceridian HCM Holding, Inc.*(b)		12,175		685,452
Citrix Systems, Inc.		11,100		1,117,659
Fortinet, Inc.*		12,078		3,552,623
Intuit, Inc.		25,201		10,444,806
Microsoft Corp.		667,209		181,394,111
NortonLifeLock, Inc.		51,781		1,260,350
Oracle Corp.		140,228		10,085,198
Paycom Software, Inc.*		4,285		1,218,397
PTC, Inc.*		9,367		1,091,536
Roper Technologies, Inc.		9,388		4,153,627
Salesforce, Inc.*		87,667		14,047,760
ServiceNow, Inc.*		17,799		8,320,499
Synopsys, Inc.*		13,656		4,358,995
Tyler Technologies, Inc.*(b)		3,647		1,297,676
				270,392,450
Specialty Retail - 1.9%
Advance Auto Parts, Inc.		5,549		1,053,533
AutoZone, Inc.*		1,836		3,781,521
Bath & Body Works, Inc.		22,936		940,835
Best Buy Co., Inc.		19,269		1,581,214
CarMax, Inc.*		14,389		1,428,396
Home Depot, Inc. (The)		92,930		28,134,558
Lowe's Cos., Inc.		59,966		11,711,360
O'Reilly Automotive, Inc.*		5,996		3,820,471
Ross Stores, Inc.		31,445		2,673,454
TJX Cos., Inc. (The)		106,171		6,749,291
Tractor Supply Co.		10,129		1,897,769

See accompanying notes to the financial statements.

Ultra S&P500^®

Schedule of Portfolio Investments

May 31, 2022 

Investments	Shares		Value ($)
Ulta Beauty, Inc.*		4,816		2,037,650
				65,810,052
Technology Hardware, Storage & Peripherals - 6.3%
Apple, Inc.		1,379,803		205,369,878
Hewlett Packard Enterprise Co.		115,114		1,795,778
HP, Inc.(b)		96,364		3,742,778
NetApp, Inc.		19,782		1,423,315
Seagate Technology Holdings plc		17,922		1,517,456
Western Digital Corp.*		27,849		1,690,156
				215,539,361
Textiles, Apparel & Luxury Goods - 0.5%
NIKE, Inc., Class B		113,586		13,499,696
PVH Corp.		6,228		441,378
Ralph Lauren Corp.		4,120		416,491
Tapestry, Inc.		23,499		810,716
Under Armour, Inc., Class A*(b)		16,790		177,638
Under Armour, Inc., Class C*		19,141		185,668
VF Corp.		28,727		1,449,564
				16,981,151
Tobacco - 0.7%
Altria Group, Inc.		162,258		8,776,535
Philip Morris International, Inc.		137,931		14,655,169
				23,431,704
Trading Companies & Distributors - 0.2%
Fastenal Co.		51,227		2,743,718
United Rentals, Inc.*		6,445		1,921,770
WW Grainger, Inc.		3,852		1,876,194
				6,541,682
Water Utilities - 0.1%
American Water Works Co., Inc.		16,157		2,443,746
Wireless Telecommunication Services - 0.2%
T-Mobile US, Inc.*		52,257		6,965,336
TOTAL COMMON STOCKS (Cost $3,572,179,499)				3,110,015,513
SECURITIES LENDING REINVESTMENTS(d) - 0.0%(c)
INVESTMENT COMPANIES - 0.0%(c)
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $1,589,475)		1,589,475		1,589,475

Investments	Principal Amount ($)		Value ($)
SHORT-TERM INVESTMENTS - 23.8%
REPURCHASE AGREEMENTS(e) - 6.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $219,208,041 (Cost $219,203,627)		219,203,627		219,203,627
U.S. TREASURY OBLIGATIONS - 17.4%
U.S. Treasury Bills
0.37%, 6/7/2022(f)		50,000,000		49,995,916
0.51%, 6/21/2022(f)		50,000,000		49,983,611
0.63%, 6/30/2022(f)		175,000,000		174,904,138
0.71%, 7/5/2022(b)(f)		75,000,000		74,952,188
0.39%, 7/21/2022(b)(f)		100,000,000		99,883,333
0.74%, 8/18/2022(f)		100,000,000		99,773,854
0.69%, 12/29/2022(f)		45,000,000		44,583,249
TOTAL U.S. TREASURY OBLIGATIONS (Cost $594,447,259)				594,076,289
TOTAL SHORT-TERM INVESTMENTS (Cost $813,650,886)				813,279,916
Total Investments - 114.6%   (Cost $4,387,419,860)				3,924,884,904
Liabilities in excess of other assets - (14.6%)				(500,685,590	)
Net Assets - 100.0%				3,424,199,314

*	Non-income producing security.
(a)	All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $1,472,167,759.
(b)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $31,941,272, collateralized in the form of cash with a value of $1,589,475 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $31,086,923 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% – 6.87%, and maturity dates ranging from June 15, 2022 – May 20, 2052. The total value of collateral is $32,676,398.
(c)	Represents less than 0.05% of net assets.
(d)	The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $1,589,475.
(e)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(f)	The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	109,208,214
Aggregate gross unrealized depreciation		(1,116,857,774	)
Net unrealized depreciation	$	(1,007,649,560	)
Federal income tax cost	$	4,431,515,065

See accompanying notes to the financial statements.

Ultra S&P500^®

Schedule of Portfolio Investments

May 31, 2022 

Futures Contracts Purchased

Ultra S&P500^® had the following open long futures contracts as of May 31, 2022:  

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
S&P 500 E-Mini Index		1,255	6/17/2022	USD	$	259,235,938	$	8,680,002

Swap Agreements^a

Ultra S&P500^® had the following open non-exchange traded total return swap agreements as of May 31, 2022:        

Notional Amount ($)	Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/ the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/ the Counterparty ($)			Net Amounte ($)
266,953,419	5/8/2023	Bank of America NA		1.38	%	S&P 500®		(37,274,846	)		37,274,422			424			—
308,568,301	5/8/2023	BNP Paribas SA		1.43	%	S&P 500®		(141,588,300	)		141,015,917			572,383			—
415,454,625	4/10/2023	Citibank NA		1.49	%	S&P 500®		(60,819,881	)		60,714,954			104,927			—
482,564,873	4/10/2023	Credit Suisse International		1.43	%	S&P 500®		(37,859,705	)		26,234,042			11,625,663			—
50,457,684	4/8/2024	Goldman Sachs International		1.43	%	S&P 500®		916,761
352,091,129	3/7/2023	Goldman Sachs International		1.34	%	SPDR® S&P 500® ETF Trust		(91,963,118	)
402,548,813								(91,046,357	)		90,450,105			596,252			—
362,881,281	5/8/2023	J.P. Morgan Securities		1.23	%	S&P 500®		(61,262,822	)		60,776,730			486,092			—
176,748,584	4/10/2023	Morgan Stanley & Co. International plc		1.38	%	S&P 500®		(23,781,081	)		23,739,902			41,179			—
560,022,025	11/6/2023	Societe Generale		1.33	%	S&P 500®		10,853,083			(10,831,670	)		(21,413	)		—
504,225,604	3/7/2023	UBS AG		1.33	%	S&P 500®		(66,919,492	)		66,895,671			23,821			—
3,479,967,525								(509,699,401	)
						Total Unrealized  Appreciation		11,769,844
						Total Unrealized  Depreciation		(521,469,245	)

a	The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.
b	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
c	Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).
d	The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.
e	Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations
USD	U.S. Dollar

See accompanying notes to the financial statements.

Ultra SmallCap600

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
COMMON STOCKS(a) - 90.4%
Aerospace & Defense - 1.1%
AAR Corp.*		1,067		51,451
Aerojet Rocketdyne Holdings, Inc.*		2,396		97,613
AeroVironment, Inc.*		737		67,775
Kaman Corp.		890		32,227
Moog, Inc., Class A		929		75,611
National Presto Industries, Inc.		163		11,017
Park Aerospace Corp.		624		7,600
Triumph Group, Inc.*		2,067		31,625
				374,919
Air Freight & Logistics - 0.7%
Atlas Air Worldwide Holdings, Inc.*		864		60,229
Forward Air Corp.		861		80,237
Hub Group, Inc., Class A*		1,084		79,110
				219,576
Airlines - 0.4%
Allegiant Travel Co.*		485		72,483
Hawaiian Holdings, Inc.*		1,638		29,074
SkyWest, Inc.*		1,611		43,433
				144,990
Auto Components - 1.2%
American Axle & Manufacturing Holdings, Inc.*		3,650		29,602
Dorman Products, Inc.*		910		91,955
Gentherm, Inc.*		1,062		73,214
LCI Industries		808		96,572
Motorcar Parts of America, Inc.*		614		9,106
Patrick Industries, Inc.(b)		717		43,099
Standard Motor Products, Inc.		611		24,409
XPEL, Inc.*(c)		530		27,359
				395,316
Automobiles - 0.2%
Winnebago Industries, Inc.		1,067		52,763
Banks - 9.2%
Allegiance Bancshares, Inc.		605		24,351
Ameris Bancorp		2,116		96,469
Banc of California, Inc.		1,729		33,266
BancFirst Corp.(b)		605		54,892
Bancorp, Inc. (The)*		1,834		38,202
BankUnited, Inc.		2,739		114,107
Banner Corp.		1,093		63,514
Berkshire Hills Bancorp, Inc.		1,556		40,627
Brookline Bancorp, Inc.		2,483		35,184
Central Pacific Financial Corp.		887		21,412
City Holding Co.		483		39,650
Columbia Banking System, Inc.		2,485		74,923
Community Bank System, Inc.		1,722		113,652
Customers Bancorp, Inc.*		968		39,978
CVB Financial Corp.		4,332		107,347
Dime Community Bancshares, Inc.		1,045		32,855
Eagle Bancorp, Inc.		1,020		50,551
FB Financial Corp.		1,142		47,987
First Bancorp/NC		1,105		41,404
First Bancorp/PR(b)		6,454		96,358
First Commonwealth Financial Corp.		3,014		42,226
First Financial Bancorp		3,010		63,150
First Hawaiian, Inc.		4,077		104,412
Hanmi Financial Corp.		972		22,687
Heritage Financial Corp.		1,123		29,310
Hilltop Holdings, Inc.		1,946		58,400
HomeStreet, Inc.		643		25,919
Hope Bancorp, Inc.		3,838		55,958
Independent Bank Corp.		1,511		125,866
Independent Bank Group, Inc.		1,199		87,623
Lakeland Financial Corp.		808		58,305
Meta Financial Group, Inc.		953		39,616
National Bank Holdings Corp., Class A		958		39,039
NBT Bancorp, Inc.		1,384		51,180
Northwest Bancshares, Inc.		4,051		52,217
OFG Bancorp		1,586		44,947
Pacific Premier Bancorp, Inc.		3,019		98,299
Park National Corp.		461		57,030
Preferred Bank		432		29,596
Renasant Corp.		1,783		55,166
S&T Bancorp, Inc.		1,258		36,998
Seacoast Banking Corp. of Florida		1,870		64,029
ServisFirst Bancshares, Inc.		1,562		130,208
Simmons First National Corp., Class A		4,036		103,766
Southside Bancshares, Inc.		1,034		41,701
Tompkins Financial Corp.		380		28,960
Triumph Bancorp, Inc.*		756		54,992
Trustmark Corp.		1,971		57,336
United Community Banks, Inc.		3,350		105,291
Veritex Holdings, Inc.		1,579		54,412
Westamerica Bancorp		859		51,720
				3,037,088
Beverages - 0.7%
Celsius Holdings, Inc.*		1,222		81,984
Coca-Cola Consolidated, Inc.		148		83,616
MGP Ingredients, Inc.		400		38,744
National Beverage Corp.		745		36,974
				241,318
Biotechnology - 1.9%
Anika Therapeutics, Inc.*		461		10,022
Arcus Biosciences, Inc.*		1,462		27,705
Avid Bioservices, Inc.*(b)		1,971		26,352
Coherus Biosciences, Inc.*		2,040		14,974
Cytokinetics, Inc.*(b)		2,683		107,052
Dynavax Technologies Corp.*(b)		3,568		42,316
Eagle Pharmaceuticals, Inc.*		364		16,999
Emergent BioSolutions, Inc.*		1,531		50,462
Enanta Pharmaceuticals, Inc.*		584		23,319
iTeos Therapeutics, Inc.*		644		11,270
Ligand Pharmaceuticals, Inc.*		534		47,478
Myriad Genetics, Inc.*		2,553		49,120
Organogenesis Holdings, Inc.*		2,019		11,326
REGENXBIO, Inc.*		1,202		25,290
uniQure NV*		1,154		16,571
Vanda Pharmaceuticals, Inc.*		1,784		17,537
Vericel Corp.*		1,497		40,643
Vir Biotechnology, Inc.*		2,338		60,344
Xencor, Inc.*		1,869		41,735
				640,515
Building Products - 1.7%
AAON, Inc.		1,323		70,886
American Woodmark Corp.*		530		27,602
Apogee Enterprises, Inc.		795		33,072
Gibraltar Industries, Inc.*		1,046		43,681

See accompanying notes to the financial statements.

Ultra SmallCap600

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Griffon Corp.		1,511		48,458
Insteel Industries, Inc.		620		25,674
PGT Innovations, Inc.*		1,906		38,311
Quanex Building Products Corp.		1,068		21,723
Resideo Technologies, Inc.*		4,618		109,077
UFP Industries, Inc.		1,978		152,702
				571,186
Capital Markets - 0.8%
B Riley Financial, Inc.		514		27,936
Blucora, Inc.*		1,558		27,561
Brightsphere Investment Group, Inc.		1,120		22,837
Donnelley Financial Solutions, Inc.*		932		28,995
Greenhill & Co., Inc.		430		5,289
Piper Sandler Cos.		452		59,569
StoneX Group, Inc.*		548		41,138
Virtus Investment Partners, Inc.		229		44,119
WisdomTree Investments, Inc.		3,481		20,712
				278,156
Chemicals - 2.7%
AdvanSix, Inc.		900		41,697
American Vanguard Corp.		860		21,225
Balchem Corp.		1,035		128,785
FutureFuel Corp.		827		5,946
GCP Applied Technologies, Inc.*		1,726		53,713
Hawkins, Inc.		602		21,768
HB Fuller Co.		1,688		119,983
Innospec, Inc.		789		80,502
Koppers Holdings, Inc.		681		18,455
Livent Corp.*(b)		5,167		164,259
Quaker Chemical Corp.		430		67,252
Rayonier Advanced Materials, Inc.*		2,042		7,862
Schweitzer-Mauduit International, Inc.		1,006		27,283
Stepan Co.		681		76,347
Tredegar Corp.		821		9,942
Trinseo plc		1,242		58,734
				903,753
Commercial Services & Supplies - 2.0%
ABM Industries, Inc.		2,154		104,146
Brady Corp., Class A		1,543		74,851
CoreCivic, Inc., REIT*		3,847		49,511
Deluxe Corp.		1,365		32,664
GEO Group, Inc. (The), REIT*(b)		3,921		27,878
Harsco Corp.*		2,535		21,041
Healthcare Services Group, Inc.(b)		2,383		40,916
HNI Corp.		1,393		53,115
Interface, Inc.		1,891		27,211
KAR Auction Services, Inc.*		3,874		61,868
Matthews International Corp., Class A		1,010		32,684
Pitney Bowes, Inc.		5,316		24,879
UniFirst Corp.		487		79,595
Viad Corp.*		656		19,759
				650,118
Communications Equipment - 1.2%
ADTRAN, Inc.		1,571		29,110
CalAmp Corp.*(b)		1,150		8,349
Comtech Telecommunications Corp.		845		10,571
Digi International, Inc.*		1,120		24,752
Extreme Networks, Inc.*		4,133		40,999
Harmonic, Inc.*		3,294		31,721
NETGEAR, Inc.*		938		17,869
NetScout Systems, Inc.*		2,360		81,019
Plantronics, Inc.*		1,368		54,009
Viavi Solutions, Inc.*		7,357		106,456
				404,855
Construction & Engineering - 1.0%
Arcosa, Inc.		1,545		81,684
Comfort Systems USA, Inc.		1,154		103,537
Granite Construction, Inc.(b)		1,466		47,865
MYR Group, Inc.*		540		49,470
NV5 Global, Inc.*		379		46,685
				329,241
Consumer Finance - 0.9%
Encore Capital Group, Inc.*(b)		794		48,522
Enova International, Inc.*		1,091		34,454
EZCORP, Inc., Class A*		1,715		13,000
Green Dot Corp., Class A*		1,749		50,441
LendingTree, Inc.*		366		23,098
PRA Group, Inc.*		1,395		51,615
PROG Holdings, Inc.*		1,811		52,863
World Acceptance Corp.*		131		19,397
				293,390
Containers & Packaging - 0.3%
Myers Industries, Inc.		1,159		27,584
O-I Glass, Inc.*		4,977		81,872
				109,456
Diversified Consumer Services - 0.4%
Adtalem Global Education, Inc.*		1,592		51,931
American Public Education, Inc.*		598		8,336
Perdoceo Education Corp.*		2,245		24,493
Strategic Education, Inc.		724		47,654
WW International, Inc.*		1,702		12,067
				144,481
Diversified Telecommunication Services - 0.3%
ATN International, Inc.		349		15,388
Cogent Communications Holdings, Inc.		1,357		81,949
Consolidated Communications Holdings, Inc.*		2,297		15,206
				112,543
Electrical Equipment - 0.4%
AZZ, Inc.		789		35,316
Encore Wire Corp.		649		81,138
Powell Industries, Inc.(b)		289		7,768
				124,222
Electronic Equipment, Instruments & Components - 3.6%
Advanced Energy Industries, Inc.		1,204		98,078
Arlo Technologies, Inc.*		2,698		19,102
Badger Meter, Inc.		937		74,154
Benchmark Electronics, Inc.		1,127		28,727
CTS Corp.(b)		1,031		41,931
ePlus, Inc.*		859		48,740
Fabrinet*		1,184		102,854
FARO Technologies, Inc.*		582		18,752
Insight Enterprises, Inc.*		1,116		110,283
Itron, Inc.*		1,446		74,628
Knowles Corp.*		2,935		56,411
Methode Electronics, Inc.		1,192		53,699
OSI Systems, Inc.*		525		44,058
PC Connection, Inc.		352		15,738
Plexus Corp.*		900		76,320

See accompanying notes to the financial statements.

Ultra SmallCap600

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Rogers Corp.*		599		158,963
Sanmina Corp.*		2,033		89,228
ScanSource, Inc.*		818		31,689
TTM Technologies, Inc.*		3,337		47,686
				1,191,041
Energy Equipment & Services - 2.1%
Archrock, Inc.		4,289		43,019
Bristow Group, Inc.*		741		23,556
Core Laboratories NV		1,481		41,735
DMC Global, Inc.*(b)		615		17,017
Dril-Quip, Inc.*		1,133		35,621
Helix Energy Solutions Group, Inc.*		4,536		21,047
Helmerich & Payne, Inc.		3,374		169,881
Nabors Industries Ltd.*		247		41,192
Oceaneering International, Inc.*		3,191		40,590
Oil States International, Inc.*		1,966		15,217
Patterson-UTI Energy, Inc.		6,879		131,251
ProPetro Holding Corp.*		2,711		35,379
RPC, Inc.*		2,250		21,060
US Silica Holdings, Inc.*		2,384		42,149
				678,714
Entertainment - 0.2%
Cinemark Holdings, Inc.*(b)		3,405		57,817
Marcus Corp. (The)*		700		10,969
				68,786
Equity Real Estate Investment Trusts (REITs) - 6.5%
Acadia Realty Trust		2,828		55,598
Agree Realty Corp.(b)		2,279		158,550
Alexander & Baldwin, Inc.		2,318		47,287
American Assets Trust, Inc.		1,684		57,424
Armada Hoffler Properties, Inc.		2,155		29,696
Brandywine Realty Trust		5,473		61,024
CareTrust REIT, Inc.		3,105		57,536
Centerspace REIT		480		39,830
Chatham Lodging Trust*		1,561		19,887
Community Healthcare Trust, Inc.		751		28,298
DiamondRock Hospitality Co.*		6,737		69,324
Diversified Healthcare Trust		7,645		17,354
Easterly Government Properties, Inc.		2,755		54,081
Essential Properties Realty Trust, Inc.		3,890		89,003
Four Corners Property Trust, Inc.		2,474		68,208
Franklin Street Properties Corp.		3,042		13,750
Getty Realty Corp.		1,262		35,260
Global Net Lease, Inc.		3,315		47,968
Hersha Hospitality Trust*		1,058		11,617
Industrial Logistics Properties Trust		2,091		31,909
Innovative Industrial Properties, Inc.		869		115,620
iStar, Inc.		2,222		38,663
LTC Properties, Inc.		1,259		48,774
LXP Industrial Trust(b)		9,046		104,572
NexPoint Residential Trust, Inc.		729		53,567
Office Properties Income Trust		1,548		32,988
Orion Office REIT, Inc.		1,811		24,141
Retail Opportunity Investments Corp.		3,884		70,184
RPT Realty		2,696		32,810
Safehold, Inc.		453		20,317
Saul Centers, Inc.		418		20,507
Service Properties Trust		5,280		33,422
SITE Centers Corp.		5,742		90,264
Summit Hotel Properties, Inc.*		3,406		29,768
Tanger Factory Outlet Centers, Inc.		3,325		58,221
Uniti Group, Inc.(b)		7,546		85,572
Universal Health Realty Income Trust		410		22,005
Urban Edge Properties		3,521		66,371
Urstadt Biddle Properties, Inc., Class A		965		16,984
Veris Residential, Inc.*		2,560		41,190
Washington REIT		2,706		65,729
Whitestone REIT		1,479		18,177
Xenia Hotels & Resorts, Inc.*		3,651		67,142
				2,150,592
Food & Staples Retailing - 0.8%
Andersons, Inc. (The)		973		36,594
Chefs' Warehouse, Inc. (The)*		1,042		37,231
PriceSmart, Inc.		770		60,545
SpartanNash Co.		1,149		39,537
United Natural Foods, Inc.*		1,858		78,798
				252,705
Food Products - 1.6%
B&G Foods, Inc.(b)		2,075		46,916
Calavo Growers, Inc.		565		19,238
Cal-Maine Foods, Inc.		1,197		57,133
Fresh Del Monte Produce, Inc.		1,063		27,149
Hostess Brands, Inc.*		4,426		94,052
J & J Snack Foods Corp.		476		61,033
John B Sanfilippo & Son, Inc.		285		21,768
Seneca Foods Corp., Class A*		193		10,972
Simply Good Foods Co. (The)*		2,705		108,092
Tootsie Roll Industries, Inc.		569		18,817
TreeHouse Foods, Inc.*		1,784		73,358
				538,528
Gas Utilities - 0.8%
Chesapeake Utilities Corp.		562		75,066
Northwest Natural Holding Co.		982		53,313
South Jersey Industries, Inc.(b)		3,595		125,286
				253,665
Health Care Equipment & Supplies - 3.5%
AngioDynamics, Inc.*		1,237		24,282
Artivion, Inc.*		1,258		24,606
Avanos Medical, Inc.*		1,540		44,183
BioLife Solutions, Inc.*		961		13,185
Cardiovascular Systems, Inc.*		1,298		21,105
CONMED Corp.		937		108,964
Cutera, Inc.*		523		23,530
Embecta Corp.*		1,836		45,496
Glaukos Corp.*		1,499		61,204
Heska Corp.*		343		34,228
Inogen, Inc.*		655		16,820
Integer Holdings Corp.*		1,055		84,168
Lantheus Holdings, Inc.*		2,164		148,277
LeMaitre Vascular, Inc.		613		28,026
Meridian Bioscience, Inc.*		1,391		38,253
Merit Medical Systems, Inc.*		1,625		99,759
Mesa Laboratories, Inc.		168		35,154
Natus Medical, Inc.*		1,091		35,774
Omnicell, Inc.*		1,405		156,180
OraSure Technologies, Inc.*(b)		2,306		9,570
Orthofix Medical, Inc.*		632		17,374
Surmodics, Inc.*		448		17,575
Tactile Systems Technology, Inc.*		636		6,462

See accompanying notes to the financial statements.

Ultra SmallCap600

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Varex Imaging Corp.*(b)		1,266		29,169
Zimvie, Inc.*		681		14,825
Zynex, Inc.		727		5,300
				1,143,469
Health Care Providers & Services - 3.0%
Addus HomeCare Corp.*		510		42,585
AMN Healthcare Services, Inc.*(b)		1,511		146,416
Apollo Medical Holdings, Inc.*(b)		1,207		45,311
Community Health Systems, Inc.*		3,973		20,819
CorVel Corp.*		302		45,046
Covetrus, Inc.*		3,305		68,810
Cross Country Healthcare, Inc.*		1,131		19,962
Ensign Group, Inc. (The)		1,673		135,797
Fulgent Genetics, Inc.*(b)		620		33,796
Hanger, Inc.*		1,176		18,569
Joint Corp. (The)*		461		7,690
MEDNAX, Inc.*		2,726		52,666
ModivCare, Inc.*		393		37,504
Owens & Minor, Inc.		2,413		84,165
Pennant Group, Inc. (The)*(b)		867		16,586
RadNet, Inc.*		1,491		30,610
Select Medical Holdings Corp.		3,391		82,571
Tivity Health, Inc.*		1,415		45,846
US Physical Therapy, Inc.		415		46,725
				981,474
Health Care Technology - 0.5%
Allscripts Healthcare Solutions, Inc.*		3,921		67,010
Computer Programs and Systems, Inc.*		467		14,893
HealthStream, Inc.*		807		16,439
NextGen Healthcare, Inc.*		1,795		32,507
OptimizeRx Corp.*		569		14,555
Simulations Plus, Inc.		503		23,882
				169,286
Hotels, Restaurants & Leisure - 1.4%
BJ's Restaurants, Inc.*		744		19,545
Bloomin' Brands, Inc.		2,598		54,844
Brinker International, Inc.*		1,426		43,279
Cheesecake Factory, Inc. (The)		1,552		50,688
Chuy's Holdings, Inc.*		634		14,322
Dave & Buster's Entertainment, Inc.*		1,238		46,908
Dine Brands Global, Inc.		552		40,567
El Pollo Loco Holdings, Inc.*		622		6,444
Golden Entertainment, Inc.*		651		30,779
Jack in the Box, Inc.		675		46,103
Monarch Casino & Resort, Inc.*		420		28,497
Red Robin Gourmet Burgers, Inc.*		506		4,979
Ruth's Hospitality Group, Inc.		1,015		18,706
Shake Shack, Inc., Class A*		1,251		60,861
				466,522
Household Durables - 2.3%
Cavco Industries, Inc.*		272		60,427
Century Communities, Inc.		948		51,543
Ethan Allen Interiors, Inc.		705		16,398
Installed Building Products, Inc.		751		71,751
iRobot Corp.*		861		40,975
La-Z-Boy, Inc.		1,404		35,844
LGI Homes, Inc.*(b)		682		66,829
M/I Homes, Inc.*		931		43,524
MDC Holdings, Inc.		1,809		69,068
Meritage Homes Corp.*		1,192		101,689
Sonos, Inc.*		4,091		90,534
Tri Pointe Homes, Inc.*		3,551		74,820
Tupperware Brands Corp.*		1,565		10,376
Universal Electronics, Inc.*		420		11,256
				745,034
Household Products - 0.5%
Central Garden & Pet Co.*		314		14,187
Central Garden & Pet Co., Class A*		1,267		53,632
WD-40 Co.		438		82,690
				150,509
Insurance - 2.5%
Ambac Financial Group, Inc.*		1,484		15,894
American Equity Investment Life Holding Co.		2,636		106,125
AMERISAFE, Inc.		619		31,198
Assured Guaranty Ltd.		2,232		131,353
eHealth, Inc.*		760		7,980
Employers Holdings, Inc.		895		37,062
Genworth Financial, Inc., Class A*		16,228		65,723
HCI Group, Inc.(b)		256		17,400
Horace Mann Educators Corp.		1,322		53,488
James River Group Holdings Ltd.		1,192		30,456
Palomar Holdings, Inc.*		772		47,980
ProAssurance Corp.		1,727		38,357
Safety Insurance Group, Inc.		455		42,251
Selectquote, Inc.*		3,988		11,645
SiriusPoint Ltd.*		2,753		15,417
Stewart Information Services Corp.		859		47,666
Trupanion, Inc.*		1,097		73,367
United Fire Group, Inc.		692		22,428
Universal Insurance Holdings, Inc.		899		11,597
				807,387
Interactive Media & Services - 0.1%
Cars.com, Inc.*		2,078		21,507
QuinStreet, Inc.*		1,607		17,677
				39,184
Internet & Direct Marketing Retail - 0.2%
Liquidity Services, Inc.*		854		11,580
PetMed Express, Inc.(b)		670		14,760
Shutterstock, Inc.		743		44,729
				71,069
IT Services - 1.4%
CSG Systems International, Inc.		1,040		64,678
EVERTEC, Inc.		1,910		72,465
ExlService Holdings, Inc.*		1,064		151,290
Perficient, Inc.*		1,053		103,099
TTEC Holdings, Inc.		586		39,520
Unisys Corp.*		2,148		25,626
				456,678
Leisure Products - 0.3%
Sturm Ruger & Co., Inc.		562		38,154
Vista Outdoor, Inc.*		1,799		69,334
				107,488
Life Sciences Tools & Services - 0.1%
NeoGenomics, Inc.*		3,938		33,158
Machinery - 3.9%
Alamo Group, Inc.		315		37,053
Albany International Corp., Class A		1,035		87,354
Astec Industries, Inc.		728		34,049
Barnes Group, Inc.		1,491		53,721
CIRCOR International, Inc.*		649		12,617
Enerpac Tool Group Corp.		1,929		37,654

See accompanying notes to the financial statements.

Ultra SmallCap600

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
EnPro Industries, Inc.		659		63,106
ESCO Technologies, Inc.		830		54,622
Federal Signal Corp.		1,954		68,585
Franklin Electric Co., Inc.		1,249		92,076
Greenbrier Cos., Inc. (The)(b)		1,041		43,316
Hillenbrand, Inc.		2,329		97,445
John Bean Technologies Corp.		1,016		123,698
Lindsay Corp.		350		44,100
Meritor, Inc.*(b)		2,264		81,889
Mueller Industries, Inc.		1,834		98,761
Proto Labs, Inc.*		882		42,504
SPX Corp.*		1,438		72,375
Standex International Corp.		390		36,309
Tennant Co.		593		36,908
Titan International, Inc.*		1,636		29,792
Wabash National Corp.		1,567		24,053
				1,271,987
Marine - 0.4%
Matson, Inc.		1,346		120,978
Media - 0.6%
AMC Networks, Inc., Class A*		935		36,708
EW Scripps Co. (The), Class A*		1,829		29,026
Gannett Co., Inc.*		4,552		17,889
Loyalty Ventures, Inc.*		638		6,763
Scholastic Corp.		969		36,367
TechTarget, Inc.*		852		60,569
Thryv Holdings, Inc.*		543		14,221
				201,543
Metals & Mining - 1.7%
Allegheny Technologies, Inc.*(b)		4,070		111,925
Arconic Corp.*		3,404		95,755
Carpenter Technology Corp.(b)		1,542		54,325
Century Aluminum Co.*		1,614		19,045
Compass Minerals International, Inc.(b)		1,089		48,929
Haynes International, Inc.		397		15,185
Kaiser Aluminum Corp.		508		51,902
Materion Corp.		654		53,615
Olympic Steel, Inc.		299		10,217
SunCoke Energy, Inc.		2,660		21,519
TimkenSteel Corp.*		1,314		30,353
Warrior Met Coal, Inc.		1,643		55,238
				568,008
Mortgage Real Estate Investment Trusts (REITs) - 1.2%
Apollo Commercial Real Estate Finance, Inc.		4,225		53,784
ARMOUR Residential REIT, Inc.(b)		2,870		21,697
Ellington Financial, Inc.		1,744		27,015
Franklin BSP Realty Trust, Inc.		1,405		21,749
Granite Point Mortgage Trust, Inc.		1,722		18,942
Invesco Mortgage Capital, Inc.		9,970		17,747
KKR Real Estate Finance Trust, Inc.		1,433		29,262
New York Mortgage Trust, Inc.		12,132		36,760
PennyMac Mortgage Investment Trust		3,035		49,106
Ready Capital Corp.		2,150		31,562
Redwood Trust, Inc.		3,669		37,424
Two Harbors Investment Corp.		11,000		58,740
				403,788
Multiline Retail - 0.1%
Big Lots, Inc.		976		23,902
Multi-Utilities - 0.4%
Avista Corp.		2,263		98,305
Unitil Corp.		511		29,541
				127,846
Oil, Gas & Consumable Fuels - 3.9%
Callon Petroleum Co.*		1,510		88,275
Civitas Resources, Inc.(b)		2,304		175,910
CONSOL Energy, Inc.*		1,013		52,230
Dorian LPG Ltd.		886		15,062
Green Plains, Inc.*		1,715		55,875
Laredo Petroleum, Inc.*		460		38,718
Par Pacific Holdings, Inc.*		1,464		24,010
PBF Energy, Inc., Class A*		3,039		100,895
Ranger Oil Corp.*		675		28,897
Renewable Energy Group, Inc.*		1,608		98,586
REX American Resources Corp.*		166		14,424
SM Energy Co.		3,883		187,432
Southwestern Energy Co.*		35,636		325,000
Talos Energy, Inc.*		1,308		28,253
World Fuel Services Corp.		2,018		50,026
				1,283,593
Paper & Forest Products - 0.4%
Clearwater Paper Corp.*		534		18,343
Glatfelter Corp.		1,425		12,283
Mercer International, Inc.		1,289		19,039
Neenah, Inc.		535		20,282
Sylvamo Corp.*		1,128		57,235
				127,182
Personal Products - 0.7%
Edgewell Personal Care Co.		1,728		62,899
elf Beauty, Inc.*		1,533		40,809
Inter Parfums, Inc.		569		41,992
Medifast, Inc.		372		62,031
USANA Health Sciences, Inc.*(b)		374		26,303
				234,034
Pharmaceuticals - 1.4%
Amphastar Pharmaceuticals, Inc.*(b)		1,177		43,714
ANI Pharmaceuticals, Inc.*		407		12,312
Cara Therapeutics, Inc.*		1,340		11,149
Collegium Pharmaceutical, Inc.*		1,106		17,276
Corcept Therapeutics, Inc.*		3,049		63,541
Endo International plc*(b)		7,475		3,944
Harmony Biosciences Holdings, Inc.*		729		31,784
Innoviva, Inc.*(b)		2,001		30,355
Nektar Therapeutics*(b)		5,904		20,546
Pacira BioSciences, Inc.*(b)		1,425		90,131
Phibro Animal Health Corp., Class A		651		12,506
Prestige Consumer Healthcare, Inc.*		1,605		89,591
Supernus Pharmaceuticals, Inc.*		1,701		47,407
				474,256
Professional Services - 1.4%
Exponent, Inc.		1,666		150,590
Forrester Research, Inc.*		356		18,629
Heidrick & Struggles International, Inc.		626		21,634
Kelly Services, Inc., Class A		1,152		22,994

See accompanying notes to the financial statements.

Ultra SmallCap600

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Korn Ferry		1,740		106,940
ManTech International Corp., Class A		881		84,268
Resources Connection, Inc.		976		18,027
TrueBlue, Inc.*		1,135		24,993
				448,075
Real Estate Management & Development - 0.5%
Douglas Elliman, Inc.		2,116		12,167
Marcus & Millichap, Inc.		800		33,504
RE/MAX Holdings, Inc., Class A(b)		605		14,702
Realogy Holdings Corp.*		3,728		46,153
St Joe Co. (The)		1,054		53,216
				159,742
Road & Rail - 0.4%
ArcBest Corp.		795		60,126
Heartland Express, Inc.		1,490		21,277
Marten Transport Ltd.		1,913		33,592
				114,995
Semiconductors & Semiconductor Equipment - 3.1%
Alpha & Omega Semiconductor Ltd.*		678		29,784
Axcelis Technologies, Inc.*		1,065		66,094
CEVA, Inc.*		735		26,511
Cohu, Inc.*		1,556		47,349
Diodes, Inc.*		1,438		110,740
FormFactor, Inc.*		2,502		102,732
Ichor Holdings Ltd.*		907		27,428
Kulicke & Soffa Industries, Inc.(b)		1,992		107,907
MaxLinear, Inc.*		2,259		89,434
Onto Innovation, Inc.*		1,576		126,679
PDF Solutions, Inc.*		954		22,801
Photronics, Inc.*		1,972		42,871
Rambus, Inc.*		3,498		87,800
SMART Global Holdings, Inc.*		1,500		36,975
Ultra Clean Holdings, Inc.*		1,435		48,159
Veeco Instruments, Inc.*		1,615		34,609
				1,007,873
Software - 2.4%
8x8, Inc.*		3,785		27,441
A10 Networks, Inc.		1,909		29,418
Agilysys, Inc.*		623		25,462
Alarm.com Holdings, Inc.*(b)		1,474		93,201
Cerence, Inc.*(b)		1,252		39,764
Consensus Cloud Solutions, Inc.*		510		24,495
Ebix, Inc.		761		22,183
InterDigital, Inc.(b)		981		64,050
LivePerson, Inc.*		2,158		36,211
OneSpan, Inc.*		1,100		14,553
Progress Software Corp.		1,412		68,214
SPS Commerce, Inc.*		1,150		123,096
Vonage Holdings Corp.*		8,074		156,393
Xperi Holding Corp.		3,342		55,009
				779,490
Specialty Retail - 3.6%
Aaron's Co., Inc. (The)		1,007		19,697
Abercrombie & Fitch Co., Class A*		1,807		36,935
Academy Sports & Outdoors, Inc.		2,802		93,895
America's Car-Mart, Inc.*		193		20,921
Asbury Automotive Group, Inc.*(b)		739		133,870
Bed Bath & Beyond, Inc.*		3,081		26,651
Boot Barn Holdings, Inc.*		947		76,423
Buckle, Inc. (The)		940		30,888
Caleres, Inc.		1,219		34,693
Cato Corp. (The), Class A		609		7,948
Chico's FAS, Inc.*		3,921		19,409
Children's Place, Inc. (The)*		436		20,701
Conn's, Inc.*		614		8,105
Designer Brands, Inc., Class A		1,972		30,625
Genesco, Inc.*		439		24,720
Group 1 Automotive, Inc.		550		98,775
Guess?, Inc.(b)		1,247		26,012
Haverty Furniture Cos., Inc.		475		13,424
Hibbett, Inc.		411		20,858
LL Flooring Holdings, Inc.*		932		11,193
MarineMax, Inc.*		701		29,028
Monro, Inc.		1,074		50,929
ODP Corp. (The)*		1,468		56,063
Rent-A-Center, Inc.		1,933		53,235
Sally Beauty Holdings, Inc.*		3,521		53,378
Shoe Carnival, Inc.		559		15,238
Signet Jewelers Ltd.(b)		1,683		100,307
Sleep Number Corp.*		724		33,253
Sonic Automotive, Inc., Class A		664		30,285
Zumiez, Inc.*		624		20,474
				1,197,933
Technology Hardware, Storage & Peripherals - 0.2%
3D Systems Corp.*(b)		4,088		44,191
Corsair Gaming, Inc.*(b)		1,056		16,949
Diebold Nixdorf, Inc.*		2,333		7,256
				68,396
Textiles, Apparel & Luxury Goods - 1.0%
Fossil Group, Inc.*		1,519		11,150
G-III Apparel Group Ltd.*		1,397		35,009
Kontoor Brands, Inc.		1,522		60,987
Movado Group, Inc.		525		17,813
Oxford Industries, Inc.		508		46,309
Steven Madden Ltd.		2,447		90,979
Unifi, Inc.*		445		7,035
Vera Bradley, Inc.*		811		5,523
Wolverine World Wide, Inc.		2,636		56,252
				331,057
Thrifts & Mortgage Finance - 1.9%
Axos Financial, Inc.*		1,715		66,285
Capitol Federal Financial, Inc.		4,131		41,930
Flagstar Bancorp, Inc.		1,702		65,578
Mr Cooper Group, Inc.*		2,405		104,281
NMI Holdings, Inc., Class A*		2,744		51,066
Northfield Bancorp, Inc.		1,387		18,433
Provident Financial Services, Inc.		2,447		56,256
TrustCo Bank Corp.		613		19,745
Walker & Dunlop, Inc.		943		100,250
WSFS Financial Corp.		2,093		89,538
				613,362
Tobacco - 0.3%
Universal Corp.		787		50,116
Vector Group Ltd.		4,185		51,518
				101,634
Trading Companies & Distributors - 1.3%
Applied Industrial Technologies, Inc.		1,230		127,194
Boise Cascade Co.		1,258		97,269
DXP Enterprises, Inc.*		552		16,935
GMS, Inc.*		1,377		68,588
NOW, Inc.*		3,536		39,038

See accompanying notes to the financial statements.

Ultra SmallCap600

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Veritiv Corp.*		444		64,535
				413,559
Water Utilities - 0.7%
American States Water Co.		1,182		93,674
California Water Service Group		1,681		90,219
Middlesex Water Co.		560		47,617
				231,510
Wireless Telecommunication Services - 0.4%
Gogo, Inc.*		2,143		43,417
Shenandoah Telecommunications Co.		1,598		36,690
Telephone and Data Systems, Inc.		3,159		56,009
				136,116
TOTAL COMMON STOCKS (Cost $32,734,500)				29,774,034
SECURITIES LENDING REINVESTMENTS(d) - 0.7%
INVESTMENT COMPANIES - 0.7%
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $226,827)		226,827		226,827

Investments	Principal Amount ($)		Value ($)
SHORT-TERM INVESTMENTS - 19.6%
REPURCHASE AGREEMENTS(e) - 19.6%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $6,447,384
(Cost $6,447,256)		6,447,256		6,447,256
Total Investments - 110.7% (Cost $39,408,583)				36,448,117
Liabilities in excess of other assets - (10.7%)				(3,513,096	)
Net Assets - 100.0%				32,935,021

*	Non-income producing security.
(a)	All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $7,294,298.
(b)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $1,199,319, collateralized in the form of cash with a value of $226,827 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $1,023,145 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% – 4.63%, and maturity dates ranging from June 15, 2022 – February 15, 2051. The total value of collateral is $1,249,972.
(c)	Security exempt from registration pursuant to Regulation S under the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States and as such may have restrictions on resale.
(d)	The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $226,827.
(e)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:
Aggregate gross unrealized appreciation	$	2,190,133
Aggregate gross unrealized depreciation		(9,738,542	)
Net unrealized depreciation	$	(7,548,409	)
Federal income tax cost	$	39,468,194

See accompanying notes to the financial statements.

Ultra SmallCap600

Schedule of Portfolio Investments

May 31, 2022

Swap Agreements^a

Ultra SmallCap600 had the following open non-exchange traded total return swap agreements as of May 31, 2022:        

Notional Amount ($)	Termination Dateb	Counterparty	Rate Paid (Received)c		Reference Instrument	Value and Unrealized Depreciationd ($)		Financial Instruments for the Benefit of (the Fund)/ the Counterparty ($)	Cash Collateral for the Benefit of (the Fund)/ the Counterparty ($)	Net Amounte ($)
8,264,995	5/8/2023	Bank of America NA	1.18	%	S&P SmallCap 600®	(1,693,273	)	1,435,009	258,264	—
6,902,118	11/7/2022	Citibank NA	1.18	%	S&P SmallCap 600®	(780,550	)	769,506	11,044	—
4,114,581	11/7/2022	Morgan Stanley & Co. International plc	1.43	%	S&P SmallCap 600®	(481,710	)	477,887	3,823	—
10,361,826	3/7/2023	Societe Generale	1.28	%	S&P SmallCap 600®	(888,300	)	869,968	18,332	—
6,439,999	3/7/2023	UBS AG	1.13	%	S&P SmallCap 600®	(684,499	)	—	684,499	—
36,083,519						(4,528,332	)
					Total Unrealized  Depreciation	(4,528,332	)

a	The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.
b	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
c	Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).
d	The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.
e	Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

See accompanying notes to the financial statements.

UltraPro MidCap400

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
COMMON STOCKS(a) - 84.7%
Aerospace & Defense - 1.1%
Axon Enterprise, Inc.*		805		81,595
Curtiss-Wright Corp.		461		65,452
Hexcel Corp.		984		56,531
Mercury Systems, Inc.*		664		39,714
Woodward, Inc.		739		75,090
				318,382
Air Freight & Logistics - 0.2%
GXO Logistics, Inc.*		1,158		62,845
Airlines - 0.1%
JetBlue Airways Corp.*		3,729		40,049
Auto Components - 1.2%
Adient plc*		1,110		39,283
Dana, Inc.		1,692		28,019
Fox Factory Holding Corp.*		494		40,518
Gentex Corp.		2,775		86,247
Goodyear Tire & Rubber Co. (The)*		3,295		42,571
Lear Corp.		701		98,813
Visteon Corp.*		327		36,693
				372,144
Automobiles - 0.4%
Harley-Davidson, Inc.		1,804		63,465
Thor Industries, Inc.		654		49,684
				113,149
Banks - 5.9%
Associated Banc-Corp.		1,754		36,308
Bank of Hawaii Corp.(b)		471		37,435
Bank OZK		1,419		58,846
Cadence Bank		2,208		59,020
Cathay General Bancorp		888		36,506
Commerce Bancshares, Inc.		1,297		89,726
Cullen/Frost Bankers, Inc.		667		83,362
East West Bancorp, Inc.		1,664		122,371
First Financial Bankshares, Inc.(b)		1,503		61,984
First Horizon Corp.		6,264		143,007
FNB Corp.		3,984		48,406
Fulton Financial Corp.		1,892		29,988
Glacier Bancorp, Inc.		1,272		61,578
Hancock Whitney Corp.		1,018		50,737
Home BancShares, Inc.		1,766		39,894
International Bancshares Corp.		623		26,122
Old National Bancorp		3,464		55,078
PacWest Bancorp		1,404		44,338
Pinnacle Financial Partners, Inc.		894		72,789
Prosperity Bancshares, Inc.		1,081		78,372
Synovus Financial Corp.		1,700		72,505
Texas Capital Bancshares, Inc.*		594		33,579
UMB Financial Corp.		507		46,821
Umpqua Holdings Corp.		2,540		44,831
United Bankshares, Inc.		1,598		60,021
Valley National Bancorp		4,944		62,838
Washington Federal, Inc.		763		24,759
Webster Financial Corp.		2,109		103,531
Wintrust Financial Corp.		668		58,377
				1,743,129
Beverages - 0.1%
Boston Beer Co., Inc. (The), Class A*		111		39,438
Biotechnology - 1.4%
Arrowhead Pharmaceuticals, Inc.*		1,237		41,266
Exelixis, Inc.*		3,712		68,041
Halozyme Therapeutics, Inc.*		1,650		75,867
Neurocrine Biosciences, Inc.*		1,111		103,868
United Therapeutics Corp.*		527		121,389
				410,431
Building Products - 2.1%
Builders FirstSource, Inc.*		2,246		146,192
Carlisle Cos., Inc.		614		156,220
Lennox International, Inc.		395		82,516
Owens Corning		1,179		112,689
Simpson Manufacturing Co., Inc.		511		55,367
Trex Co., Inc.*		1,352		86,149
				639,133
Capital Markets - 1.7%
Affiliated Managers Group, Inc.		476		63,603
Evercore, Inc., Class A		459		52,418
Federated Hermes, Inc.		1,136		38,590
Interactive Brokers Group, Inc., Class A		1,024		63,017
Janus Henderson Group plc		1,983		55,742
Jefferies Financial Group, Inc.		2,269		74,922
SEI Investments Co.		1,234		72,103
Stifel Financial Corp.		1,226		78,672
				499,067
Chemicals - 2.5%
Ashland Global Holdings, Inc.		620		66,353
Avient Corp.		1,072		52,742
Cabot Corp.		666		50,356
Chemours Co. (The)		1,878		80,923
Ingevity Corp.*		462		32,192
Minerals Technologies, Inc.		390		25,841
NewMarket Corp.		79		26,032
Olin Corp.		1,654		108,817
RPM International, Inc.		1,521		134,000
Scotts Miracle-Gro Co. (The)		475		44,945
Sensient Technologies Corp.		493		43,108
Valvoline, Inc.		2,103		70,366
				735,675
Commercial Services & Supplies - 1.3%
Brink's Co. (The)		575		34,977
Clean Harbors, Inc.*		587		54,826
IAA, Inc.*		1,582		61,745
MillerKnoll, Inc.		888		26,818
MSA Safety, Inc.		426		54,311
Stericycle, Inc.*		1,078		54,493
Tetra Tech, Inc.		633		85,436
				372,606
Communications Equipment - 0.8%
Calix, Inc.*		644		23,790
Ciena Corp.*		1,816		92,289
Lumentum Holdings, Inc.*		847		72,910
Viasat, Inc.*		872		34,435
				223,424
Construction & Engineering - 1.5%
AECOM		1,657		115,741
Dycom Industries, Inc.*		355		33,054
EMCOR Group, Inc.		625		66,019

See accompanying notes to the financial statements.

UltraPro MidCap400

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Fluor Corp.*(b)		1,658		46,805
MasTec, Inc.*		691		57,761
MDU Resources Group, Inc.		2,387		65,356
Valmont Industries, Inc.		249		63,931
				448,667
Construction Materials - 0.2%
Eagle Materials, Inc.		464		60,580
Consumer Finance - 0.4%
FirstCash Holdings, Inc.		471		35,160
Navient Corp.		1,804		28,864
SLM Corp.		3,273		64,118
				128,142
Containers & Packaging - 0.7%
AptarGroup, Inc.		771		82,566
Greif, Inc., Class A		312		18,555
Silgan Holdings, Inc.		984		43,109
Sonoco Products Co.		1,155		67,533
				211,763
Diversified Consumer Services - 0.9%
Graham Holdings Co., Class B		47		28,812
Grand Canyon Education, Inc.*		467		41,643
H&R Block, Inc.		1,930		68,013
Service Corp. International		1,936		135,578
				274,046
Diversified Financial Services - 0.3%
Voya Financial, Inc.		1,266		86,860
Diversified Telecommunication Services - 0.2%
Iridium Communications, Inc.*		1,550		57,520
Electric Utilities - 1.0%
ALLETE, Inc.		655		40,623
Hawaiian Electric Industries, Inc.		1,282		55,344
IDACORP, Inc.		593		64,649
OGE Energy Corp.		2,347		96,931
PNM Resources, Inc.		1,008		47,910
				305,457
Electrical Equipment - 1.6%
Acuity Brands, Inc.		412		72,108
EnerSys		483		32,709
Hubbell, Inc.		638		121,131
nVent Electric plc		1,974		69,880
Regal Rexnord Corp.		795		99,335
Sunrun, Inc.*		2,429		63,445
Vicor Corp.*		252		16,960
				475,568
Electronic Equipment, Instruments & Components - 2.7%
Arrow Electronics, Inc.*		799		96,399
Avnet, Inc.		1,159		56,154
Belden, Inc.		525		30,230
Cognex Corp.		2,075		100,472
Coherent, Inc.*		290		78,578
II-VI, Inc.*(b)		1,248		78,000
Jabil, Inc.		1,683		103,538
Littelfuse, Inc.		288		77,818
National Instruments Corp.		1,548		54,675
TD SYNNEX Corp.		486		50,471
Vishay Intertechnology, Inc.		1,555		31,784
Vontier Corp.		1,984		53,211
				811,330
Energy Equipment & Services - 0.5%
ChampionX Corp.		2,370		55,150
NOV, Inc.		4,604		92,080
				147,230
Entertainment - 0.1%
World Wrestling Entertainment, Inc., Class A		514		34,320
Equity Real Estate Investment Trusts (REITs) - 7.5%
American Campus Communities, Inc.		1,633		106,145
Apartment Income REIT Corp.		1,843		82,677
Brixmor Property Group, Inc.		3,494		85,184
Corporate Office Properties Trust		1,317		36,402
Cousins Properties, Inc.(b)		1,745		60,290
Douglas Emmett, Inc.		2,057		58,151
EastGroup Properties, Inc.		476		76,898
EPR Properties		876		44,886
First Industrial Realty Trust, Inc.		1,529		81,266
Healthcare Realty Trust, Inc.(b)		1,731		50,320
Highwoods Properties, Inc.		1,230		48,327
Hudson Pacific Properties, Inc.		1,789		35,619
Independence Realty Trust, Inc.		2,822		66,345
JBG SMITH Properties		1,339		34,560
Kilroy Realty Corp.		1,232		74,782
Kite Realty Group Trust		2,569		53,846
Lamar Advertising Co., Class A		1,018		99,713
Life Storage, Inc.		960		112,090
Macerich Co. (The)		2,497		29,340
Medical Properties Trust, Inc.		7,000		130,060
National Retail Properties, Inc.		2,060		91,258
National Storage Affiliates Trust		960		50,352
Omega Healthcare Investors, Inc.		2,803		83,445
Park Hotels & Resorts, Inc.		2,775		50,117
Pebblebrook Hotel Trust		1,542		34,710
Physicians Realty Trust		2,585		47,952
PotlatchDeltic Corp.		811		42,545
PS Business Parks, Inc.		235		44,093
Rayonier, Inc.		1,704		70,239
Rexford Industrial Realty, Inc.		1,880		120,076
Sabra Health Care REIT, Inc.		2,683		37,669
SL Green Realty Corp.		754		46,569
Spirit Realty Capital, Inc.		1,500		62,985
STORE Capital Corp.		2,880		79,459
				2,228,370
Food & Staples Retailing - 1.1%
BJ's Wholesale Club Holdings, Inc.*		1,596		92,361
Casey's General Stores, Inc.		435		91,150
Grocery Outlet Holding Corp.*		1,024		39,168
Performance Food Group Co.*		1,816		78,705
Sprouts Farmers Market, Inc.*		1,316		35,650
				337,034
Food Products - 1.6%
Darling Ingredients, Inc.*		1,896		151,813
Flowers Foods, Inc.		2,332		64,363
Hain Celestial Group, Inc. (The)*		1,070		28,194
Ingredion, Inc.		780		73,858
Lancaster Colony Corp.		232		28,281
Pilgrim's Pride Corp.*		571		19,026
Post Holdings, Inc.*		667		54,847
Sanderson Farms, Inc.		249		49,676
				470,058
Gas Utilities - 1.4%
National Fuel Gas Co.		1,072		78,824

See accompanying notes to the financial statements.

UltraPro MidCap400

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
New Jersey Resources Corp.		1,127		51,752
ONE Gas, Inc.		627		54,562
Southwest Gas Holdings, Inc.		772		71,896
Spire, Inc.		608		47,606
UGI Corp.		2,461		105,183
				409,823
Health Care Equipment & Supplies - 2.5%
Enovis Corp.*		567		37,616
Envista Holdings Corp.*		1,894		81,518
Globus Medical, Inc., Class A*		927		61,738
Haemonetics Corp.*		600		37,956
ICU Medical, Inc.*		233		42,322
Inari Medical, Inc.*		376		24,741
Integra LifeSciences Holdings Corp.*		856		53,620
LivaNova plc*		623		42,408
Masimo Corp.*		596		83,696
Neogen Corp.*		1,262		33,393
NuVasive, Inc.*		608		34,905
Penumbra, Inc.*		413		60,678
QuidelOrtho Corp.*		587		55,783
STAAR Surgical Co.*		559		36,860
Tandem Diabetes Care, Inc.*		746		50,855
				738,089
Health Care Providers & Services - 2.1%
Acadia Healthcare Co., Inc.*		1,056		75,155
Amedisys, Inc.*		382		44,278
Chemed Corp.		179		86,708
Encompass Health Corp.		1,166		76,420
HealthEquity, Inc.*		981		61,391
LHC Group, Inc.*		370		61,664
Option Care Health, Inc.*		1,624		49,305
Patterson Cos., Inc.		1,017		32,127
Progyny, Inc.*		815		25,762
R1 RCM, Inc.*		1,565		33,600
Tenet Healthcare Corp.*		1,255		81,211
				627,621
Hotels, Restaurants & Leisure - 2.3%
Boyd Gaming Corp.		960		56,419
Choice Hotels International, Inc.		385		49,238
Churchill Downs, Inc.		405		81,984
Cracker Barrel Old Country Store, Inc.(b)		275		28,053
Light & Wonder, Inc.*		1,132		59,770
Marriott Vacations Worldwide Corp.		500		73,860
Papa John's International, Inc.		378		33,268
Six Flags Entertainment Corp.*		909		26,679
Texas Roadhouse, Inc.		816		63,623
Travel + Leisure Co.		1,011		51,672
Wendy's Co. (The)		2,070		38,585
Wingstop, Inc.		350		27,881
Wyndham Hotels & Resorts, Inc.		1,094		87,662
				678,694
Household Durables - 1.3%
Helen of Troy Ltd.*		283		52,409
KB Home		1,007		34,731
Leggett & Platt, Inc.		1,564		61,262
Taylor Morrison Home Corp.*		1,442		41,775
Tempur Sealy International, Inc.		2,257		59,517
Toll Brothers, Inc.		1,317		66,469
TopBuild Corp.*		386		76,142
				392,305
Household Products - 0.1%
Energizer Holdings, Inc.		768		23,032
Insurance - 3.6%
Alleghany Corp.*		162		135,072
American Financial Group, Inc.		776		109,649
Brighthouse Financial, Inc.*		912		44,798
CNO Financial Group, Inc.		1,411		29,024
First American Financial Corp.		1,289		78,101
Hanover Insurance Group, Inc. (The)		419		61,426
Kemper Corp.		704		37,192
Kinsale Capital Group, Inc.		252		55,410
Mercury General Corp.		313		15,321
Old Republic International Corp.		3,349		80,108
Primerica, Inc.		464		58,464
Reinsurance Group of America, Inc.		788		99,170
RenaissanceRe Holdings Ltd.		518		79,523
RLI Corp.		469		56,805
Selective Insurance Group, Inc.		707		56,065
Unum Group		2,398		87,407
				1,083,535
Interactive Media & Services - 0.3%
TripAdvisor, Inc.*		1,160		28,814
Yelp, Inc.*		806		23,705
Ziff Davis, Inc.*		568		43,361
				95,880
IT Services - 1.9%
Bread Financial Holdings, Inc.		584		32,178
Concentrix Corp.		503		77,910
Euronet Worldwide, Inc.*		619		74,998
Genpact Ltd.		1,999		88,696
Kyndryl Holdings, Inc.*		2,101		25,926
LiveRamp Holdings, Inc.*		799		20,454
Maximus, Inc.		725		47,045
Sabre Corp.*		3,793		28,486
Western Union Co. (The)		4,618		83,771
WEX, Inc.*		525		89,397
				568,861
Leisure Products - 1.1%
Brunswick Corp.		906		68,158
Callaway Golf Co.*		1,374		29,830
Mattel, Inc.*		4,111		103,268
Polaris, Inc.		668		71,176
YETI Holdings, Inc.*		1,028		47,031
				319,463
Life Sciences Tools & Services - 1.3%
Azenta, Inc.(b)		879		67,366
Bruker Corp.		1,193		74,539
Medpace Holdings, Inc.*		337		48,272
Repligen Corp.*		604		99,340
Syneos Health, Inc.*		1,216		89,850
				379,367
Machinery - 3.7%
AGCO Corp.		719		92,125
Chart Industries, Inc.*(b)		420		73,870
Crane Holdings Co.		585		55,961
Donaldson Co., Inc.		1,451		75,858
Esab Corp.*		532		26,600
Flowserve Corp.		1,528		48,132
Graco, Inc.		1,992		126,094
ITT, Inc.		1,006		74,263

See accompanying notes to the financial statements.

UltraPro MidCap400

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Kennametal, Inc.		974		27,019
Lincoln Electric Holdings, Inc.		693		94,123
Middleby Corp. (The)*		654		99,055
Oshkosh Corp.		781		72,563
Terex Corp.		818		28,949
Timken Co. (The)		811		49,528
Toro Co. (The)		1,231		101,545
Trinity Industries, Inc.		961		23,890
Watts Water Technologies, Inc., Class A		322		42,127
				1,111,702
Marine - 0.2%
Kirby Corp.*		706		47,676
Media - 0.8%
Cable One, Inc.		59		76,883
John Wiley & Sons, Inc., Class A		512		27,115
New York Times Co. (The), Class A		1,959		67,566
TEGNA, Inc.		2,594		56,809
				228,373
Metals & Mining - 2.8%
Alcoa Corp.		2,159		133,254
Cleveland-Cliffs, Inc.*		5,608		129,993
Commercial Metals Co.		1,425		56,615
Reliance Steel & Aluminum Co.		735		142,884
Royal Gold, Inc.		769		86,959
Steel Dynamics, Inc.		2,211		188,775
United States Steel Corp.		3,061		76,739
Worthington Industries, Inc.		382		17,817
				833,036
Multiline Retail - 0.7%
Kohl's Corp.		1,633		65,843
Macy's, Inc.		3,511		83,035
Nordstrom, Inc.		1,307		34,544
Ollie's Bargain Outlet Holdings, Inc.*		688		32,315
				215,737
Multi-Utilities - 0.3%
Black Hills Corp.		749		57,419
NorthWestern Corp.		634		38,845
				96,264
Oil, Gas & Consumable Fuels - 3.3%
Antero Midstream Corp.		3,809		41,366
CNX Resources Corp.*		2,376		51,607
DT Midstream, Inc.		1,135		65,943
EQT Corp.		3,528		168,356
Equitrans Midstream Corp.		4,767		37,516
HF Sinclair Corp.		1,752		86,023
Matador Resources Co.		1,295		78,865
Murphy Oil Corp.		1,702		72,199
PDC Energy, Inc.		1,143		90,457
Range Resources Corp.*		2,928		99,406
Targa Resources Corp.		2,685		193,374
				985,112
Paper & Forest Products - 0.2%
Louisiana-Pacific Corp.		1,032		71,270
Personal Products - 0.3%
BellRing Brands, Inc.*		1,308		34,204
Coty, Inc., Class A*		4,031		28,580
Nu Skin Enterprises, Inc., Class A		584		27,244
				90,028
Pharmaceuticals - 0.6%
Jazz Pharmaceuticals plc*		720		107,770
Perrigo Co. plc		1,569		62,540
				170,310
Professional Services - 1.5%
ASGN, Inc.*		612		58,281
CACI International, Inc., Class A*		272		76,261
FTI Consulting, Inc.*		402		67,536
Insperity, Inc.		420		42,029
KBR, Inc.		1,647		81,955
ManpowerGroup, Inc.		636		56,992
Science Applications International Corp.		667		57,735
				440,789
Real Estate Management & Development - 0.4%
Jones Lang LaSalle, Inc.*		592		116,813
Road & Rail - 1.5%
Avis Budget Group, Inc.*		469		89,241
Knight-Swift Transportation Holdings, Inc.		1,945		94,605
Landstar System, Inc.		443		67,083
Ryder System, Inc.		630		50,413
Saia, Inc.*		310		61,253
Werner Enterprises, Inc.		704		28,561
XPO Logistics, Inc.*		1,156		61,777
				452,933
Semiconductors & Semiconductor Equipment - 2.9%
Amkor Technology, Inc.		1,175		24,017
Cirrus Logic, Inc.*		671		54,713
CMC Materials, Inc.		335		59,275
First Solar, Inc.*		1,158		81,766
Lattice Semiconductor Corp.*		1,605		83,492
MKS Instruments, Inc.		651		80,398
Power Integrations, Inc.		694		58,560
Semtech Corp.*		757		48,516
Silicon Laboratories, Inc.*		448		66,824
SiTime Corp.*		174		37,062
SunPower Corp.*(b)		973		17,193
Synaptics, Inc.*		465		68,876
Universal Display Corp.		510		64,418
Wolfspeed, Inc.*(b)		1,451		109,159
				854,269
Software - 2.8%
ACI Worldwide, Inc.*		1,379		36,737
Aspen Technology, Inc.*		325		62,969
Blackbaud, Inc.*		523		33,289
CDK Global, Inc.		1,369		74,556
CommVault Systems, Inc.*		522		31,847
Digital Turbine, Inc.*		1,035		26,320
Envestnet, Inc.*		642		42,770
Fair Isaac Corp.*		309		126,551
Manhattan Associates, Inc.*		741		89,609
NCR Corp.*(b)		1,550		53,769
Paylocity Holding Corp.*		467		81,660
Qualys, Inc.*		391		51,096
Sailpoint Technologies Holdings, Inc.*		1,095		69,467
Teradata Corp.*		1,272		48,883
				829,523
Specialty Retail - 2.6%
American Eagle Outfitters, Inc.		1,798		21,774
AutoNation, Inc.*		468		55,954

See accompanying notes to the financial statements.

UltraPro MidCap400

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Dick's Sporting Goods, Inc.(b)		738		59,948
Five Below, Inc.*		658		85,928
Foot Locker, Inc.		1,023		33,739
GameStop Corp., Class A*(b)		724		90,312
Gap, Inc. (The)		2,495		27,520
Lithia Motors, Inc.		356		108,391
Murphy USA, Inc.		271		67,512
RH*		204		59,176
Urban Outfitters, Inc.*		767		16,145
Victoria's Secret & Co.*		854		35,193
Williams-Sonoma, Inc.		857		109,627
				771,219
Technology Hardware, Storage & Peripherals - 0.1%
Xerox Holdings Corp.		1,440		27,101
Textiles, Apparel & Luxury Goods - 1.3%
Capri Holdings Ltd.*		1,732		84,418
Carter's, Inc.		496		38,217
Columbia Sportswear Co.		407		31,656
Crocs, Inc.*		691		38,530
Deckers Outdoor Corp.*		321		86,208
Hanesbrands, Inc.		4,096		48,620
Skechers USA, Inc., Class A*		1,583		62,370
				390,019
Thrifts & Mortgage Finance - 0.5%
Essent Group Ltd.		1,296		55,456
MGIC Investment Corp.		3,757		52,335
New York Community Bancorp, Inc.		5,454		54,431
				162,222
Trading Companies & Distributors - 0.8%
GATX Corp.		418		45,123
MSC Industrial Direct Co., Inc., Class A		554		47,051
Univar Solutions, Inc.*		2,004		61,563
Watsco, Inc.		387		98,929
				252,666
Water Utilities - 0.4%
Essential Utilities, Inc.		2,697		124,763
TOTAL COMMON STOCKS (Cost $28,398,232)				25,234,912
SECURITIES LENDING REINVESTMENTS(c) - 0.0%(d)
INVESTMENT COMPANIES - 0.0%(d)
BlackRock Liquidity FedFund, Institutional Class
0.72% (Cost $9,835)		9,835		9,835

Investments	Principal Amount ($)		Value ($)
SHORT-TERM INVESTMENTS - 37.1%
REPURCHASE AGREEMENTS(e) - 37.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $11,048,586
(Cost $11,048,363)		11,048,363		11,048,363
Total Investments - 121.8% (Cost $39,456,430)				36,293,110
Liabilities in excess of other assets - (21.8%)				(6,494,500	)
Net Assets - 100.0%				29,798,610

See accompanying notes to the financial statements.

UltraPro MidCap400

Schedule of Portfolio Investments

May 31, 2022

*	Non-income producing security.
(a)	All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $19,242,486.
(b)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $70,921, collateralized in the form of cash with a value of $9,835 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $63,405 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% – 5.50%, and maturity dates ranging from June 15, 2022 – November 15, 2051. The total value of collateral is $73,240.
(c)	The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $9,835.
(d)	Represents less than 0.05% of net assets.
(e)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	1,140,835
Aggregate gross unrealized depreciation		(19,132,201	)
Net unrealized depreciation	$	(17,991,366	)
Federal income tax cost	$	40,216,049

See accompanying notes to the financial statements.

UltraPro MidCap400

Schedule of Portfolio Investments

May 31, 2022

Futures Contracts Purchased

UltraPro MidCap400 had the following open long futures contracts as of May 31, 2022:

	Number of Contracts	Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
S&P Midcap 400 E-Mini Index	8	6/17/2022	USD	$	2,010,560	$	18,946

Swap Agreements^a

UltraPro MidCap400 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Depreciationd ($)			Financial Instruments for the Benefit of (the Fund)/ the Counterparty ($)		Cash Collateral for the Benefit of (the Fund)/ the Counterparty ($)		Net Amounte ($)
	11,331,689	5/8/2023	Bank of America NA		1.23	%	S&P MidCap 400®		(2,200,932	)		—		2,200,932		—
	1,948,970	5/8/2023	BNP Paribas SA		1.28	%	S&P MidCap 400®		(1,415,505	)		—		1,415,505		—
	3,128,411	4/10/2023	Citibank NA		1.23	%	S&P MidCap 400®		(885,866	)		—		885,866		—
	721,748	4/10/2023	Credit Suisse International		1.33	%	S&P MidCap 400®		(109,619	)		—		45,381		(64,238	)
	7,759,456	3/7/2023	Goldman Sachs International		1.33	%	S&P MidCap 400®		(1,255,413	)		823,839		431,574		—
	22,665,892	11/7/2022	Morgan Stanley & Co. International plc		1.38	%	S&P MidCap 400®		(3,297,193	)		2,371,679		925,514		—
	7,390,997	3/7/2023	Societe Generale		1.10	%	S&P MidCap 400®		(3,744,710	)		3,715,506		29,204		—
	7,199,872	3/7/2023	UBS AG		1.18	%	S&P MidCap 400®		(1,178,135	)		790,935		387,200		—
	62,147,035								(14,087,373	)
							Total Unrealized Depreciation		(14,087,373	)

a The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

b Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

c Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

d The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

e Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations
USD	U.S. Dollar

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
COMMON STOCKS(a) - 82.1%
Aerospace & Defense - 0.6%
AAR Corp.*		2,977		143,551
Aerojet Rocketdyne Holdings, Inc.*		6,554		267,010
AeroVironment, Inc.*		1,964		180,609
AerSale Corp.*(b)		1,373		19,030
Astronics Corp.*		2,189		22,984
Byrna Technologies, Inc.*		1,634		13,170
Cadre Holdings, Inc.		564		14,207
Ducommun, Inc.*		944		43,094
Kaman Corp.		2,418		87,556
Kratos Defense & Security Solutions, Inc.*		10,730		154,727
Maxar Technologies, Inc.		6,341		189,342
Moog, Inc., Class A		2,539		206,649
National Presto Industries, Inc.		446		30,145
Park Aerospace Corp.		1,715		20,889
Parsons Corp.*		2,296		89,636
Triumph Group, Inc.*		5,577		85,328
Vectrus, Inc.*		1,019		36,501
				1,604,428
Air Freight & Logistics - 0.3%
Air Transport Services Group, Inc.*		5,154		155,754
Atlas Air Worldwide Holdings, Inc.*		2,521		175,739
Forward Air Corp.		2,349		218,903
Hub Group, Inc., Class A*		2,903		211,861
Radiant Logistics, Inc.*		3,443		22,827
				785,084
Airlines - 0.3%
Allegiant Travel Co.*		1,345		201,010
Frontier Group Holdings, Inc.*(b)		3,045		32,734
Hawaiian Holdings, Inc.*		4,432		78,668
Mesa Air Group, Inc.*		3,028		9,296
SkyWest, Inc.*		4,343		117,087
Spirit Airlines, Inc.*		8,599		180,149
Sun Country Airlines Holdings, Inc.*		2,806		66,362
				685,306
Auto Components - 1.0%
Adient plc*		8,274		292,817
American Axle & Manufacturing Holdings, Inc.*		9,870		80,046
Cooper-Standard Holdings, Inc.*		1,480		8,318
Dana, Inc.		12,720		210,643
Dorman Products, Inc.*		2,303		232,718
Fox Factory Holding Corp.*		3,703		303,720
Gentherm, Inc.*		2,900		199,926
Goodyear Tire & Rubber Co. (The)*		24,183		312,444
LCI Industries		2,175		259,956
Modine Manufacturing Co.*		4,374		51,701
Motorcar Parts of America, Inc.*		1,644		24,381
Patrick Industries, Inc.		1,989		119,559
Standard Motor Products, Inc.		1,838		73,428
Stoneridge, Inc.*		2,270		46,944
Tenneco, Inc., Class A*		5,937		102,769
Visteon Corp.*		2,431		272,782
XL Fleet Corp.*		10,480		12,681
XPEL, Inc.*(c)		1,560		80,527
				2,685,360
Automobiles - 0.2%
Arcimoto, Inc.*(b)		2,503		10,012
Canoo, Inc.*(b)		9,304		31,168
Fisker, Inc.*(b)		14,280		148,227
Lordstown Motors Corp.*(b)		13,568		28,086
Winnebago Industries, Inc.		2,823		139,597
Workhorse Group, Inc.*(b)		13,481		41,656
				398,746
Banks - 7.6%
1st Source Corp.		1,472		69,213
Allegiance Bancshares, Inc.		1,659		66,775
Amalgamated Financial Corp.		1,197		26,011
Amerant Bancorp, Inc.		2,272		66,933
American National Bankshares, Inc.		917		32,654
Ameris Bancorp		5,816		265,151
Arrow Financial Corp.		1,197		39,657
Associated Banc-Corp.		13,022		269,555
Atlantic Union Bankshares Corp.		6,598		232,645
Banc of California, Inc.		4,784		92,044
BancFirst Corp.		1,497		135,823
Bancorp, Inc. (The)*		4,578		95,360
Bank First Corp.(b)		586		42,585
Bank of Marin Bancorp		1,350		44,415
Bank of NT Butterfield & Son Ltd. (The)		4,384		138,447
BankUnited, Inc.		7,475		311,408
Banner Corp.		2,995		174,039
Bar Harbor Bankshares		1,302		35,479
Berkshire Hills Bancorp, Inc.		4,275		111,620
Blue Ridge Bankshares, Inc.		1,516		23,058
Brookline Bancorp, Inc.		6,719		95,208
Business First Bancshares, Inc.		1,667		36,891
Byline Bancorp, Inc.		2,188		54,656
Cadence Bank		15,809		422,575
Cambridge Bancorp		586		48,931
Camden National Corp.		1,279		56,609
Capital Bancorp, Inc.		691		16,197
Capital City Bank Group, Inc.		1,183		32,296
Capstar Financial Holdings, Inc.		1,795		37,390
Carter Bankshares, Inc.*		2,273		33,618
Cathay General Bancorp		6,363		261,583
CBTX, Inc.		1,609		45,728
Central Pacific Financial Corp.		2,384		57,550
Citizens & Northern Corp.		1,338		32,567
City Holding Co.		1,295		106,307
Civista Bancshares, Inc.		1,286		27,456
CNB Financial Corp.		1,398		35,132
Coastal Financial Corp.*		883		34,843
Columbia Banking System, Inc.		6,841		206,256
Community Bank System, Inc.		4,690		309,540
Community Trust Bancorp, Inc.		1,368		57,524
ConnectOne Bancorp, Inc.		3,276		90,287
CrossFirst Bankshares, Inc.*		4,032		54,150
Customers Bancorp, Inc.*		2,663		109,982
CVB Financial Corp.		11,981		296,889
Dime Community Bancshares, Inc.		2,948		92,685
Eagle Bancorp, Inc.		2,766		137,083
Eastern Bankshares, Inc.		15,027		292,576
Enterprise Bancorp, Inc.		814		27,489
Enterprise Financial Services Corp.		3,035		140,551
Equity Bancshares, Inc., Class A		1,192		38,752
Farmers National Banc Corp.		2,707		42,040
FB Financial Corp.		2,902		121,942

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Fidelity D&D Bancorp, Inc.(b)		346		13,632
Financial Institutions, Inc.		1,375		38,706
First Bancorp, Inc. (The)		906		27,425
First Bancorp/NC		3,018		113,084
First Bancorp/PR		17,392		259,663
First Bancshares, Inc. (The)		1,769		53,247
First Bank		1,369		19,577
First Busey Corp.		4,399		103,157
First Commonwealth Financial Corp.		8,240		115,442
First Community Bankshares, Inc.		1,462		42,106
First Financial Bancorp		8,100		169,938
First Financial Bankshares, Inc.(b)		11,356		468,321
First Financial Corp.		984		44,260
First Foundation, Inc.		4,376		98,679
First Internet Bancorp(b)		817		31,577
First Interstate BancSystem, Inc., Class A		7,662		291,692
First Merchants Corp.		4,557		187,566
First Mid Bancshares, Inc.		1,459		54,931
First of Long Island Corp. (The)		1,956		37,203
Five Star Bancorp		1,095		28,503
Flushing Financial Corp.		2,550		58,905
Fulton Financial Corp.		13,895		220,236
German American Bancorp, Inc.		2,164		82,297
Glacier Bancorp, Inc.		9,635		466,430
Great Southern Bancorp, Inc.		882		52,347
Guaranty Bancshares, Inc.		693		25,267
Hancock Whitney Corp.		7,555		376,541
Hanmi Financial Corp.		2,663		62,154
HarborOne Bancorp, Inc.		4,117		58,832
HBT Financial, Inc.		885		15,390
Heartland Financial USA, Inc.		3,537		156,441
Heritage Commerce Corp.		5,115		58,669
Heritage Financial Corp.		3,035		79,213
Hilltop Holdings, Inc.		5,404		162,174
Home BancShares, Inc.		13,343		301,418
HomeStreet, Inc.		1,715		69,132
HomeTrust Bancshares, Inc.		1,295		34,758
Hope Bancorp, Inc.		10,132		147,725
Horizon Bancorp, Inc.		3,742		67,244
Independent Bank Corp.		4,006		333,700
Independent Bank Corp./MI		1,786		35,381
Independent Bank Group, Inc.		3,398		248,326
International Bancshares Corp.		4,696		196,903
Lakeland Bancorp, Inc.		5,345		82,954
Lakeland Financial Corp.		2,131		153,773
Live Oak Bancshares, Inc.		2,794		112,207
Macatawa Bank Corp.		2,291		21,238
Mercantile Bank Corp.		1,362		45,014
Meta Financial Group, Inc.		2,568		106,752
Metrocity Bankshares, Inc.		1,650		33,511
Metropolitan Bank Holding Corp.*		873		67,422
Mid Penn Bancorp, Inc.		1,238		34,008
Midland States Bancorp, Inc.		1,849		49,701
MidWestOne Financial Group, Inc.		1,245		37,885
MVB Financial Corp.		890		33,224
National Bank Holdings Corp., Class A		2,513		102,405
NBT Bancorp, Inc.		3,695		136,641
Nicolet Bankshares, Inc.*		1,060		84,652
Northrim Bancorp, Inc.		507		21,071
Northwest Bancshares, Inc.		10,699		137,910
OceanFirst Financial Corp.		5,098		102,827
OFG Bancorp		4,295		121,720
Old National Bancorp		25,749		409,409
Old Second Bancorp, Inc.		2,431		37,121
Origin Bancorp, Inc.		1,956		76,440
Orrstown Financial Services, Inc.		948		23,302
Pacific Premier Bancorp, Inc.		8,191		266,699
Park National Corp.		1,260		155,875
Peapack-Gladstone Financial Corp.		1,554		52,370
Peoples Bancorp, Inc.		2,210		63,162
Peoples Financial Services Corp.		611		32,279
Preferred Bank		1,196		81,938
Premier Financial Corp.		3,160		85,857
Primis Financial Corp.		2,100		28,350
QCR Holdings, Inc.		1,276		70,716
RBB Bancorp		1,222		26,224
Red River Bancshares, Inc.		400		20,540
Renasant Corp.		4,775		147,738
Republic Bancorp, Inc., Class A		817		37,541
Republic First Bancorp, Inc.*(b)		3,909		15,871
S&T Bancorp, Inc.		3,391		99,729
Sandy Spring Bancorp, Inc.		3,878		164,233
Seacoast Banking Corp. of Florida		4,790		164,010
ServisFirst Bancshares, Inc.		4,364		363,783
Sierra Bancorp		1,218		26,370
Silvergate Capital Corp., Class A*		2,453		192,560
Simmons First National Corp., Class A		10,856		279,108
SmartFinancial, Inc.		1,203		31,158
South Plains Financial, Inc.		922		22,792
Southern First Bancshares, Inc.*		662		29,856
Southside Bancshares, Inc.		2,737		110,383
SouthState Corp.		6,734		544,242
Stock Yards Bancorp, Inc.		2,097		123,723
Summit Financial Group, Inc.		981		26,860
Texas Capital Bancshares, Inc.*		4,428		250,315
Third Coast Bancshares, Inc.*		354		8,793
Tompkins Financial Corp.		1,227		93,510
Towne Bank		5,860		172,753
TriCo Bancshares		2,414		109,451
Triumph Bancorp, Inc.*		2,083		151,517
Trustmark Corp.		5,367		156,126
UMB Financial Corp.		3,833		353,978
United Bankshares, Inc.		11,534		433,217
United Community Banks, Inc.		9,166		288,087
Univest Financial Corp.		2,534		67,151
Valley National Bancorp		35,026		445,180
Veritex Holdings, Inc.		4,148		142,940
Washington Federal, Inc.		5,671		184,024
Washington Trust Bancorp, Inc.		1,491		74,848
WesBanco, Inc.		5,293		180,280
West Bancorp, Inc.		1,398		35,579
Westamerica Bancorp		2,287		137,700
				19,814,950
Beverages - 0.4%
Celsius Holdings, Inc.*		4,712		316,128
Coca-Cola Consolidated, Inc.		401		226,553
Duckhorn Portfolio, Inc. (The)*		3,132		61,544
MGP Ingredients, Inc.		1,237		119,816
National Beverage Corp.		2,055		101,990
Primo Water Corp.		13,750		196,900
Zevia PBC, Class A*		897		2,197
				1,025,128
Biotechnology - 4.8%
2seventy bio, Inc.*		2,044		25,346

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
4D Molecular Therapeutics, Inc.*		2,450		18,595
89bio, Inc.*		853		2,568
ACADIA Pharmaceuticals, Inc.*		10,469		169,074
Acumen Pharmaceuticals, Inc.*		2,468		8,737
Adagio Therapeutics, Inc.*(b)		5,141		15,217
Adicet Bio, Inc.*		2,255		26,654
Adverum Biotechnologies, Inc.*		7,592		6,812
Aeglea BioTherapeutics, Inc.*		3,520		5,562
Aerovate Therapeutics, Inc.*		1,140		13,851
Affimed NV*		10,145		31,449
Agenus, Inc.*		19,173		32,019
Agios Pharmaceuticals, Inc.*		4,755		92,580
Akebia Therapeutics, Inc.*(b)		15,239		5,637
Akero Therapeutics, Inc.*		2,251		19,449
Akouos, Inc.*		2,109		6,580
Alaunos Therapeutics, Inc.*		18,332		9,492
Albireo Pharma, Inc.*		1,463		29,158
Aldeyra Therapeutics, Inc.*		4,256		13,151
Alector, Inc.*		5,114		45,310
Aligos Therapeutics, Inc.*		1,840		2,374
Alkermes plc*		14,027		418,706
Allakos, Inc.*		3,099		9,297
Allogene Therapeutics, Inc.*		5,937		47,080
Allovir, Inc.*		2,578		9,977
Alpine Immune Sciences, Inc.*		1,025		9,532
Altimmune, Inc.*		5,040		25,502
ALX Oncology Holdings, Inc.*		1,554		11,919
Amicus Therapeutics, Inc.*		23,002		175,275
AnaptysBio, Inc.*		1,684		31,979
Anavex Life Sciences Corp.*(b)		5,857		53,357
Anika Therapeutics, Inc.*		1,267		27,545
Annexon, Inc.*		2,736		8,591
Apellis Pharmaceuticals, Inc.*		6,133		254,213
Applied Molecular Transport, Inc.*		2,202		7,289
Applied Therapeutics, Inc.*		1,550		2,232
AquaBounty Technologies, Inc.*		5,724		8,529
Arbutus Biopharma Corp.*(b)		7,970		19,367
Arcellx, Inc.*		793		9,603
Arcturus Therapeutics Holdings, Inc.*(b)		1,840		36,579
Arcus Biosciences, Inc.*		3,917		74,227
Arcutis Biotherapeutics, Inc.*		2,420		50,530
Ardelyx, Inc.*		8,440		5,539
Arrowhead Pharmaceuticals, Inc.*		8,995		300,073
Atara Biotherapeutics, Inc.*		7,605		39,546
Athenex, Inc.*(b)		7,554		3,616
Athersys, Inc.*(b)		18,623		4,097
Atossa Therapeutics, Inc.*		10,240		9,956
Atreca, Inc., Class A*		2,282		3,834
Aura Biosciences, Inc.*(b)		502		8,770
Avalo Therapeutics, Inc.*		5,447		1,961
Avid Bioservices, Inc.*(b)		5,281		70,607
Avidity Biosciences, Inc.*(b)		3,292		45,858
Avita Medical, Inc.*		2,121		12,090
Avrobio, Inc.*		3,311		3,218
Beam Therapeutics, Inc.*		4,474		157,395
Beyondspring, Inc.*		1,959		2,684
BioAtla, Inc.*		1,366		3,292
BioCryst Pharmaceuticals, Inc.*		15,743		146,567
Biohaven Pharmaceutical Holding Co. Ltd.*		4,882		701,690
Biomea Fusion, Inc.*		1,899		10,426
Bioxcel Therapeutics, Inc.*(b)		1,505		17,608
Black Diamond Therapeutics, Inc.*		1,993		3,368
Bluebird Bio, Inc.*		5,908		18,906
Blueprint Medicines Corp.*		5,122		281,710
Bolt Biotherapeutics, Inc.*		2,008		3,414
Bridgebio Pharma, Inc.*		9,273		63,335
Brooklyn ImmunoTherapeutics, Inc.*		2,597		1,741
C4 Therapeutics, Inc.*(b)		3,375		24,503
Cardiff Oncology, Inc.*		3,332		4,498
CareDx, Inc.*		4,434		111,515
Caribou Biosciences, Inc.*		4,443		37,010
Catalyst Pharmaceuticals, Inc.*		8,493		61,150
Celcuity, Inc.*		854		5,585
Celldex Therapeutics, Inc.*		4,022		94,597
CEL-SCI Corp.*(b)		3,144		11,476
Century Therapeutics, Inc.*(b)		1,516		13,174
Cerevel Therapeutics Holdings, Inc.*		3,559		92,997
ChemoCentryx, Inc.*		4,713		104,959
Chimerix, Inc.*		6,398		12,028
Chinook Therapeutics, Inc.*		3,538		53,707
Clene, Inc.*		1,795		3,913
Clovis Oncology, Inc.*		9,872		6,864
Codiak Biosciences, Inc.*(b)		1,381		3,853
Cogent Biosciences, Inc.*(b)		3,257		15,015
Coherus Biosciences, Inc.*		5,673		41,640
Cortexyme, Inc.*(b)		1,737		4,499
Crinetics Pharmaceuticals, Inc.*		4,028		67,469
Cue Biopharma, Inc.*		2,693		10,422
Cullinan Oncology, Inc.*		2,271		24,277
Curis, Inc.*		7,562		5,780
Cyteir Therapeutics, Inc.*		1,636		3,108
Cytokinetics, Inc.*(b)		6,921		276,148
CytomX Therapeutics, Inc.*		5,681		9,146
Day One Biopharmaceuticals, Inc.*(b)		1,993		12,396
Deciphera Pharmaceuticals, Inc.*		3,473		37,647
Denali Therapeutics, Inc.*		7,956		193,251
DermTech, Inc.*		2,120		14,077
Design Therapeutics, Inc.*		2,338		29,178
Dynavax Technologies Corp.*		9,439		111,947
Dyne Therapeutics, Inc.*		2,639		12,694
Eagle Pharmaceuticals, Inc.*		1,008		47,074
Editas Medicine, Inc.*(b)		5,975		68,055
Eiger BioPharmaceuticals, Inc.*		2,812		19,515
Eliem Therapeutics, Inc.*		529		2,026
Emergent BioSolutions, Inc.*		4,284		141,201
Enanta Pharmaceuticals, Inc.*		1,715		68,480
Entrada Therapeutics, Inc.*		934		6,314
Epizyme, Inc.*		12,535		5,265
Erasca, Inc.*(b)		5,582		30,254
Evelo Biosciences, Inc.*(b)		2,647		5,559
Exagen, Inc.*		905		4,525
Fate Therapeutics, Inc.*(b)		7,102		164,056
FibroGen, Inc.*		7,540		74,194
Finch Therapeutics Group, Inc.*		674		1,597
Foghorn Therapeutics, Inc.*(b)		1,716		22,136
Forma Therapeutics Holdings, Inc.*		2,973		16,916
Forte Biosciences, Inc.*		987		1,303
Fortress Biotech, Inc.*		6,410		5,522
Frequency Therapeutics, Inc.*		2,819		3,157
G1 Therapeutics, Inc.*(b)		3,463		16,830
Gemini Therapeutics, Inc.*		1,919		2,456
Generation Bio Co.*		3,839		21,575
Geron Corp.*		26,648		36,774

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Global Blood Therapeutics, Inc.*		5,404		134,776
Gossamer Bio, Inc.*		5,431		38,289
Graphite Bio, Inc.*		2,582		6,068
Greenwich Lifesciences, Inc.*		354		2,740
Gritstone bio, Inc.*		3,735		7,545
GT Biopharma, Inc.*		1,558		4,300
Halozyme Therapeutics, Inc.*		12,117		557,140
Harpoon Therapeutics, Inc.*		1,639		3,376
Heron Therapeutics, Inc.*(b)		8,093		26,707
Homology Medicines, Inc.*		3,664		5,386
Hookipa Pharma, Inc.*		1,673		2,878
Humanigen, Inc.*		4,264		9,296
iBio, Inc.*(b)		18,900		4,555
Icosavax, Inc.*(b)		3,080		20,913
Ideaya Biosciences, Inc.*		2,862		31,911
IGM Biosciences, Inc.*(b)		718		12,048
Imago Biosciences, Inc.*(b)		1,747		28,232
Immuneering Corp., Class A*		1,649		7,388
Immunic, Inc.*		1,640		10,168
ImmunityBio, Inc.*(b)		6,070		22,823
ImmunoGen, Inc.*		18,807		68,834
Immunovant, Inc.*		3,544		15,027
Impel Pharmaceuticals, Inc.*		569		3,920
Infinity Pharmaceuticals, Inc.*		7,643		5,139
Inhibrx, Inc.*		2,446		31,969
Inovio Pharmaceuticals, Inc.*		18,087		33,823
Inozyme Pharma, Inc.*		1,260		4,649
Insmed, Inc.*		10,319		194,204
Instil Bio, Inc.*(b)		4,722		28,356
Intellia Therapeutics, Inc.*		6,119		282,331
Intercept Pharmaceuticals, Inc.*(b)		2,191		39,657
Ironwood Pharmaceuticals, Inc.*		12,823		144,515
iTeos Therapeutics, Inc.*		1,759		30,782
IVERIC bio, Inc.*		10,051		104,932
Janux Therapeutics, Inc.*		1,556		17,318
Jounce Therapeutics, Inc.*		2,887		11,173
KalVista Pharmaceuticals, Inc.*		1,957		17,398
Karuna Therapeutics, Inc.*		1,938		202,172
Karyopharm Therapeutics, Inc.*		6,304		39,589
Keros Therapeutics, Inc.*		1,376		46,509
Kezar Life Sciences, Inc.*		3,309		16,710
Kiniksa Pharmaceuticals Ltd., Class A*		2,539		19,449
Kinnate Biopharma, Inc.*		2,253		17,889
Kodiak Sciences, Inc.*		2,921		21,148
Kronos Bio, Inc.*		3,392		12,618
Krystal Biotech, Inc.*(b)		1,749		102,981
Kura Oncology, Inc.*		5,562		73,196
Kymera Therapeutics, Inc.*		2,998		42,781
Lexicon Pharmaceuticals, Inc.*		6,134		10,857
Ligand Pharmaceuticals, Inc.*		1,314		116,828
Lineage Cell Therapeutics, Inc.*		10,961		13,701
Lyell Immunopharma, Inc.*(b)		12,974		53,712
MacroGenics, Inc.*		5,248		18,211
Madrigal Pharmaceuticals, Inc.*		1,020		67,718
Magenta Therapeutics, Inc.*		2,620		3,039
MannKind Corp.*(b)		21,603		90,301
MEI Pharma, Inc.*		11,182		5,327
MeiraGTx Holdings plc*		2,607		21,873
Mersana Therapeutics, Inc.*		6,258		20,902
MiMedx Group, Inc.*		9,709		37,962
MiNK Therapeutics, Inc.*		176		273
Mirum Pharmaceuticals, Inc.*		308		7,204
Molecular Templates, Inc.*		3,235		3,196
Monte Rosa Therapeutics, Inc.*(b)		2,532		19,598
Morphic Holding, Inc.*		1,844		43,223
Mustang Bio, Inc.*		6,506		4,197
Myriad Genetics, Inc.*		6,929		133,314
Neoleukin Therapeutics, Inc.*		3,086		3,086
NexImmune, Inc.*		1,548		3,529
Nkarta, Inc.*		1,226		17,691
Nurix Therapeutics, Inc.*		2,732		27,566
Nuvalent, Inc., Class A*(b)		1,604		14,211
Ocugen, Inc.*(b)		16,170		38,323
Olema Pharmaceuticals, Inc.*		2,248		6,429
Omega Therapeutics, Inc.*		1,950		4,426
Oncocyte Corp.*(b)		5,255		5,675
Oncorus, Inc.*		1,787		2,127
Oncternal Therapeutics, Inc.*		3,872		5,731
Organogenesis Holdings, Inc.*		6,070		34,053
ORIC Pharmaceuticals, Inc.*		2,765		9,235
Outlook Therapeutics, Inc.*(b)		9,969		11,464
Oyster Point Pharma, Inc.*		968		3,804
Passage Bio, Inc.*		3,246		5,843
PMV Pharmaceuticals, Inc.*		2,285		26,872
Portage Biotech, Inc.*		430		4,300
Poseida Therapeutics, Inc.*		2,515		5,709
Praxis Precision Medicines, Inc.*		2,903		24,095
Precigen, Inc.*		8,289		11,107
Precision BioSciences, Inc.*		4,426		7,436
Prelude Therapeutics, Inc.*(b)		941		3,952
Prometheus Biosciences, Inc.*(b)		2,628		68,486
Protagonist Therapeutics, Inc.*		3,912		34,269
Prothena Corp. plc*		3,168		86,265
PTC Therapeutics, Inc.*		6,072		178,335
Puma Biotechnology, Inc.*		2,811		5,453
Pyxis Oncology, Inc.*		940		2,322
Radius Health, Inc.*		4,096		25,928
Rallybio Corp.*(b)		1,575		21,420
RAPT Therapeutics, Inc.*(b)		1,861		27,394
Recursion Pharmaceuticals, Inc., Class A*(b)		10,076		61,665
REGENXBIO, Inc.*		3,444		72,462
Relay Therapeutics, Inc.*		6,132		99,829
Reneo Pharmaceuticals, Inc.*		747		1,546
Replimune Group, Inc.*		2,629		38,199
REVOLUTION Medicines, Inc.*		5,193		88,177
Rhythm Pharmaceuticals, Inc.*		3,853		13,254
Rigel Pharmaceuticals, Inc.*		14,934		27,031
Rocket Pharmaceuticals, Inc.*		3,616		42,850
Rubius Therapeutics, Inc.*		4,018		4,420
Sana Biotechnology, Inc.*(b)		7,562		38,793
Sangamo Therapeutics, Inc.*		10,392		37,931
Scholar Rock Holding Corp.*		2,461		12,354
Selecta Biosciences, Inc.*		8,050		7,102
Sensei Biotherapeutics, Inc.*		1,832		3,481
Sera Prognostics, Inc., Class A*		683		949
Seres Therapeutics, Inc.*		6,094		18,891
Sesen Bio, Inc.*		17,600		10,787
Shattuck Labs, Inc.*		2,330		6,664
Sigilon Therapeutics, Inc.*		1,326		1,005
Silverback Therapeutics, Inc.*		1,797		6,272
Solid Biosciences, Inc.*		5,219		2,975
Sorrento Therapeutics, Inc.*(b)		26,124		42,843
Spectrum Pharmaceuticals, Inc.*		14,262		10,659
Spero Therapeutics, Inc.*		2,102		2,480
SpringWorks Therapeutics, Inc.*		2,541		48,127
Spruce Biosciences, Inc.*		768		1,198

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
SQZ Biotechnologies Co.*		1,995		7,082
Stoke Therapeutics, Inc.*		1,666		20,175
Summit Therapeutics, Inc.*		2,301		3,060
Surface Oncology, Inc.*		3,084		5,705
Sutro Biopharma, Inc.*		3,805		16,552
Syndax Pharmaceuticals, Inc.*		4,296		70,884
Syros Pharmaceuticals, Inc.*		5,042		4,143
Talaris Therapeutics, Inc.*(b)		1,861		16,023
Taysha Gene Therapies, Inc.*		1,990		5,075
TCR2 Therapeutics, Inc.*		2,661		6,174
Tenaya Therapeutics, Inc.*(b)		2,502		16,763
TG Therapeutics, Inc.*		11,316		50,017
Tonix Pharmaceuticals Holding Corp.*(b)		1,378		3,362
Travere Therapeutics, Inc.*		5,156		120,186
Trevena, Inc.*(b)		14,297		4,458
Turning Point Therapeutics, Inc.*		4,022		142,258
Twist Bioscience Corp.*		4,846		164,958
Tyra Biosciences, Inc.*(b)		1,022		6,980
UroGen Pharma Ltd.*		1,707		9,081
Vanda Pharmaceuticals, Inc.*		4,783		47,017
Vaxart, Inc.*(b)		10,701		38,952
Vaxcyte, Inc.*		3,725		89,363
VBI Vaccines, Inc.*(b)		16,488		15,087
Vera Therapeutics, Inc.*(b)		1,206		17,535
Veracyte, Inc.*(b)		5,901		103,740
Verastem, Inc.*		15,062		19,279
Vericel Corp.*		4,075		110,636
Verve Therapeutics, Inc.*(b)		3,181		48,224
Vigil Neuroscience, Inc.*		581		1,691
Viking Therapeutics, Inc.*		5,978		13,271
Vincerx Pharma, Inc.*		1,440		2,347
Vir Biotechnology, Inc.*		5,250		135,502
Viracta Therapeutics, Inc.*(b)		3,181		6,744
VistaGen Therapeutics, Inc.*(b)		16,960		19,504
Vor BioPharma, Inc.*		1,649		6,942
Werewolf Therapeutics, Inc.*		2,304		8,732
XBiotech, Inc.		1,335		7,342
Xencor, Inc.*		4,949		110,511
Xilio Therapeutics, Inc.*		681		2,043
XOMA Corp.*		525		9,560
Y-mAbs Therapeutics, Inc.*		3,058		38,042
Zentalis Pharmaceuticals, Inc.*		3,181		76,694
				12,334,770
Building Products - 1.1%
AAON, Inc.		3,663		196,264
American Woodmark Corp.*		1,454		75,724
Apogee Enterprises, Inc.		2,131		88,650
Caesarstone Ltd.		1,982		18,056
Cornerstone Building Brands, Inc.*		4,777		117,275
CSW Industrials, Inc.		1,302		138,168
Gibraltar Industries, Inc.*		2,869		119,809
Griffon Corp.		4,526		145,149
Insteel Industries, Inc.		1,631		67,540
JELD-WEN Holding, Inc.*		8,011		150,847
Masonite International Corp.*		2,087		191,649
PGT Innovations, Inc.*		5,047		101,445
Quanex Building Products Corp.		2,926		59,515
Resideo Technologies, Inc.*		12,652		298,840
Simpson Manufacturing Co., Inc.		3,804		412,163
UFP Industries, Inc.		5,261		406,149
View, Inc.*(b)		8,580		10,897
Zurn Water Solutions Corp.		10,608		305,723
				2,903,863
Capital Markets - 1.3%
Artisan Partners Asset Management, Inc., Class A		5,124		196,813
AssetMark Financial Holdings, Inc.*		1,588		33,173
Associated Capital Group, Inc., Class A		134		5,305
B Riley Financial, Inc.		1,766		95,982
BGC Partners, Inc., Class A		27,676		90,224
Blucora, Inc.*		4,242		75,041
Brightsphere Investment Group, Inc.		2,816		57,418
Cohen & Steers, Inc.		2,184		166,443
Cowen, Inc., Class A(b)		2,299		61,016
Diamond Hill Investment Group, Inc.		266		49,779
Donnelley Financial Solutions, Inc.*		2,574		80,077
Federated Hermes, Inc.		8,145		276,686
Focus Financial Partners, Inc., Class A*		5,677		214,023
GAMCO Investors, Inc., Class A(b)		441		9,067
GCM Grosvenor, Inc., Class A(b)		3,896		31,908
Greenhill & Co., Inc.		1,211		14,895
Hamilton Lane, Inc., Class A		3,048		211,989
Houlihan Lokey, Inc.		4,464		383,636
Moelis & Co., Class A		5,343		250,694
Open Lending Corp., Class A*		9,115		119,953
Oppenheimer Holdings, Inc., Class A		809		28,889
Piper Sandler Cos.		1,530		201,639
PJT Partners, Inc., Class A		2,076		157,444
Pzena Investment Management, Inc., Class A		1,461		10,329
Sculptor Capital Management, Inc.		1,933		23,235
StepStone Group, Inc., Class A		3,990		108,767
StoneX Group, Inc.*		1,500		112,605
Value Line, Inc.(b)		84		5,931
Virtus Investment Partners, Inc.		640		123,303
WisdomTree Investments, Inc.		11,773		70,049
				3,266,313
Chemicals - 1.8%
AdvanSix, Inc.		2,380		110,265
American Vanguard Corp.		2,561		63,206
Amyris, Inc.*(b)		15,465		39,436
Aspen Aerogels, Inc.*		1,919		33,621
Avient Corp.		7,963		391,780
Balchem Corp.		2,810		349,648
Cabot Corp.		4,905		370,867
Chase Corp.		661		53,402
Danimer Scientific, Inc.*(b)		7,908		34,716
Ecovyst, Inc.		5,195		53,353
FutureFuel Corp.		2,266		16,293
GCP Applied Technologies, Inc.*		5,852		182,114
Hawkins, Inc.		1,676		60,604
HB Fuller Co.		4,621		328,461
Ingevity Corp.*		3,471		241,859
Innospec, Inc.		2,146		218,956
Intrepid Potash, Inc.*		864		56,912
Koppers Holdings, Inc.		1,821		49,349
Kronos Worldwide, Inc.		1,947		37,090
Livent Corp.*(b)		14,177		450,687
Marrone Bio Innovations, Inc.*		8,848		10,352
Minerals Technologies, Inc.		2,913		193,015

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Orion Engineered Carbons SA		5,307		102,478
PureCycle Technologies, Inc.*(b)		5,012		42,802
Quaker Chemical Corp.		1,186		185,490
Rayonier Advanced Materials, Inc.*		5,416		20,852
Schweitzer-Mauduit International, Inc.		2,732		74,092
Sensient Technologies Corp.		3,706		324,053
Stepan Co.		1,887		211,552
Tredegar Corp.		2,284		27,659
Trinseo plc		3,402		160,881
Tronox Holdings plc, Class A		10,026		180,568
Valhi, Inc.		219		10,157
Zymergen, Inc.*		7,016		9,963
				4,696,533
Commercial Services & Supplies - 1.5%
ABM Industries, Inc.		5,887		284,636
ACCO Brands Corp.		8,154		61,481
Aris Water Solution, Inc., Class A		1,702		34,772
Brady Corp., Class A		4,124		200,055
BrightView Holdings, Inc.*		4,163		54,119
Brink's Co. (The)		4,205		255,790
Casella Waste Systems, Inc., Class A*		4,302		307,937
CECO Environmental Corp.*		2,730		17,090
Cimpress plc*		1,545		67,331
CompX International, Inc.		123		2,722
CoreCivic, Inc., REIT*		10,501		135,148
Deluxe Corp.		3,721		89,044
Ennis, Inc.		2,230		40,475
GEO Group, Inc. (The), REIT*(b)		10,307		73,283
Harsco Corp.*		6,840		56,772
Healthcare Services Group, Inc.		6,566		112,738
Heritage-Crystal Clean, Inc.*		1,371		37,798
HNI Corp.		3,797		144,780
Interface, Inc.		5,082		73,130
KAR Auction Services, Inc.*		10,573		168,851
Kimball International, Inc., Class B		3,166		27,038
Matthews International Corp., Class A		2,714		87,825
MillerKnoll, Inc.		6,499		196,270
Montrose Environmental Group, Inc.*		2,283		92,484
NL Industries, Inc.		736		6,756
Pitney Bowes, Inc.		15,382		71,988
SP Plus Corp.*		2,017		64,463
Steelcase, Inc., Class A		7,476		91,656
Team, Inc.*		2,301		2,715
Tetra Tech, Inc.		4,712		635,979
UniFirst Corp.		1,314		214,760
Viad Corp.*		1,776		53,493
VSE Corp.		935		36,334
				3,799,713
Communications Equipment - 0.6%
ADTRAN, Inc.		4,275		79,216
Aviat Networks, Inc.*		949		27,825
CalAmp Corp.*		3,104		22,535
Calix, Inc.*		4,826		178,272
Cambium Networks Corp.*		929		13,275
Casa Systems, Inc.*		2,779		12,228
Clearfield, Inc.*		1,000		61,800
Comtech Telecommunications Corp.		2,261		28,285
Digi International, Inc.*		3,037		67,118
DZS, Inc.*		1,500		26,235
EMCORE Corp.*		3,233		10,669
Extreme Networks, Inc.*		11,112		110,231
Harmonic, Inc.*		7,915		76,221
Infinera Corp.*(b)		15,997		91,663
Inseego Corp.*		7,458		15,363
KVH Industries, Inc.*		1,322		10,285
NETGEAR, Inc.*		2,539		48,368
NetScout Systems, Inc.*		6,128		210,374
Plantronics, Inc.*		3,726		147,103
Ribbon Communications, Inc.*		6,144		17,388
Viavi Solutions, Inc.*		20,115		291,064
				1,545,518
Construction & Engineering - 1.4%
Ameresco, Inc., Class A*		2,706		158,896
API Group Corp.*		17,661		308,184
Arcosa, Inc.		4,247		224,539
Argan, Inc.		1,294		51,747
Comfort Systems USA, Inc.		3,116		279,568
Concrete Pumping Holdings, Inc.*(b)		2,263		12,243
Construction Partners, Inc., Class A*		3,474		79,867
Dycom Industries, Inc.*		2,573		239,572
EMCOR Group, Inc.		4,667		492,975
Fluor Corp.*(b)		12,418		350,560
Granite Construction, Inc.(b)		3,997		130,502
Great Lakes Dredge & Dock Corp.*		5,671		83,364
IES Holdings, Inc.*		767		23,693
Infrastructure and Energy Alternatives, Inc.*		2,395		19,471
INNOVATE Corp.*		4,148		10,080
Matrix Service Co.*		2,297		13,851
MYR Group, Inc.*		1,448		132,651
Northwest Pipe Co.*		856		28,599
NV5 Global, Inc.*		1,155		142,273
Primoris Services Corp.		4,685		113,752
Sterling Construction Co., Inc.*		2,438		59,999
Tutor Perini Corp.*		3,619		36,697
WillScot Mobile Mini Holdings Corp.*		18,233		651,465
				3,644,548
Construction Materials - 0.1%
Summit Materials, Inc., Class A*		10,392		283,806
United States Lime & Minerals, Inc.		185		22,000
				305,806
Consumer Finance - 0.6%
Atlanticus Holdings Corp.*		424		16,498
Curo Group Holdings Corp.		1,831		15,930
Encore Capital Group, Inc.*(b)		2,164		132,242
Enova International, Inc.*		3,192		100,803
EZCORP, Inc., Class A*		4,363		33,072
FirstCash Holdings, Inc.		3,469		258,961
Green Dot Corp., Class A*		4,686		135,144
LendingClub Corp.*		8,767		137,817
LendingTree, Inc.*		1,025		64,688
Navient Corp.		13,224		211,584
Nelnet, Inc., Class A		1,474		124,833
Oportun Financial Corp.*		1,844		20,763
PRA Group, Inc.*		3,785		140,045
PROG Holdings, Inc.*		4,949		144,461
Regional Management Corp.		669		31,831

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
World Acceptance Corp.*		373		55,230
				1,623,902
Containers & Packaging - 0.3%
Greif, Inc., Class A		2,263		134,581
Greif, Inc., Class B		515		30,493
Myers Industries, Inc.		3,166		75,351
O-I Glass, Inc.*		13,607		223,835
Pactiv Evergreen, Inc.		3,763		38,721
Ranpak Holdings Corp.*		3,286		40,944
TriMas Corp.		3,779		106,492
				650,417
Distributors - 0.0%(d)
Funko, Inc., Class A*		2,359		48,053
Greenlane Holdings, Inc., Class A*		1,613		475
				48,528
Diversified Consumer Services - 0.5%
2U, Inc.*(b)		6,358		59,257
Adtalem Global Education, Inc.*		4,342		141,636
American Public Education, Inc.*		1,634		22,778
Carriage Services, Inc.		1,345		54,298
Coursera, Inc.*		6,396		108,156
European Wax Center, Inc., Class A(b)		1,155		30,607
Graham Holdings Co., Class B		325		199,231
Laureate Education, Inc., Class A		8,683		110,535
OneSpaWorld Holdings Ltd.*(b)		4,686		44,048
Perdoceo Education Corp.*		6,148		67,075
PowerSchool Holdings, Inc., Class A*		3,742		47,860
Regis Corp.*		3,732		2,867
StoneMor, Inc.*		2,821		9,676
Strategic Education, Inc.		2,127		139,999
Stride, Inc.*		3,621		141,617
Udemy, Inc.*		1,222		18,024
Vivint Smart Home, Inc.*		8,003		47,698
WW International, Inc.*		4,596		32,586
				1,277,948
Diversified Financial Services - 0.1%
Alerus Financial Corp.		1,308		33,223
A-Mark Precious Metals, Inc.		784		59,607
Banco Latinoamericano de Comercio Exterior SA, Class E		2,719		40,432
Cannae Holdings, Inc.*		7,410		150,201
				283,463
Diversified Telecommunication Services - 0.5%
Anterix, Inc.*		1,025		43,860
ATN International, Inc.		966		42,591
Bandwidth, Inc., Class A*(b)		2,014		42,375
Cogent Communications Holdings, Inc.		3,726		225,013
Consolidated Communications Holdings, Inc.*		6,385		42,269
EchoStar Corp., Class A*		3,255		78,218
Globalstar, Inc.*(b)		53,087		74,322
IDT Corp., Class B*		1,274		35,111
Iridium Communications, Inc.*		10,322		383,049
Liberty Latin America Ltd., Class A*		3,538		33,646
Liberty Latin America Ltd., Class C*		13,518		128,556
Ooma, Inc.*		1,947		27,336
Radius Global Infrastructure, Inc.*		6,303		93,915
Telesat Corp.*		622		10,406
				1,260,667
Electric Utilities - 0.6%
ALLETE, Inc.		4,599		285,230
MGE Energy, Inc.		3,181		252,476
Otter Tail Corp.		3,605		235,731
PNM Resources, Inc.		7,481		355,572
Portland General Electric Co.		7,880		388,090
Via Renewables, Inc.(b)		1,039		8,800
				1,525,899
Electrical Equipment - 0.8%
Advent Technologies Holdings, Inc.*		2,797		3,804
Allied Motion Technologies, Inc.		1,047		25,693
American Superconductor Corp.*		2,423		12,939
Array Technologies, Inc.*		11,163		123,686
Atkore, Inc.*		3,917		426,640
AZZ, Inc.		2,146		96,055
Babcock & Wilcox Enterprises, Inc.*		4,865		31,866
Beam Global*		758		10,832
Blink Charging Co.*(b)		3,187		50,769
Bloom Energy Corp., Class A*		12,442		217,984
Encore Wire Corp.		1,733		216,660
EnerSys		3,613		244,672
Eos Energy Enterprises, Inc.*		3,882		5,357
FTC Solar, Inc.*(b)		3,574		14,475
FuelCell Energy, Inc.*(b)		32,324		132,528
GrafTech International Ltd.		17,539		152,239
Powell Industries, Inc.		796		21,396
Preformed Line Products Co.		255		15,807
Romeo Power, Inc.*		8,547		6,715
Stem, Inc.*		9,963		86,080
Thermon Group Holdings, Inc.*		2,886		45,426
TPI Composites, Inc.*		3,183		43,894
Vicor Corp.*		1,840		123,832
				2,109,349
Electronic Equipment, Instruments & Components - 2.0%
908 Devices, Inc.*(b)		1,839		25,599
Advanced Energy Industries, Inc.		3,296		268,492
Aeva Technologies, Inc.*(b)		9,247		30,053
Akoustis Technologies, Inc.*		4,501		18,004
Arlo Technologies, Inc.*		7,372		52,194
Badger Meter, Inc.		2,541		201,095
Belden, Inc.		3,875		223,122
Benchmark Electronics, Inc.		3,085		78,637
CTS Corp.		2,795		113,673
Daktronics, Inc.*		3,254		10,868
ePlus, Inc.*		2,331		132,261
Fabrinet*		3,232		280,764
FARO Technologies, Inc.*		1,585		51,069
Identiv, Inc.*		1,881		24,058
II-VI, Inc.*(b)		9,257		578,562
Insight Enterprises, Inc.*		3,013		297,745
Iteris, Inc.*		3,708		10,197
Itron, Inc.*		3,957		204,221
Kimball Electronics, Inc.*		2,093		39,788
Knowles Corp.*		7,711		148,205
Luna Innovations, Inc.*		2,704		16,332
Methode Electronics, Inc.		3,236		145,782
MicroVision, Inc.*(b)		14,370		51,732
Napco Security Technologies, Inc.*		2,545		49,907
nLight, Inc.*		3,812		46,773

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Novanta, Inc.*		3,082		378,963
OSI Systems, Inc.*		1,462		122,691
Ouster, Inc.*(b)		11,154		24,539
PAR Technology Corp.*(b)		2,208		82,977
PC Connection, Inc.		966		43,190
Plexus Corp.*		2,455		208,184
Rogers Corp.*		1,638		434,692
Sanmina Corp.*		5,492		241,044
ScanSource, Inc.*		2,191		84,879
TTM Technologies, Inc.*		9,121		130,339
Velodyne Lidar, Inc.*		6,688		11,303
Vishay Intertechnology, Inc.		11,669		238,514
Vishay Precision Group, Inc.*		1,092		33,197
				5,133,645
Energy Equipment & Services - 1.2%
Archrock, Inc.		11,791		118,264
Bristow Group, Inc.*		2,076		65,996
Cactus, Inc., Class A		4,857		254,604
ChampionX Corp.		17,752		413,089
DMC Global, Inc.*		1,670		46,209
Dril-Quip, Inc.*		3,077		96,741
Expro Group Holdings NV*		4,075		55,705
Helix Energy Solutions Group, Inc.*		12,519		58,088
Helmerich & Payne, Inc.		8,997		452,999
Liberty Energy, Inc., Class A*		8,088		131,592
Nabors Industries Ltd.*		614		102,397
National Energy Services Reunited Corp.*		3,320		24,767
Newpark Resources, Inc.*		7,899		33,966
NexTier Oilfield Solutions, Inc.*		15,127		164,884
Oceaneering International, Inc.*		8,740		111,173
Oil States International, Inc.*		5,307		41,076
Patterson-UTI Energy, Inc.		16,332		311,615
ProPetro Holding Corp.*		7,556		98,606
RPC, Inc.*		5,912		55,336
Select Energy Services, Inc., Class A*		5,588		47,330
Solaris Oilfield Infrastructure, Inc., Class A		2,725		36,733
TETRA Technologies, Inc.*		10,733		53,880
Tidewater, Inc.*		3,590		91,365
US Silica Holdings, Inc.*		6,419		113,488
				2,979,903
Entertainment - 0.5%
AMC Entertainment Holdings, Inc., Class A*(b)		45,080		646,447
Chicken Soup For The Soul Entertainment, Inc.*		930		6,175
Cinemark Holdings, Inc.*(b)		9,446		160,393
CuriosityStream, Inc.*		2,284		3,449
Eros STX Global Corp.*		1,379		2,729
IMAX Corp.*		4,355		75,429
Liberty Media Corp.-Liberty Braves, Class A*		875		22,207
Liberty Media Corp.-Liberty Braves, Class C*		3,187		78,241
Lions Gate Entertainment Corp., Class A*		5,098		52,153
Lions Gate Entertainment Corp., Class B*		10,322		96,924
LiveOne, Inc.*		5,316		4,465
Madison Square Garden Entertainment Corp.*(b)		2,272		154,019
Marcus Corp. (The)*		2,001		31,356
				1,333,987
Equity Real Estate Investment Trusts (REITs) - 5.8%
Acadia Realty Trust		7,594		149,298
Agree Realty Corp.(b)		6,146		427,577
Alexander & Baldwin, Inc.		6,332		129,173
Alexander's, Inc.		192		46,512
American Assets Trust, Inc.		4,365		148,847
Apartment Investment and Management Co., Class A*		13,222		83,034
Apple Hospitality REIT, Inc.		18,745		313,229
Armada Hoffler Properties, Inc.		5,838		80,448
Ashford Hospitality Trust, Inc.*		1,482		8,358
Braemar Hotels & Resorts, Inc.		4,995		28,971
Brandywine Realty Trust		14,847		165,544
Broadstone Net Lease, Inc.		13,768		291,193
BRT Apartments Corp.		1,000		22,910
CareTrust REIT, Inc.		8,448		156,541
CatchMark Timber Trust, Inc., Class A		4,274		50,390
Centerspace REIT		1,248		103,559
Chatham Lodging Trust*		4,179		53,240
City Office REIT, Inc.		3,734		52,052
Clipper Realty, Inc.		1,067		9,027
Community Healthcare Trust, Inc.		2,094		78,902
Corporate Office Properties Trust		9,868		272,752
CTO Realty Growth, Inc.(b)		504		33,209
DiamondRock Hospitality Co.*		18,270		187,998
DigitalBridge Group, Inc.*		42,430		255,429
Diversified Healthcare Trust		20,760		47,125
Easterly Government Properties, Inc.		7,563		148,462
EastGroup Properties, Inc.		3,523		569,141
Empire State Realty Trust, Inc., Class A		12,505		100,040
Equity Commonwealth*		9,525		259,556
Essential Properties Realty Trust, Inc.		10,605		242,642
Farmland Partners, Inc.		2,501		37,565
Four Corners Property Trust, Inc.		6,747		186,015
Franklin Street Properties Corp.		8,888		40,174
Getty Realty Corp.		3,559		99,438
Gladstone Commercial Corp.		3,232		65,577
Gladstone Land Corp.		2,725		73,139
Global Medical REIT, Inc.		5,230		67,990
Global Net Lease, Inc.		9,123		132,010
Healthcare Realty Trust, Inc.(b)		12,911		375,323
Hersha Hospitality Trust*		2,814		30,898
Independence Realty Trust, Inc.		19,328		454,401
Indus Realty Trust, Inc.		494		30,732
Industrial Logistics Properties Trust		5,673		86,570
Innovative Industrial Properties, Inc.		2,005		266,765
iStar, Inc.		5,863		102,016
Kite Realty Group Trust		18,992		398,072
LTC Properties, Inc.		3,405		131,910
LXP Industrial Trust(b)		24,459		282,746
Macerich Co. (The)		18,713		219,878
National Health Investors, Inc.		3,829		226,485
National Storage Affiliates Trust		7,110		372,919
Necessity Retail REIT, Inc. (The)		10,870		86,743
NETSTREIT Corp.(b)		3,468		72,932
NexPoint Residential Trust, Inc.		1,954		143,580
Office Properties Income Trust		4,183		89,140

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
One Liberty Properties, Inc.		1,400		38,402
Outfront Media, Inc.		12,735		262,723
Paramount Group, Inc.		16,319		147,850
Pebblebrook Hotel Trust		11,373		256,006
Phillips Edison & Co., Inc.		9,972		336,455
Physicians Realty Trust		19,274		357,533
Piedmont Office Realty Trust, Inc., Class A		10,856		160,017
Plymouth Industrial REIT, Inc.		2,725		55,345
Postal Realty Trust, Inc., Class A		1,473		23,421
PotlatchDeltic Corp.		5,767		302,537
Preferred Apartment Communities, Inc., Class A		4,557		113,652
PS Business Parks, Inc.		1,748		327,977
Retail Opportunity Investments Corp.		10,408		188,073
RLJ Lodging Trust		14,466		194,278
RPT Realty		7,323		89,121
Ryman Hospitality Properties, Inc.*		4,696		419,306
Sabra Health Care REIT, Inc.		19,983		280,561
Safehold, Inc.		1,822		81,717
Saul Centers, Inc.		1,027		50,385
Seritage Growth Properties, Class A*(b)		3,257		26,154
Service Properties Trust		14,343		90,791
SITE Centers Corp.		15,142		238,032
STAG Industrial, Inc.		15,674		521,944
Summit Hotel Properties, Inc.*		9,086		79,412
Sunstone Hotel Investors, Inc.*		19,044		227,957
Tanger Factory Outlet Centers, Inc.		8,945		156,627
Terreno Realty Corp.		6,456		391,944
UMH Properties, Inc.		3,839		75,590
Uniti Group, Inc.(b)		17,209		195,150
Universal Health Realty Income Trust		1,111		59,627
Urban Edge Properties		10,132		190,988
Urstadt Biddle Properties, Inc., Class A		2,603		45,813
Veris Residential, Inc.*		7,681		123,587
Washington REIT		7,404		179,843
Whitestone REIT		4,022		49,430
Xenia Hotels & Resorts, Inc.*		9,976		183,459
				15,109,884
Food & Staples Retailing - 1.0%
Andersons, Inc. (The)		2,746		103,277
BJ's Wholesale Club Holdings, Inc.*		11,990		693,861
Chefs' Warehouse, Inc. (The)*		2,745		98,079
HF Foods Group, Inc.*		3,269		17,358
Ingles Markets, Inc., Class A		1,218		108,475
MedAvail Holdings, Inc.*		1,042		1,782
Natural Grocers by Vitamin Cottage, Inc.		804		14,199
Performance Food Group Co.*		13,263		574,818
PriceSmart, Inc.		2,146		168,740
Rite Aid Corp.*(b)		4,878		27,170
SpartanNash Co.		3,124		107,497
Sprouts Farmers Market, Inc.*		9,872		267,433
United Natural Foods, Inc.*		5,043		213,874
Village Super Market, Inc., Class A		757		17,971
Weis Markets, Inc.		1,441		105,942
				2,520,476
Food Products - 0.9%
AppHarvest, Inc.*(b)		6,110		19,308
B&G Foods, Inc.(b)		5,589		126,367
Calavo Growers, Inc.		1,491		50,769
Cal-Maine Foods, Inc.		3,566		170,205
Fresh Del Monte Produce, Inc.		2,934		74,934
Hostess Brands, Inc.*		12,092		256,955
J & J Snack Foods Corp.		1,295		166,045
John B Sanfilippo & Son, Inc.		771		58,889
Laird Superfood, Inc.*		552		1,319
Lancaster Colony Corp.		1,653		201,501
Landec Corp.*		2,272		21,584
Limoneira Co.		1,378		16,440
Mission Produce, Inc.*		3,249		43,439
Sanderson Farms, Inc.		1,777		354,511
Seneca Foods Corp., Class A*		515		29,278
Simply Good Foods Co. (The)*		7,446		297,542
Sovos Brands, Inc.*		2,252		31,798
Tattooed Chef, Inc.*(b)		4,135		29,937
Tootsie Roll Industries, Inc.		1,381		45,682
TreeHouse Foods, Inc.*		4,543		186,808
Utz Brands, Inc.(b)		5,244		73,416
Vita Coco Co., Inc. (The)*(b)		981		12,027
Vital Farms, Inc.*		2,153		21,315
Whole Earth Brands, Inc.*		3,262		22,312
				2,312,381
Gas Utilities - 1.1%
Brookfield Infrastructure Corp., Class A(b)		5,567		392,752
Chesapeake Utilities Corp.		1,505		201,023
New Jersey Resources Corp.		8,439		387,519
Northwest Natural Holding Co.		2,663		144,574
ONE Gas, Inc.		4,605		400,727
South Jersey Industries, Inc.		9,004		313,789
Southwest Gas Holdings, Inc.		5,758		536,243
Spire, Inc.		4,428		346,712
				2,723,339
Health Care Equipment & Supplies - 2.7%
Accelerate Diagnostics, Inc.*		2,891		1,759
Accuray, Inc.*		8,041		16,725
Acutus Medical, Inc.*		1,663		1,152
Alphatec Holdings, Inc.*		6,187		47,516
AngioDynamics, Inc.*		3,276		64,308
Apyx Medical Corp.*		2,717		16,492
Artivion, Inc.*		3,326		65,057
Asensus Surgical, Inc.*		20,459		8,020
Aspira Women's Health, Inc.*		6,359		3,752
AtriCure, Inc.*		3,917		159,148
Atrion Corp.		135		83,664
Avanos Medical, Inc.*		4,208		120,727
Axogen, Inc.*		3,380		32,685
Axonics, Inc.*		4,007		200,350
BioLife Solutions, Inc.*		925		12,691
Bioventus, Inc., Class A*		2,458		24,285
Butterfly Network, Inc.*(b)		11,689		35,651
Cardiovascular Systems, Inc.*		3,469		56,406
Cerus Corp.*		14,715		72,839
ClearPoint Neuro, Inc.*		1,659		18,183
CONMED Corp.		2,547		296,191
CryoPort, Inc.*(b)		3,538		90,042
Cue Health, Inc.*(b)		1,285		6,798
Cutera, Inc.*		1,545		69,509
CVRx, Inc.*		965		5,993
CytoSorbents Corp.*		3,611		6,969
DarioHealth Corp.*		1,185		7,880
Eargo, Inc.*		2,651		4,109

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Glaukos Corp.*		3,971		162,136
Haemonetics Corp.*		4,418		279,483
Heska Corp.*		847		84,522
Inari Medical, Inc.*		3,002		197,532
Inogen, Inc.*		1,736		44,580
Integer Holdings Corp.*		2,875		229,367
Invacare Corp.*		2,941		2,747
iRadimed Corp.		564		18,437
iRhythm Technologies, Inc.*		2,578		363,111
Lantheus Holdings, Inc.*		5,884		403,172
LeMaitre Vascular, Inc.		1,661		75,941
LivaNova plc*		4,682		318,704
Lucid Diagnostics, Inc.*		438		920
Meridian Bioscience, Inc.*		3,725		102,437
Merit Medical Systems, Inc.*		4,494		275,887
Mesa Laboratories, Inc.		429		89,768
Natus Medical, Inc.*		2,950		96,730
Neogen Corp.*		9,393		248,539
Neuronetics, Inc.*		2,228		5,971
NeuroPace, Inc.*		619		3,856
Nevro Corp.*		3,027		131,917
NuVasive, Inc.*		4,524		259,723
Omnicell, Inc.*		3,832		425,965
OraSure Technologies, Inc.*		6,260		25,979
Orthofix Medical, Inc.*		1,644		45,194
OrthoPediatrics Corp.*		1,199		55,358
Outset Medical, Inc.*		4,095		89,271
Paragon 28, Inc.*(b)		787		14,103
PAVmed, Inc.*		6,357		6,421
PROCEPT BioRobotics Corp.*		634		24,802
Pulmonx Corp.*		2,271		41,468
Pulse Biosciences, Inc.*		1,210		2,698
Quotient Ltd.*		6,955		2,678
Retractable Technologies, Inc.*		1,515		7,014
RxSight, Inc.*(b)		1,540		21,036
SeaSpine Holdings Corp.*		2,776		22,957
Senseonics Holdings, Inc.*(b)		37,793		43,840
Shockwave Medical, Inc.*		2,951		484,584
SI-BONE, Inc.*		2,844		42,518
Sientra, Inc.*		5,070		4,918
Sight Sciences, Inc.*		1,950		16,750
Silk Road Medical, Inc.*		2,998		99,594
STAAR Surgical Co.*		4,166		274,706
Stereotaxis, Inc.*		4,332		8,707
Surmodics, Inc.*		1,192		46,762
Tactile Systems Technology, Inc.*		1,673		16,998
Talis Biomedical Corp.*		1,304		1,369
TransMedics Group, Inc.*		2,275		66,362
Treace Medical Concepts, Inc.*		2,639		44,045
UFP Technologies, Inc.*		597		45,641
Utah Medical Products, Inc.		309		26,617
Vapotherm, Inc.*(b)		1,993		6,437
Varex Imaging Corp.*		3,366		77,553
ViewRay, Inc.*		13,174		38,073
Zynex, Inc.		1,954		14,245
				7,069,044
Health Care Providers & Services - 2.4%
1Life Healthcare, Inc.*		10,055		85,166
Accolade, Inc.*		4,464		28,659
AdaptHealth Corp.*		6,274		112,869
Addus HomeCare Corp.*		1,347		112,474
Agiliti, Inc.*		2,055		39,703
AirSculpt Technologies, Inc.*		586		5,168
Alignment Healthcare, Inc.*		6,929		74,002
AMN Healthcare Services, Inc.*		4,122		399,422
Apollo Medical Holdings, Inc.*		3,295		123,694
Aveanna Healthcare Holdings, Inc.*		3,440		10,595
Biodesix, Inc.*		1,221		1,807
Brookdale Senior Living, Inc.*		16,183		92,243
Castle Biosciences, Inc.*		1,860		41,422
Community Health Systems, Inc.*		10,861		56,912
CorVel Corp.*		748		111,572
Covetrus, Inc.*		9,057		188,567
Cross Country Healthcare, Inc.*		3,138		55,386
Ensign Group, Inc. (The)		4,600		373,382
Fulgent Genetics, Inc.*		1,833		99,917
Hanger, Inc.*		3,276		51,728
HealthEquity, Inc.*		7,165		448,386
InfuSystem Holdings, Inc.*		1,580		15,279
Innovage Holding Corp.*(b)		1,607		7,794
Invitae Corp.*		17,526		64,320
Joint Corp. (The)*		1,198		19,983
LHC Group, Inc.*		2,663		443,815
LifeStance Health Group, Inc.*(b)		6,295		46,898
MEDNAX, Inc.*		6,663		128,729
ModivCare, Inc.*		1,092		104,209
National HealthCare Corp.		1,108		77,881
National Research Corp.		1,216		43,642
Ontrak, Inc.*		1,031		1,959
OPKO Health, Inc.*		34,936		104,808
Option Care Health, Inc.*		13,912		422,368
Owens & Minor, Inc.		6,344		221,279
Patterson Cos., Inc.		7,490		236,609
Pennant Group, Inc. (The)*		2,247		42,985
PetIQ, Inc.*		2,361		40,515
Privia Health Group, Inc.*		3,662		87,741
Progyny, Inc.*		5,644		178,407
R1 RCM, Inc.*		10,395		223,181
RadNet, Inc.*		3,986		81,833
Select Medical Holdings Corp.		9,665		235,343
Sharps Compliance Corp.*		1,628		7,033
Surgery Partners, Inc.*(b)		2,998		117,522
Tenet Healthcare Corp.*		9,286		600,897
Tivity Health, Inc.*		3,847		124,643
US Physical Therapy, Inc.		1,107		124,637
Viemed Healthcare, Inc.*		3,091		17,742
				6,335,126
Health Care Technology - 0.6%
Allscripts Healthcare Solutions, Inc.*		10,625		181,581
American Well Corp., Class A*(b)		16,013		60,529
Computer Programs and Systems, Inc.*		1,226		39,097
Convey Health Solutions Holdings, Inc.*		1,185		7,347
Evolent Health, Inc., Class A*		6,974		196,179
Forian, Inc.*(b)		1,657		5,103
Health Catalyst, Inc.*(b)		4,568		66,921
HealthStream, Inc.*		2,207		44,957
iCAD, Inc.*		1,922		7,342
Inspire Medical Systems, Inc.*		2,359		417,142
Multiplan Corp.*(b)		28,521		142,605
NantHealth, Inc.*		2,359		1,227
NextGen Healthcare, Inc.*		4,894		88,630
OptimizeRx Corp.*		1,497		38,293
Phreesia, Inc.*		4,335		78,637
Schrodinger, Inc.*(b)		3,965		102,456

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Simulations Plus, Inc.		1,339		63,576
Tabula Rasa HealthCare, Inc.*		1,964		7,149
				1,548,771
Hotels, Restaurants & Leisure - 1.8%
Accel Entertainment, Inc.*		4,931		53,403
Bally's Corp.*		2,855		74,630
Biglari Holdings, Inc., Class B*		62		8,290
BJ's Restaurants, Inc.*		1,973		51,831
Bloomin' Brands, Inc.		7,740		163,391
Bluegreen Vacations Holding Corp.		1,251		34,853
Brinker International, Inc.*		3,881		117,788
Carrols Restaurant Group, Inc.		2,915		5,364
Century Casinos, Inc.*		2,374		20,749
Cheesecake Factory, Inc. (The)		4,027		131,522
Chuy's Holdings, Inc.*		1,750		39,532
Cracker Barrel Old Country Store, Inc.		2,077		211,875
Dave & Buster's Entertainment, Inc.*		3,835		145,308
Denny's Corp.*		5,404		55,985
Dine Brands Global, Inc.		1,425		104,723
Drive Shack, Inc.*		7,219		11,550
EBET, Inc.*(b)		1,174		3,604
El Pollo Loco Holdings, Inc.*		1,660		17,198
Everi Holdings, Inc.*		7,462		133,570
F45 Training Holdings, Inc.*(b)		2,778		17,668
Fiesta Restaurant Group, Inc.*		1,533		11,421
First Watch Restaurant Group, Inc.*		955		15,184
Full House Resorts, Inc.*		2,865		20,170
GAN Ltd.*		3,520		11,862
Golden Entertainment, Inc.*		1,495		70,684
Hall of Fame Resort & Entertainment Co.*		4,882		3,264
Hilton Grand Vacations, Inc.*		7,475		341,981
International Game Technology plc(b)		8,740		187,211
Jack in the Box, Inc.		1,845		126,013
Krispy Kreme, Inc.(b)		7,446		110,350
Kura Sushi USA, Inc., Class A*		411		15,491
Life Time Group Holdings, Inc.*		3,402		49,839
Light & Wonder, Inc.*		8,415		444,312
Lindblad Expeditions Holdings, Inc.*		2,684		38,542
Monarch Casino & Resort, Inc.*		1,146		77,756
Nathan's Famous, Inc.		243		12,405
NEOGAMES SA*		906		11,896
Noodles & Co.*		3,555		23,463
ONE Group Hospitality, Inc. (The)*		1,818		16,344
Papa John's International, Inc.		2,898		255,053
PlayAGS, Inc.*		2,399		13,914
Portillo's, Inc., Class A*(b)		2,003		37,196
RCI Hospitality Holdings, Inc.		761		43,932
Red Robin Gourmet Burgers, Inc.*		1,369		13,471
Red Rock Resorts, Inc., Class A		4,685		181,450
Rush Street Interactive, Inc.*		4,605		27,446
Ruth's Hospitality Group, Inc.		2,890		53,263
SeaWorld Entertainment, Inc.*		4,408		238,825
Shake Shack, Inc., Class A*		3,268		158,988
Sweetgreen, Inc., Class A*(b)		1,077		19,688
Target Hospitality Corp.*		2,187		13,887
Texas Roadhouse, Inc.		6,139		478,658
Wingstop, Inc.		2,616		208,391
Xponential Fitness, Inc., Class A*		1,075		20,296
				4,755,480
Household Durables - 1.4%
Aterian, Inc.*(b)		2,278		7,358
Bassett Furniture Industries, Inc.		804		13,089
Beazer Homes USA, Inc.*		2,554		41,400
Cavco Industries, Inc.*		809		179,727
Century Communities, Inc.		2,638		143,428
Ethan Allen Interiors, Inc.		1,975		45,938
Flexsteel Industries, Inc.		556		10,831
GoPro, Inc., Class A*		11,251		77,744
Green Brick Partners, Inc.*		2,686		65,324
Hamilton Beach Brands Holding Co., Class A		659		6,801
Helen of Troy Ltd.*		2,100		388,899
Hooker Furnishings Corp.		1,035		17,895
Hovnanian Enterprises, Inc., Class A*		461		23,599
Installed Building Products, Inc.		2,077		198,437
iRobot Corp.*		2,355		112,074
KB Home		6,942		239,430
Landsea Homes Corp.*		927		6,656
La-Z-Boy, Inc.		3,848		98,239
Legacy Housing Corp.*		701		10,978
LGI Homes, Inc.*		1,894		185,593
Lifetime Brands, Inc.		1,120		12,779
Lovesac Co. (The)*		1,128		39,288
M/I Homes, Inc.*		2,498		116,782
MDC Holdings, Inc.		4,999		190,862
Meritage Homes Corp.*		3,232		275,722
Purple Innovation, Inc.*(b)		5,046		26,138
Skyline Champion Corp.*		4,600		244,398
Snap One Holdings Corp.*(b)		1,563		19,303
Sonos, Inc.*		11,228		248,476
Taylor Morrison Home Corp.*		10,454		302,852
Traeger, Inc.*		2,758		13,101
Tri Pointe Homes, Inc.*		9,647		203,262
Tupperware Brands Corp.*		4,268		28,297
Universal Electronics, Inc.*		1,120		30,016
VOXX International Corp.*		1,368		11,464
Vuzix Corp.*(b)		5,132		33,358
Weber, Inc., Class A(b)		1,849		14,293
				3,683,831
Household Products - 0.2%
Central Garden & Pet Co.*		853		38,539
Central Garden & Pet Co., Class A*		3,495		147,943
Energizer Holdings, Inc.		5,847		175,352
Oil-Dri Corp. of America		461		10,958
WD-40 Co.		1,204		227,303
				600,095
Independent Power and Renewable Electricity Producers - 0.3%
Clearway Energy, Inc., Class A		4,435		144,404
Clearway Energy, Inc., Class C, Class C(b)		7,187		251,904
Ormat Technologies, Inc.		3,971		333,405
Sunnova Energy International, Inc.*(b)		7,544		150,880
				880,593
Insurance - 1.6%
Ambac Financial Group, Inc.*		3,968		42,497
American Equity Investment Life Holding Co.		7,234		291,241
AMERISAFE, Inc.		1,671		84,218

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Argo Group International Holdings Ltd.		2,776		117,591
Bright Health Group, Inc.*(b)		22,628		38,468
BRP Group, Inc., Class A*		4,152		104,713
Citizens, Inc.*(b)		4,359		14,472
CNO Financial Group, Inc.		10,495		215,882
Crawford & Co., Class A		1,424		11,677
Donegal Group, Inc., Class A		1,303		21,083
eHealth, Inc.*		2,164		22,722
Employers Holdings, Inc.		2,455		101,662
Enstar Group Ltd.*		1,090		252,804
Genworth Financial, Inc., Class A*		44,341		179,581
Goosehead Insurance, Inc., Class A		1,577		81,657
Greenlight Capital Re Ltd., Class A*		2,291		17,916
HCI Group, Inc.(b)		721		49,006
Heritage Insurance Holdings, Inc.		2,266		8,294
Horace Mann Educators Corp.		3,651		147,720
Investors Title Co.		126		20,907
James River Group Holdings Ltd.		3,207		81,939
Kinsale Capital Group, Inc.		1,883		414,034
Maiden Holdings Ltd.*		6,076		14,825
MBIA, Inc.*		4,191		58,716
MetroMile, Inc.*		9,963		10,461
National Western Life Group, Inc., Class A		214		44,745
NI Holdings, Inc.*		759		12,675
Palomar Holdings, Inc.*		2,154		133,871
ProAssurance Corp.		4,694		104,254
RLI Corp.		3,502		424,162
Safety Insurance Group, Inc.		1,270		117,932
Selective Insurance Group, Inc.		5,200		412,360
Selectquote, Inc.*		11,721		34,225
SiriusPoint Ltd.*		7,733		43,305
Stewart Information Services Corp.		2,340		129,847
Tiptree, Inc.		2,055		22,256
Trean Insurance Group, Inc.*		1,548		11,068
Trupanion, Inc.*		3,350		224,048
United Fire Group, Inc.		1,829		59,278
United Insurance Holdings Corp.		1,778		3,040
Universal Insurance Holdings, Inc.		2,360		30,444
				4,211,596
Interactive Media & Services - 0.4%
Cargurus, Inc.*		8,357		211,599
Cars.com, Inc.*		5,982		61,914
Eventbrite, Inc., Class A*		6,683		78,392
EverQuote, Inc., Class A*		1,714		15,340
fuboTV, Inc.*(b)		11,842		38,960
Liberty TripAdvisor Holdings, Inc., Class A*		6,378		6,633
MediaAlpha, Inc., Class A*		1,849		18,675
Outbrain, Inc.*		2,122		13,029
QuinStreet, Inc.*		4,393		48,323
Society Pass, Inc.*		320		656
TrueCar, Inc.*		8,340		27,772
Yelp, Inc.*		6,258		184,048
Ziff Davis, Inc.*		3,788		289,176
				994,517
Internet & Direct Marketing Retail - 0.3%
1-800-Flowers.com, Inc., Class A*		2,332		22,760
1stdibs.com, Inc.*		1,771		10,112
aka Brands Holding Corp.*(b)		847		3,337
CarParts.com, Inc.*		4,268		32,309
Duluth Holdings, Inc., Class B*		1,059		13,206
Groupon, Inc.*(b)		2,066		31,920
Lands' End, Inc.*		1,254		14,546
Liquidity Services, Inc.*		2,016		27,337
Lulu's Fashion Lounge Holdings, Inc.*		495		9,291
Overstock.com, Inc.*		3,759		116,491
PetMed Express, Inc.(b)		1,785		39,324
Porch Group, Inc.*(b)		6,663		27,452
Quotient Technology, Inc.*		7,872		32,905
RealReal, Inc. (The)*		7,011		22,996
Rent the Runway, Inc., Class A*(b)		1,493		6,465
Revolve Group, Inc.*		3,140		92,253
Shutterstock, Inc.		2,044		123,049
Stitch Fix, Inc., Class A*		7,113		60,247
Xometry, Inc., Class A*(b)		2,166		73,666
				759,666
IT Services - 1.2%
BigCommerce Holdings, Inc., Series 1*(b)		4,238		78,530
Brightcove, Inc.*		3,554		25,020
Cantaloupe, Inc.*		5,099		26,719
Cass Information Systems, Inc.		1,203		41,046
Conduent, Inc.*		14,652		77,656
CSG Systems International, Inc.		2,823		175,562
DigitalOcean Holdings, Inc.*(b)		4,434		216,601
EVERTEC, Inc.		5,302		201,158
Evo Payments, Inc., Class A*		4,149		95,634
ExlService Holdings, Inc.*		2,873		408,512
Flywire Corp.*		4,913		94,870
GreenBox POS*		1,603		4,216
Grid Dynamics Holdings, Inc.*		3,986		71,788
Hackett Group, Inc. (The)		2,153		44,115
I3 Verticals, Inc., Class A*		1,867		43,538
IBEX Holdings Ltd.*		486		8,699
International Money Express, Inc.*		2,821		58,169
Limelight Networks, Inc.*		10,935		39,585
LiveRamp Holdings, Inc.*		5,770		147,712
Maximus, Inc.		5,366		348,200
MoneyGram International, Inc.*		7,815		78,775
Paya Holdings, Inc.*		7,488		44,104
Perficient, Inc.*		2,844		278,456
Priority Technology Holdings, Inc.*(b)		989		5,064
Rackspace Technology, Inc.*(b)		4,779		44,110
Remitly Global, Inc.*		1,098		12,023
Repay Holdings Corp.*		7,563		94,159
StarTek, Inc.*		1,478		5,321
TTEC Holdings, Inc.		1,623		109,455
Tucows, Inc., Class A*		854		41,351
Unisys Corp.*		5,746		68,550
Verra Mobility Corp.*		13,310		212,295
				3,200,993
Leisure Products - 0.4%
Acushnet Holdings Corp.		2,989		121,652
American Outdoor Brands, Inc.*		1,246		14,416
AMMO, Inc.*(b)		7,742		34,220
Callaway Golf Co.*		10,128		219,879
Clarus Corp.		2,310		50,612
Escalade, Inc.		861		11,529
Genius Brands International, Inc.*(b)		24,680		18,757
Johnson Outdoors, Inc., Class A		463		30,174
Latham Group, Inc.*		3,731		35,482
Malibu Boats, Inc., Class A*		1,817		106,476

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Marine Products Corp.		707		7,508
MasterCraft Boat Holdings, Inc.*		1,608		37,627
Nautilus, Inc.*		2,661		5,588
Smith & Wesson Brands, Inc.		4,191		64,877
Solo Brands, Inc., Class A*(b)		1,300		6,539
Sturm Ruger & Co., Inc.		1,497		101,631
Vista Outdoor, Inc.*		4,936		190,234
				1,057,201
Life Sciences Tools & Services - 0.4%
Absci Corp.*(b)		4,877		17,801
Akoya Biosciences, Inc.*		1,176		13,700
Alpha Teknova, Inc.*		603		4,613
Berkeley Lights, Inc.*		4,257		20,348
Bionano Genomics, Inc.*(b)		25,520		44,150
ChromaDex Corp.*		4,095		7,780
Codex DNA, Inc.*		797		3,172
Codexis, Inc.*		5,261		56,187
Cytek Biosciences, Inc.*(b)		8,556		83,079
Harvard Bioscience, Inc.*		3,448		12,620
Inotiv, Inc.*		1,528		23,378
IsoPlexis Corp.*		740		1,569
MaxCyte, Inc.*(b)		8,741		40,296
Medpace Holdings, Inc.*		2,545		364,546
NanoString Technologies, Inc.*		3,975		62,169
NeoGenomics, Inc.*		9,911		83,451
Pacific Biosciences of California, Inc.*		17,008		95,755
Personalis, Inc.*		3,152		12,482
Quanterix Corp.*		2,701		45,539
Rapid Micro Biosystems, Inc., Class A*		1,378		6,904
Seer, Inc.*		3,635		32,279
Singular Genomics Systems, Inc.*(b)		4,120		13,390
Standard BioTools, Inc.*		6,650		12,568
				1,057,776
Machinery - 3.0%
AgEagle Aerial Systems, Inc.*		6,105		4,763
Alamo Group, Inc.		864		101,632
Albany International Corp., Class A		2,693		227,289
Altra Industrial Motion Corp.		5,675		222,517
Astec Industries, Inc.		1,984		92,792
Barnes Group, Inc.		4,145		149,344
Blue Bird Corp.*		1,517		18,523
Chart Industries, Inc.*		3,189		560,881
CIRCOR International, Inc.*		1,610		31,298
Columbus McKinnon Corp.		2,438		82,283
Commercial Vehicle Group, Inc.*		2,814		18,995
Desktop Metal, Inc., Class A*(b)		16,385		33,589
Douglas Dynamics, Inc.		1,981		62,243
Energy Recovery, Inc.*		3,631		73,383
Enerpac Tool Group Corp.		5,286		103,183
EnPro Industries, Inc.		1,810		173,326
ESCO Technologies, Inc.		2,239		147,349
Evoqua Water Technologies Corp.*		10,127		360,420
Federal Signal Corp.		5,267		184,872
Franklin Electric Co., Inc.		4,063		299,524
Gorman-Rupp Co. (The)		1,989		59,252
Greenbrier Cos., Inc. (The)(b)		2,789		116,050
Helios Technologies, Inc.		2,821		193,013
Hillenbrand, Inc.		6,392		267,441
Hydrofarm Holdings Group, Inc.*		3,443		23,722
Hyliion Holdings Corp.*(b)		10,247		37,197
Hyster-Yale Materials Handling, Inc.		873		32,257
Ideanomics, Inc.*(b)		42,539		25,523
John Bean Technologies Corp.		2,737		333,230
Kadant, Inc.		1,019		188,617
Kennametal, Inc.		7,307		202,696
Lindsay Corp.		948		119,448
Luxfer Holdings plc		2,410		40,247
Manitowoc Co., Inc. (The)*		3,000		39,060
Mayville Engineering Co., Inc.*		782		7,093
Meritor, Inc.*		5,945		215,031
Miller Industries, Inc.		966		23,841
Mueller Industries, Inc.		4,911		264,457
Mueller Water Products, Inc., Class A		13,639		162,713
Nikola Corp.*(b)		19,993		141,151
NN, Inc.*		3,735		10,458
Omega Flex, Inc.		273		30,177
Park-Ohio Holdings Corp.		756		11,779
Proto Labs, Inc.*		2,432		117,198
RBC Bearings, Inc.*(b)		2,453		457,215
REV Group, Inc.		3,082		37,816
Shyft Group, Inc. (The)		3,028		67,191
SPX Corp.*		3,836		193,066
Standex International Corp.		1,039		96,731
Tennant Co.		1,618		100,704
Terex Corp.		5,982		211,703
Titan International, Inc.*		4,464		81,289
Trinity Industries, Inc.		6,747		167,730
Wabash National Corp.		4,268		65,514
Watts Water Technologies, Inc., Class A		2,406		314,777
Welbilt, Inc.*		11,432		270,595
				7,674,188
Marine - 0.2%
Costamare, Inc.		4,613		65,597
Eagle Bulk Shipping, Inc.		776		56,850
Genco Shipping & Trading Ltd.		2,825		71,331
Matson, Inc.		3,633		326,534
Safe Bulkers, Inc.		5,540		26,370
				546,682
Media - 0.8%
Advantage Solutions, Inc.*		6,676		28,707
AMC Networks, Inc., Class A*		2,550		100,113
Audacy, Inc.*		10,324		17,964
Boston Omaha Corp., Class A*		1,797		39,264
Cardlytics, Inc.*(b)		2,823		73,144
Clear Channel Outdoor Holdings, Inc.*		31,765		50,189
comScore, Inc.*		6,129		11,829
Daily Journal Corp.*		117		32,271
Digital Media Solutions, Inc.*		287		476
Emerald Holding, Inc.*		2,060		6,901
Entravision Communications Corp., Class A		5,261		27,515
EW Scripps Co. (The), Class A*		5,012		79,540
Fluent, Inc.*		3,796		4,897
Gannett Co., Inc.*		12,296		48,323
Gray Television, Inc.		7,466		147,230
Hemisphere Media Group, Inc.*		1,410		9,673
iHeartMedia, Inc., Class A*		9,785		115,463
Integral Ad Science Holding Corp.*		2,808		34,201
John Wiley & Sons, Inc., Class A		3,778		200,083
Magnite, Inc.*		11,354		124,781

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
National CineMedia, Inc.		5,253		6,461
Scholastic Corp.		2,418		90,748
Sinclair Broadcast Group, Inc., Class A		4,019		97,380
Stagwell, Inc.*(b)		5,399		42,706
TechTarget, Inc.*		2,272		161,517
TEGNA, Inc.		19,349		423,743
Thryv Holdings, Inc.*		680		17,809
WideOpenWest, Inc.*		4,590		100,888
				2,093,816
Metals & Mining - 1.2%
Allegheny Technologies, Inc.*		11,138		306,295
Arconic Corp.*		9,333		262,537
Carpenter Technology Corp.		4,157		146,451
Century Aluminum Co.*		4,494		53,029
Coeur Mining, Inc.*		22,386		87,082
Commercial Metals Co.		10,511		417,602
Compass Minerals International, Inc.		3,002		134,880
Constellium SE*		10,856		183,358
Gatos Silver, Inc.*(b)		4,064		12,517
Haynes International, Inc.		1,071		40,966
Hecla Mining Co.		46,491		219,438
Kaiser Aluminum Corp.		1,390		142,016
Materion Corp.		1,780		145,924
MP Materials Corp.*(b)		6,637		261,697
Novagold Resources, Inc.*		20,748		115,981
Olympic Steel, Inc.		825		28,190
Perpetua Resources Corp.*		2,838		9,876
PolyMet Mining Corp.*(b)		2,531		7,011
Ryerson Holding Corp.		1,437		43,311
Schnitzer Steel Industries, Inc., Class A		2,291		93,060
SunCoke Energy, Inc.		7,276		58,863
TimkenSteel Corp.*		4,019		92,839
Warrior Met Coal, Inc.		4,506		151,492
Worthington Industries, Inc.		2,895		135,023
				3,149,438
Mortgage Real Estate Investment Trusts (REITs) - 1.1%
AFC Gamma, Inc.		1,295		23,206
Angel Oak Mortgage, Inc.(b)		845		12,929
Apollo Commercial Real Estate Finance, Inc.		12,278		156,299
Arbor Realty Trust, Inc.		12,583		206,613
Ares Commercial Real Estate Corp.		3,829		56,286
ARMOUR Residential REIT, Inc.(b)		7,789		58,885
Blackstone Mortgage Trust, Inc., Class A		13,752		427,825
BrightSpire Capital, Inc.		7,372		65,537
Broadmark Realty Capital, Inc.		11,227		82,968
Chicago Atlantic Real Estate Finance, Inc.		520		8,856
Chimera Investment Corp.		20,617		202,047
Dynex Capital, Inc.		3,166		51,606
Ellington Financial, Inc.		4,705		72,881
Franklin BSP Realty Trust, Inc.		3,153		48,808
Granite Point Mortgage Trust, Inc.		4,679		51,469
Great Ajax Corp.		1,900		20,045
Hannon Armstrong Sustainable Infrastructure Capital, Inc.(b)		6,705		255,259
Invesco Mortgage Capital, Inc.(b)		27,458		48,875
KKR Real Estate Finance Trust, Inc.		3,085		62,996
Ladder Capital Corp.		9,943		114,941
MFA Financial, Inc.		9,683		130,914
New York Mortgage Trust, Inc.		33,213		100,635
Orchid Island Capital, Inc.(b)		11,883		37,075
PennyMac Mortgage Investment Trust		8,569		138,646
Ready Capital Corp.		5,878		86,289
Redwood Trust, Inc.		10,037		102,377
TPG RE Finance Trust, Inc.		5,245		55,020
Two Harbors Investment Corp.		30,082		160,638
				2,839,925
Multiline Retail - 0.4%
Big Lots, Inc.(b)		2,630		64,409
Dillard's, Inc., Class A(b)		484		145,916
Franchise Group, Inc.		2,476		98,223
Macy's, Inc.		26,379		623,863
				932,411
Multi-Utilities - 0.4%
Avista Corp.		6,197		269,198
Black Hills Corp.		5,584		428,069
NorthWestern Corp.		4,749		290,971
Unitil Corp.		1,376		79,547
				1,067,785
Oil, Gas & Consumable Fuels - 5.6%
Aemetis, Inc.*(b)		2,375		19,261
Alto Ingredients, Inc.*		6,256		27,839
Antero Resources Corp.*		25,026		1,073,115
Arch Resources, Inc.(b)		1,315		200,985
Berry Corp.		5,897		65,634
Brigham Minerals, Inc., Class A		3,812		115,542
California Resources Corp.		7,100		310,057
Callon Petroleum Co.*		4,212		246,233
Centennial Resource Development, Inc., Class A*(b)		16,116		127,961
Centrus Energy Corp., Class A*		859		21,982
Chesapeake Energy Corp.		9,175		893,461
Civitas Resources, Inc.		3,789		289,290
Clean Energy Fuels Corp.*		13,561		74,992
CNX Resources Corp.*		17,582		381,881
Comstock Resources, Inc.*		7,993		154,265
CONSOL Energy, Inc.*		2,987		154,010
Crescent Energy Co., Class A(b)		2,566		46,368
CVR Energy, Inc.		2,589		89,139
Delek US Holdings, Inc.*		5,747		167,580
Denbury, Inc.*		4,418		323,132
DHT Holdings, Inc.(b)		12,270		73,129
Dorian LPG Ltd.		2,735		46,495
Earthstone Energy, Inc., Class A*(b)		2,700		48,654
Energy Fuels, Inc.*		13,525		86,695
Equitrans Midstream Corp.		35,765		281,471
Falcon Minerals Corp.		3,455		25,602
Frontline Ltd.*(b)		10,773		104,283
Gevo, Inc.*(b)		17,379		72,992
Golar LNG Ltd.*		8,847		224,094
Green Plains, Inc.*		4,170		135,859
HighPeak Energy, Inc.		462		14,724
International Seaways, Inc.(b)		4,022		97,051
Kinetik Holdings, Inc.		291		24,456
Kosmos Energy Ltd.*		39,241		303,725
Laredo Petroleum, Inc.*		1,108		93,260
Magnolia Oil & Gas Corp., Class A(b)		12,615		348,300

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Matador Resources Co.		9,693		590,304
Murphy Oil Corp.		12,823		543,952
Nordic American Tankers Ltd.(b)		14,713		30,162
Northern Oil and Gas, Inc.		5,337		174,466
Oasis Petroleum, Inc.		1,738		275,873
Ovintiv, Inc.		22,935		1,284,131
Par Pacific Holdings, Inc.*		3,914		64,190
PBF Energy, Inc., Class A*		8,426		279,743
PDC Energy, Inc.		8,535		675,460
Peabody Energy Corp.*(b)		7,789		183,898
Range Resources Corp.*		20,927		710,472
Ranger Oil Corp.*		1,849		79,156
Renewable Energy Group, Inc.*		3,917		240,151
REX American Resources Corp.*		462		40,143
Riley Exploration Permian, Inc.(b)		935		25,684
Scorpio Tankers, Inc.		4,258		140,727
SFL Corp. Ltd.		10,853		122,096
SM Energy Co.		10,504		507,028
Southwestern Energy Co.*		88,880		810,586
Talos Energy, Inc.*		3,222		69,595
Teekay Corp.*		6,069		20,513
Teekay Tankers Ltd., Class A*		2,093		43,220
Tellurian, Inc.*		32,401		154,553
Uranium Energy Corp.*		23,116		88,303
Ur-Energy, Inc.*		16,218		19,786
W&T Offshore, Inc.*		8,200		55,186
Whiting Petroleum Corp.		3,435		303,860
World Fuel Services Corp.		5,458		135,304
				14,432,059
Paper & Forest Products - 0.1%
Clearwater Paper Corp.*		1,444		49,601
Glatfelter Corp.		3,829		33,006
Neenah, Inc.		1,483		56,221
				138,828
Personal Products - 0.5%
Beauty Health Co. (The)*		7,636		108,966
BellRing Brands, Inc.*		9,855		257,708
Edgewell Personal Care Co.		4,754		173,046
elf Beauty, Inc.*		4,215		112,203
Honest Co., Inc. (The)*		7,445		25,611
Inter Parfums, Inc.		1,576		116,309
Medifast, Inc.		1,011		168,584
Nature's Sunshine Products, Inc.*		1,028		12,428
NewAge, Inc.*		11,751		4,230
Nu Skin Enterprises, Inc., Class A		4,338		202,368
Revlon, Inc., Class A*(b)		619		2,594
Thorne HealthTech, Inc.*		579		3,410
USANA Health Sciences, Inc.*		1,039		73,073
Veru, Inc.*(b)		5,633		72,891
				1,333,421
Pharmaceuticals - 1.1%
9 Meters Biopharma, Inc.*		19,803		8,953
Aclaris Therapeutics, Inc.*		4,461		57,056
Aerie Pharmaceuticals, Inc.*		3,709		19,213
Amneal Pharmaceuticals, Inc.*		8,710		31,617
Amphastar Pharmaceuticals, Inc.*		3,236		120,185
Ampio Pharmaceuticals, Inc.*		17,031		3,113
Amylyx Pharmaceuticals, Inc.*(b)		844		7,503
Angion Biomedica Corp.*		1,906		3,355
ANI Pharmaceuticals, Inc.*		949		28,707
Arvinas, Inc.*		4,117		171,638
Atea Pharmaceuticals, Inc.*		5,653		44,546
Athira Pharma, Inc.*		2,810		25,515
Axsome Therapeutics, Inc.*		2,431		60,775
Cara Therapeutics, Inc.*		3,894		32,398
Cassava Sciences, Inc.*(b)		3,354		102,632
CinCor Pharma, Inc.*(b)		1,021		15,887
Citius Pharmaceuticals, Inc.*		10,836		10,183
Collegium Pharmaceutical, Inc.*		3,017		47,125
Corcept Therapeutics, Inc.*		7,652		159,468
CorMedix, Inc.*		3,311		10,728
Cymabay Therapeutics, Inc.*		7,452		14,606
DICE Therapeutics, Inc.*		1,214		16,692
Durect Corp.*		19,781		10,879
Edgewise Therapeutics, Inc.*(b)		3,382		21,137
Endo International plc*		20,044		10,577
Esperion Therapeutics, Inc.*		5,064		28,865
Evolus, Inc.*		2,916		37,616
EyePoint Pharmaceuticals, Inc.*		2,185		21,085
Fulcrum Therapeutics, Inc.*(b)		2,402		17,102
Harmony Biosciences Holdings, Inc.*		2,022		88,159
Ikena Oncology, Inc.*		2,426		9,461
Innoviva, Inc.*		3,804		57,707
Intra-Cellular Therapies, Inc.*		7,015		402,661
Kala Pharmaceuticals, Inc.*		4,279		1,490
KemPharm, Inc.*		2,594		12,010
Landos Biopharma, Inc.*		401		291
Marinus Pharmaceuticals, Inc.*		3,231		15,670
Mind Medicine MindMed, Inc.*		28,157		25,474
NGM Biopharmaceuticals, Inc.*		2,749		38,046
Nuvation Bio, Inc.*(b)		13,913		49,113
Ocular Therapeutix, Inc.*		6,709		20,999
Omeros Corp.*		5,270		13,070
Oramed Pharmaceuticals, Inc.*		3,279		15,182
Pacira BioSciences, Inc.*		3,863		244,335
Paratek Pharmaceuticals, Inc.*		4,280		8,089
Phathom Pharmaceuticals, Inc.*		1,768		12,676
Phibro Animal Health Corp., Class A		1,790		34,386
Pliant Therapeutics, Inc.*		2,092		11,778
Prestige Consumer Healthcare, Inc.*		4,384		244,715
Provention Bio, Inc.*(b)		4,859		20,019
Rain Therapeutics, Inc.*		1,383		3,209
Reata Pharmaceuticals, Inc., Class A*		2,399		67,844
Relmada Therapeutics, Inc.*		2,179		40,943
Revance Therapeutics, Inc.*		6,128		83,831
Seelos Therapeutics, Inc.*		8,587		5,569
SIGA Technologies, Inc.		4,224		46,211
Supernus Pharmaceuticals, Inc.*		4,295		119,702
Tarsus Pharmaceuticals, Inc.*		746		10,257
Terns Pharmaceuticals, Inc.*		1,209		2,092
TherapeuticsMD, Inc.*(b)		678		6,733
Theravance Biopharma, Inc.*		5,240		46,007
Theseus Pharmaceuticals, Inc.*(b)		1,017		6,865
Ventyx Biosciences, Inc.*(b)		917		16,057
Verrica Pharmaceuticals, Inc.*		1,146		2,212
WaVe Life Sciences Ltd.*		3,874		5,424
				2,927,443
Professional Services - 1.5%
Acacia Research Corp.*		4,286		20,487
ASGN, Inc.*		4,445		423,297
Atlas Technical Consultants, Inc.*		1,303		10,659
Barrett Business Services, Inc.		664		49,707
CBIZ, Inc.*		4,286		175,555

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
CRA International, Inc.		633		54,267
Exponent, Inc.		4,537		410,099
First Advantage Corp.*		4,808		70,197
Forrester Research, Inc.*		989		51,754
Franklin Covey Co.*		1,106		42,371
Heidrick & Struggles International, Inc.		1,691		58,441
HireQuest, Inc.(b)		441		6,809
HireRight Holdings Corp.*		1,961		28,925
Huron Consulting Group, Inc.*		1,893		113,429
ICF International, Inc.(b)		1,624		165,989
Insperity, Inc.		3,169		317,122
KBR, Inc.		12,376		615,830
Kelly Services, Inc., Class A		3,085		61,577
Kforce, Inc.		1,764		115,859
Korn Ferry		4,706		289,231
ManTech International Corp., Class A		2,395		229,082
Mistras Group, Inc.*		1,735		10,046
Resources Connection, Inc.		2,718		50,201
Sterling Check Corp.*		1,457		27,071
TriNet Group, Inc.*		3,537		277,796
TrueBlue, Inc.*		3,061		67,403
Upwork, Inc.*		10,329		188,504
Willdan Group, Inc.*		968		25,787
				3,957,495
Real Estate Management & Development - 0.5%
Cushman & Wakefield plc*		12,130		226,467
Douglas Elliman, Inc.		6,291		36,173
eXp World Holdings, Inc.(b)		5,501		76,849
Fathom Holdings, Inc.*		586		5,626
Forestar Group, Inc.*		1,506		24,969
FRP Holdings, Inc.*		574		34,451
Kennedy-Wilson Holdings, Inc.		10,398		218,982
Marcus & Millichap, Inc.		2,079		87,068
Newmark Group, Inc., Class A		14,715		162,895
Rafael Holdings, Inc., Class B*		1,089		2,123
RE/MAX Holdings, Inc., Class A		1,619		39,342
Realogy Holdings Corp.*		10,065		124,605
Redfin Corp.*(b)		9,022		88,416
RMR Group, Inc. (The), Class A		1,337		40,137
St Joe Co. (The)		2,902		146,522
Tejon Ranch Co.*		1,832		31,126
				1,345,751
Road & Rail - 0.7%
ArcBest Corp.		2,216		167,596
Avis Budget Group, Inc.*		3,629		690,526
Covenant Logistics Group, Inc.		1,058		23,985
Daseke, Inc.*		3,519		26,603
Heartland Express, Inc.		4,117		58,791
HyreCar, Inc.*		1,550		1,767
Marten Transport Ltd.		5,212		91,523
PAM Transportation Services, Inc.*		615		17,128
Saia, Inc.*		2,317		457,816
Universal Logistics Holdings, Inc.		680		18,965
US Xpress Enterprises, Inc., Class A*		2,357		6,977
Werner Enterprises, Inc.		5,320		215,832
Yellow Corp.*		4,408		16,662
				1,794,171
Semiconductors & Semiconductor Equipment - 2.7%
Alpha & Omega Semiconductor Ltd.*		1,897		83,335
Ambarella, Inc.*		3,084		262,819
Amkor Technology, Inc.		8,924		182,407
Atomera, Inc.*		1,774		21,554
Axcelis Technologies, Inc.*		2,886		179,105
AXT, Inc.*		3,533		20,668
CEVA, Inc.*		1,973		71,166
CMC Materials, Inc.		2,477		438,280
Cohu, Inc.*		4,191		127,532
Credo Technology Group Holding Ltd.*(b)		1,918		19,621
Diodes, Inc.*		3,807		293,177
FormFactor, Inc.*		6,803		279,331
Ichor Holdings Ltd.*		2,459		74,360
Impinj, Inc.*		1,644		76,956
Kopin Corp.*		6,789		7,536
Kulicke & Soffa Industries, Inc.(b)		5,351		289,864
Lattice Semiconductor Corp.*		11,861		617,009
MACOM Technology Solutions Holdings, Inc.*		4,324		235,701
MaxLinear, Inc.*		6,215		246,052
Meta Materials, Inc.*		17,715		34,013
NeoPhotonics Corp.*		4,566		70,362
NVE Corp.		407		20,130
Onto Innovation, Inc.*		4,254		341,937
PDF Solutions, Inc.*		2,635		62,977
Photronics, Inc.*		5,199		113,026
Power Integrations, Inc.		5,142		433,882
Rambus, Inc.*		9,483		238,023
Semtech Corp.*		5,664		363,006
Silicon Laboratories, Inc.*		3,312		494,018
SiTime Corp.*		1,409		300,117
SkyWater Technology, Inc.*		702		4,682
SMART Global Holdings, Inc.*		4,262		105,058
SunPower Corp.*(b)		7,003		123,743
Synaptics, Inc.*		3,465		513,236
Ultra Clean Holdings, Inc.*		3,893		130,649
Veeco Instruments, Inc.*		4,349		93,199
				6,968,531
Software - 3.9%
8x8, Inc.*		9,876		71,601
A10 Networks, Inc.		5,249		80,887
ACI Worldwide, Inc.*		10,329		275,165
Agilysys, Inc.*		1,855		75,814
Alarm.com Holdings, Inc.*		4,138		261,646
Alkami Technology, Inc.*		2,484		34,900
Altair Engineering, Inc., Class A*		4,048		222,478
American Software, Inc., Class A		2,746		46,957
Appfolio, Inc., Class A*		1,661		166,399
Appian Corp.*		3,451		164,854
Arteris, Inc.*(b)		462		4,287
Asana, Inc., Class A*(b)		6,385		138,810
Avaya Holdings Corp.*		7,302		26,944
AvidXchange Holdings, Inc.*		2,209		19,395
Benefitfocus, Inc.*		2,191		19,938
Blackbaud, Inc.*		4,184		266,312
Blackline, Inc.*		4,743		347,282
Box, Inc., Class A*		11,933		311,571
BTRS Holdings, Inc., Class A*		8,318		41,340
Cerence, Inc.*		3,448		109,508
ChannelAdvisor Corp.*		2,578		35,190
Cleanspark, Inc.*(b)		3,492		20,568
CommVault Systems, Inc.*		3,886		237,085
Consensus Cloud Solutions, Inc.*		1,398		67,146
CoreCard Corp.*(b)		638		14,967

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Couchbase, Inc.*(b)		2,055		29,140
CS Disco, Inc.*(b)		1,371		34,152
Digimarc Corp.*(b)		1,125		19,418
Digital Turbine, Inc.*		7,936		201,812
Domo, Inc., Class B*		2,490		79,381
E2open Parent Holdings, Inc.*(b)		17,401		140,600
Ebix, Inc.		2,317		67,541
eGain Corp.*		1,808		16,507
Enfusion, Inc., Class A*(b)		1,907		20,882
EngageSmart, Inc.*		1,396		29,316
Envestnet, Inc.*		4,755		316,778
EverCommerce, Inc.*		2,631		25,021
GTY Technology Holdings, Inc.*		2,822		16,706
Instructure Holdings, Inc.*		1,060		18,921
Intapp, Inc.*		1,199		23,836
InterDigital, Inc.(b)		2,713		177,132
JFrog Ltd.*		4,693		87,524
Kaltura, Inc.*		4,795		8,679
LivePerson, Inc.*		5,757		96,602
Marathon Digital Holdings, Inc.*(b)		8,356		85,482
MeridianLink, Inc.*(b)		1,984		35,375
MicroStrategy, Inc., Class A*(b)		826		218,634
Mitek Systems, Inc.*(b)		3,751		33,834
Model N, Inc.*		3,168		79,707
Momentive Global, Inc.*		11,582		141,069
ON24, Inc.*		2,422		29,403
OneSpan, Inc.*		3,093		40,920
PagerDuty, Inc.*		7,270		179,205
Ping Identity Holding Corp.*		5,330		100,737
Progress Software Corp.		3,842		185,607
PROS Holdings, Inc.*		3,495		95,379
Q2 Holdings, Inc.*		4,790		252,577
Qualys, Inc.*		2,989		390,603
Rapid7, Inc.*(b)		4,924		348,964
Rekor Systems, Inc.*		2,954		7,887
Rimini Street, Inc.*		3,903		24,121
Riot Blockchain, Inc.*(b)		9,405		67,622
Sailpoint Technologies Holdings, Inc.*		7,982		506,378
Sapiens International Corp. NV		2,712		68,695
SecureWorks Corp., Class A*		809		9,676
ShotSpotter, Inc.*		748		22,560
Smith Micro Software, Inc.*		4,109		10,807
Sprout Social, Inc., Class A*		3,955		201,428
SPS Commerce, Inc.*		3,160		338,246
Stronghold Digital Mining, Inc., Class A*		650		2,099
Sumo Logic, Inc.*		7,783		63,120
Telos Corp.*		3,491		33,618
Tenable Holdings, Inc.*		8,082		406,525
Upland Software, Inc.*		2,532		33,372
UserTesting, Inc.*		797		4,073
Varonis Systems, Inc.*		9,361		309,568
Verint Systems, Inc.*		5,637		287,712
Veritone, Inc.*(b)		2,476		19,263
Viant Technology, Inc., Class A*		1,019		6,114
VirnetX Holding Corp.*		5,549		6,714
Vonage Holdings Corp.*		22,197		429,956
Weave Communications, Inc.*		409		2,041
Workiva, Inc.*		3,743		273,276
Xperi Holding Corp.		9,170		150,938
Yext, Inc.*		9,985		50,724
Zuora, Inc., Class A*		9,909		100,477
				10,125,498
Specialty Retail - 1.8%
Aaron's Co., Inc. (The)		2,717		53,145
Abercrombie & Fitch Co., Class A*		4,888		99,911
Academy Sports & Outdoors, Inc.		6,867		230,113
American Eagle Outfitters, Inc.		13,310		161,184
America's Car-Mart, Inc.*		520		56,368
Arko Corp.		7,274		65,684
Asbury Automotive Group, Inc.*		2,016		365,198
Barnes & Noble Education, Inc.*(b)		3,952		9,920
Bed Bath & Beyond, Inc.*		8,470		73,265
Big 5 Sporting Goods Corp.(b)		1,823		23,243
Boot Barn Holdings, Inc.*		2,554		206,108
Buckle, Inc. (The)		2,601		85,469
Caleres, Inc.		3,220		91,641
Camping World Holdings, Inc., Class A(b)		3,653		99,106
CarLotz, Inc.*		6,259		3,493
Cato Corp. (The), Class A		1,677		21,885
Chico's FAS, Inc.*		10,512		52,034
Children's Place, Inc. (The)*		1,215		57,688
Citi Trends, Inc.*		701		20,946
Conn's, Inc.*		1,571		20,737
Container Store Group, Inc. (The)*		2,781		21,414
Designer Brands, Inc., Class A		5,313		82,511
Genesco, Inc.*		1,251		70,444
Group 1 Automotive, Inc.		1,459		262,022
GrowGeneration Corp.*(b)		4,849		24,972
Guess?, Inc.		3,532		73,678
Haverty Furniture Cos., Inc.		1,425		40,270
Hibbett, Inc.		1,213		61,560
JOANN, Inc.(b)		978		7,912
Kirkland's, Inc.*		1,113		6,444
Lazydays Holdings, Inc.*		681		10,576
LL Flooring Holdings, Inc.*		2,506		30,097
MarineMax, Inc.*		1,840		76,194
Monro, Inc.		2,913		138,134
Murphy USA, Inc.		2,043		508,952
National Vision Holdings, Inc.*		7,269		204,550
ODP Corp. (The)*		4,031		153,944
OneWater Marine, Inc., Class A		951		32,524
Party City Holdco, Inc.*		9,667		13,920
Rent-A-Center, Inc.		5,777		159,099
Sally Beauty Holdings, Inc.*		9,606		145,627
Shift Technologies, Inc.*		5,260		5,470
Shoe Carnival, Inc.		1,549		42,226
Signet Jewelers Ltd.		4,618		275,233
Sleep Number Corp.*		1,930		88,645
Sonic Automotive, Inc., Class A		1,898		86,568
Sportsman's Warehouse Holdings, Inc.*		3,797		35,920
Tilly's, Inc., Class A		1,982		16,411
Torrid Holdings, Inc.*(b)		1,616		9,421
TravelCenters of America, Inc.*		1,097		42,838
Urban Outfitters, Inc.*		6,007		126,447
Winmark Corp.		312		61,714
Zumiez, Inc.*		1,706		55,974
				4,768,849
Technology Hardware, Storage & Peripherals - 0.2%
3D Systems Corp.*		10,872		117,526
Avid Technology, Inc.*		3,168		92,791
Corsair Gaming, Inc.*		2,390		38,359
Diebold Nixdorf, Inc.*		6,306		19,612

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
Eastman Kodak Co.*(b)		3,922		18,120
Quantum Corp.*		5,182		9,898
Super Micro Computer, Inc.*		3,891		194,783
Turtle Beach Corp.*(b)		1,328		23,213
				514,302
Textiles, Apparel & Luxury Goods - 0.5%
Crocs, Inc.*		5,099		284,320
Fossil Group, Inc.*		4,170		30,608
G-III Apparel Group Ltd.*		3,860		96,731
Kontoor Brands, Inc.		4,531		181,557
Movado Group, Inc.		1,371		46,518
Oxford Industries, Inc.		1,398		127,442
PLBY Group, Inc.*(b)		2,578		22,841
Rocky Brands, Inc.		591		22,133
Steven Madden Ltd.		7,065		262,677
Superior Group of Cos., Inc.		1,036		18,648
Unifi, Inc.*		1,213		19,177
Vera Bradley, Inc.*		2,284		15,554
Wolverine World Wide, Inc.		7,099		151,493
				1,279,699
Thrifts & Mortgage Finance - 1.2%
Axos Financial, Inc.*		4,985		192,670
Blue Foundry Bancorp*		2,458		29,422
Bridgewater Bancshares, Inc.*		1,831		29,717
Capitol Federal Financial, Inc.		11,371		115,416
Columbia Financial, Inc.*		3,450		71,725
Enact Holdings, Inc.		1,302		31,665
Essent Group Ltd.		9,480		405,649
Federal Agricultural Mortgage Corp., Class C		796		83,588
Finance of America Cos., Inc., Class A*(b)		1,587		3,841
Flagstar Bancorp, Inc.		4,557		175,581
FS Bancorp, Inc.		622		18,816
Hingham Institution For Savings (The)		138		44,546
Home Bancorp, Inc.		664		22,835
Home Point Capital, Inc.(b)		643		2,540
Kearny Financial Corp.		5,758		71,457
Luther Burbank Corp.		1,351		18,428
Merchants Bancorp		1,302		33,188
Mr Cooper Group, Inc.*		5,399		234,101
NMI Holdings, Inc., Class A*		7,350		136,783
Northfield Bancorp, Inc.		3,847		51,127
Ocwen Financial Corp.*		717		20,062
PCSB Financial Corp.		1,100		21,549
PennyMac Financial Services, Inc.		2,641		129,462
Pioneer Bancorp, Inc.*		1,025		10,342
Provident Bancorp, Inc.		1,319		19,811
Provident Financial Services, Inc.		6,571		151,067
Radian Group, Inc.		15,767		339,148
Security National Financial Corp., Class A*		1		9
Southern Missouri Bancorp, Inc.		676		31,556
TrustCo Bank Corp.		1,661		53,501
Velocity Financial, Inc.*		1,091		11,946
Walker & Dunlop, Inc.		2,552		271,303
Waterstone Financial, Inc.		1,867		32,280
WSFS Financial Corp.		5,678		242,905
				3,108,036
Tobacco - 0.1%
22nd Century Group, Inc.*(b)		14,088		25,640
Turning Point Brands, Inc.		1,283		37,515
Universal Corp.		2,108		134,237
Vector Group Ltd.		12,571		154,749
				352,141
Trading Companies & Distributors - 1.5%
Alta Equipment Group, Inc.*		1,661		17,889
Applied Industrial Technologies, Inc.		3,352		346,630
Beacon Roofing Supply, Inc.*		4,869		299,005
BlueLinx Holdings, Inc.*		804		66,459
Boise Cascade Co.		3,437		265,749
Custom Truck One Source, Inc.*(b)		5,132		30,587
Distribution Solutions Group, Inc.*		424		16,277
DXP Enterprises, Inc.*		1,513		46,419
EVI Industries, Inc.*		400		4,336
GATX Corp.		3,082		332,702
Global Industrial Co.		1,125		38,554
GMS, Inc.*		3,738		186,190
H&E Equipment Services, Inc.		2,823		100,640
Herc Holdings, Inc.		2,190		256,712
Karat Packaging, Inc.*		413		8,107
McGrath RentCorp		2,104		172,970
MRC Global, Inc.*		7,033		78,699
NOW, Inc.*		9,636		106,381
Rush Enterprises, Inc., Class A		3,703		188,779
Rush Enterprises, Inc., Class B		578		28,617
Textainer Group Holdings Ltd.		4,117		133,555
Titan Machinery, Inc.*		1,694		44,739
Transcat, Inc.*		622		39,429
Triton International Ltd.		5,847		372,863
Veritiv Corp.*		1,254		182,269
WESCO International, Inc.*		3,886		488,004
Willis Lease Finance Corp.*		249		9,342
				3,861,903
Water Utilities - 0.3%
American States Water Co.		3,225		255,581
Artesian Resources Corp., Class A		707		34,700
Cadiz, Inc.*		1,984		4,008
California Water Service Group		4,610		247,419
Global Water Resources, Inc.		1,114		15,975
Middlesex Water Co.		1,509		128,310
Pure Cycle Corp.*		1,679		18,973
SJW Group		2,423		149,862
York Water Co. (The)		1,134		46,471
				901,299
Wireless Telecommunication Services - 0.2%
Gogo, Inc.*		5,163		104,602
Shenandoah Telecommunications Co.		4,233		97,190
Telephone and Data Systems, Inc.		8,833		156,609
United States Cellular Corp.*		1,344		41,274
				399,675
TOTAL COMMON STOCKS (Cost $269,613,647)				213,057,889

Investments	Number of Rights		Value ($)
RIGHTS - 0.0%(d)
Biotechnology - 0.0%
Contra Aduro Biotech I, CVR*(e)(f)		899		—

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Investments	Number of Rights		Value ($)
Oncternal Therapeutics, Inc., CVR*(e)(f)		23		—
Tobira Therapeutics, Inc., CVR*(e)(f)		218		—
				—
Food Products - 0.0%(d)
Contraf-Nicotex-Tobacco GmbH*(e)(f)		1,074		537
Pharmaceuticals - 0.0%(d)
Zogenix, Inc., CVR*(e)(f)		6,278		4,269
TOTAL RIGHTS (Cost $2,659)				4,806

Investments	Shares		Value ($)
SECURITIES LENDING REINVESTMENTS(g) - 1.9%
INVESTMENT COMPANIES - 1.9%
BlackRock Liquidity FedFund, Institutional Class
0.72% (Cost $4,869,345)		4,869,345		4,869,345

Investments	Principal Amount ($)		Value ($)
SHORT-TERM INVESTMENTS - 19.4%
REPURCHASE AGREEMENTS(h) - 19.4%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $50,205,251
(Cost $50,204,239)		50,204,239		50,204,239
Total Investments - 103.4% (Cost $324,689,890)				268,136,279
Liabilities in excess of other assets - (3.4%)				(8,697,036	)
Net Assets - 100.0%				259,439,243

*	Non-income producing security.
(a)	All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $68,015,286.
(b)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $7,750,898, collateralized in the form of cash with a value of $4,869,345 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $3,402,474 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.00% – 4.63%, and maturity dates ranging from June 15, 2022 – May 15, 2052. The total value of collateral is $8,271,819.
(c)	Security exempt from registration pursuant to Regulation S under the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States and as such may have restrictions on resale.
(d)	Represents less than 0.05% of net assets.
(e)	Security fair valued as of May 31, 2022 in accordance with procedures approved by the Board of Trustees. Total value of all such securities at May 31, 2022 amounted to $4,806, which represents approximately 0.00% of net assets of the Fund.
(f)	Illiquid security.
(g)	The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $4,869,345.
(h)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Abbreviations
CVR	Contingent Value Rights - No defined expiration

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	10,080,030
Aggregate gross unrealized depreciation		(240,280,520	)
Net unrealized depreciation	$	(230,200,490	)
Federal income tax cost	$	347,738,138

See accompanying notes to the financial statements.

UltraPro Russell2000

Schedule of Portfolio Investments

May 31, 2022

Futures Contracts Purchased

UltraPro Russell2000 had the following open long futures contracts as of May 31, 2022:

	Number of Contracts	Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
Russell 2000 E-Mini Index	266	6/17/2022	USD	$	24,763,270	$	808,915

Swap Agreements^a

UltraPro Russell2000 had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/ the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/ the Counterparty ($)		Net Amounte ($)
	110,356,760	5/8/2023	Bank of America NA		1.13	%	Russell 2000® Index		(30,879,445	)		14,214,477			16,664,968		—
	6,466,355	11/6/2023	Barclays Capital		1.33	%	Russell 2000® Index		(47,190	)		—			—		(47,190	)
	30,998,985	5/8/2023	BNP Paribas SA		0.98	%	Russell 2000® Index		(27,807,480	)		—			27,807,480		—
	109,916,847	4/10/2023	Citibank NA		1.12	%	Russell 2000® Index		(47,210,497	)		—			47,210,497		—
	32,861,161	11/7/2022	Credit Suisse International		1.28	%	Russell 2000® Index		(7,856,375	)		1,233,792			6,622,583		—
	83,678,620	4/10/2023	Goldman Sachs International		1.23	%	Russell 2000® Index		4,258,976			(4,258,976	)		—		—
	58,830,967	11/6/2023	Morgan Stanley & Co. International plc		1.28	%	Russell 2000® Index		(12,259,503	)		—			12,259,503		—
	38,882,010	3/7/2023	Societe Generale		1.18	%	Russell 2000® Index		(18,409,551	)		581,732			17,827,819		—
	68,475,509	3/7/2023	UBS AG		0.83	%	Russell 2000® Index		(11,196,481	)		—			11,196,481		—
	540,467,214								(151,407,546	)
							Total Unrealized Appreciation		4,258,976
							Total Unrealized Depreciation		(155,666,522	)

a The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.

b Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

c Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

d The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.

e Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations
USD	U.S. Dollar

See accompanying notes to the financial statements.

UltraPro S&P500^®

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares		Value ($)
COMMON STOCKS(a) - 82.5%
Aerospace & Defense - 1.3%
Boeing Co. (The)*		33,277		4,372,598
General Dynamics Corp.		13,990		3,146,491
Howmet Aerospace, Inc.		23,049		824,463
Huntington Ingalls Industries, Inc.		2,434		512,259
L3Harris Technologies, Inc.		11,911		2,869,360
Lockheed Martin Corp.		14,717		6,477,099
Northrop Grumman Corp.		8,909		4,169,145
Raytheon Technologies Corp.		90,612		8,619,013
Textron, Inc.		13,390		874,233
TransDigm Group, Inc.*		3,200		1,937,184
				33,801,845
Air Freight & Logistics - 0.5%
CH Robinson Worldwide, Inc.		7,895		856,686
Expeditors International of Washington, Inc.		10,282		1,119,093
FedEx Corp.		14,800		3,323,784
United Parcel Service, Inc., Class B		44,276		8,069,301
				13,368,864
Airlines - 0.2%
Alaska Air Group, Inc.*		7,649		369,141
American Airlines Group, Inc.*(b)		39,341		703,024
Delta Air Lines, Inc.*		38,865		1,620,282
Southwest Airlines Co.*		35,975		1,649,813
United Airlines Holdings, Inc.*		19,668		936,787
				5,279,047
Auto Components - 0.1%
Aptiv plc*		16,427		1,745,205
BorgWarner, Inc.		14,566		587,301
				2,332,506
Automobiles - 1.8%
Ford Motor Co.		238,842		3,267,358
General Motors Co.*		88,240		3,413,123
Tesla, Inc.*		50,833		38,544,631
				45,225,112
Banks - 3.3%
Bank of America Corp.		431,639		16,056,971
Citigroup, Inc.		120,493		6,435,531
Citizens Financial Group, Inc.		30,051		1,243,510
Comerica, Inc.		7,937		660,438
Fifth Third Bancorp		41,523		1,637,252
First Republic Bank		10,883		1,687,191
Huntington Bancshares, Inc.		87,315		1,211,932
JPMorgan Chase & Co.		179,446		23,728,145
KeyCorp		56,404		1,125,824
M&T Bank Corp.		10,879		1,957,894
PNC Financial Services Group, Inc. (The)		25,502		4,473,306
Regions Financial Corp.		57,203		1,263,614
Signature Bank		3,808		823,556
SVB Financial Group*		3,572		1,745,172
Truist Financial Corp.		81,061		4,031,974
US Bancorp		82,003		4,351,899
Wells Fargo & Co.		235,950		10,799,432
Zions Bancorp NA		9,207		525,167
				83,758,808
Beverages - 1.4%
Brown-Forman Corp., Class B		11,094		733,535
Coca-Cola Co. (The)		236,055		14,961,166
Constellation Brands, Inc., Class A		9,977		2,449,054
Molson Coors Beverage Co., Class B		11,447		639,201
Monster Beverage Corp.*		22,810		2,032,827
PepsiCo, Inc.		84,005		14,091,839
				34,907,622
Biotechnology - 1.7%
AbbVie, Inc.		107,351		15,820,317
Amgen, Inc.		34,207		8,782,305
Biogen, Inc.*		8,920		1,784,000
Gilead Sciences, Inc.		76,166		4,939,365
Incyte Corp.*		11,429		867,347
Moderna, Inc.*		21,423		3,113,405
Regeneron Pharmaceuticals, Inc.*		6,484		4,310,174
Vertex Pharmaceuticals, Inc.*		15,459		4,153,060
				43,769,973
Building Products - 0.3%
A O Smith Corp.		7,981		479,818
Allegion plc		5,452		608,716
Carrier Global Corp.		51,957		2,042,430
Fortune Brands Home & Security, Inc.		8,242		571,583
Johnson Controls International plc		42,662		2,325,505
Masco Corp.		14,573		826,143
Trane Technologies plc		14,180		1,957,691
				8,811,886
Capital Markets - 2.4%
Ameriprise Financial, Inc.		6,729		1,859,021
Bank of New York Mellon Corp. (The)		44,932		2,094,281
BlackRock, Inc.		8,660		5,794,233
Cboe Global Markets, Inc.		6,480		727,769
Charles Schwab Corp. (The)		91,294		6,399,709
CME Group, Inc.		21,823		4,339,067
FactSet Research Systems, Inc.		2,298		877,330
Franklin Resources, Inc.		17,079		462,499
Goldman Sachs Group, Inc. (The)		20,615		6,738,013
Intercontinental Exchange, Inc.		34,122		3,493,752
Invesco Ltd.		20,730		400,918
MarketAxess Holdings, Inc.		2,310		650,681
Moody's Corp.		9,820		2,961,417
Morgan Stanley		86,076		7,414,587
MSCI, Inc.		4,930		2,180,786
Nasdaq, Inc.		7,108		1,103,588
Northern Trust Corp.		12,620		1,410,285
Raymond James Financial, Inc.		11,351		1,117,960
S&P Global, Inc.		21,509		7,516,965
State Street Corp.		22,227		1,611,235
T. Rowe Price Group, Inc.		13,913		1,768,203
				60,922,299
Chemicals - 1.6%
Air Products and Chemicals, Inc.		13,469		3,315,529
Albemarle Corp.		7,104		1,850,024
Celanese Corp.		6,564		1,027,397
CF Industries Holdings, Inc.		13,019		1,285,887
Corteva, Inc.		44,148		2,764,548
Dow, Inc.		44,672		3,036,802
DuPont de Nemours, Inc.		31,146		2,113,256
Eastman Chemical Co.		7,833		862,883
Ecolab, Inc.		15,137		2,481,106
FMC Corp.		7,697		943,498
International Flavors & Fragrances, Inc.		15,457		2,042,952
Linde plc		31,125		10,105,665

See accompanying notes to the financial statements.

UltraPro S&P500^®

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares	Value ($)
LyondellBasell Industries NV, Class A	15,962	1,823,658
Mosaic Co. (The)	22,495	1,409,312
PPG Industries, Inc.	14,419	1,823,859
Sherwin-Williams Co. (The)	14,647	3,925,982
		40,812,358
Commercial Services & Supplies - 0.4%
Cintas Corp.	5,352	2,131,862
Copart, Inc.*	12,957	1,483,965
Republic Services, Inc.	12,683	1,697,493
Rollins, Inc.	13,748	487,504
Waste Management, Inc.	23,370	3,704,379
		9,505,203
Communications Equipment - 0.6%
Arista Networks, Inc.*	13,623	1,393,360
Cisco Systems, Inc.	256,103	11,537,440
F5, Inc.*	3,688	601,292
Juniper Networks, Inc.	19,751	605,961
Motorola Solutions, Inc.	10,250	2,252,335
		16,390,388
Construction & Engineering - 0.0%(c)
Quanta Services, Inc.	8,656	1,030,064
Construction Materials - 0.1%
Martin Marietta Materials, Inc.	3,787	1,285,232
Vulcan Materials Co.	8,058	1,328,523
		2,613,755
Consumer Finance - 0.5%
American Express Co.	37,343	6,304,245
Capital One Financial Corp.	25,134	3,213,633
Discover Financial Services	17,487	1,984,600
Synchrony Financial	31,657	1,172,575
		12,675,053
Containers & Packaging - 0.3%
Amcor plc	91,923	1,204,191
Avery Dennison Corp.	5,030	867,977
Ball Corp.	19,672	1,394,548
International Paper Co.	23,520	1,139,544
Packaging Corp. of America	5,765	906,719
Sealed Air Corp.	8,997	559,433
WestRock Co.	15,983	775,016
		6,847,428
Distributors - 0.1%
Genuine Parts Co.	8,651	1,182,851
LKQ Corp.	16,290	837,143
Pool Corp.	2,435	970,640
		2,990,634
Diversified Financial Services - 1.4%
Berkshire Hathaway, Inc., Class B*	111,203	35,137,924
Diversified Telecommunication Services - 0.9%
AT&T, Inc.	433,620	9,231,770
Lumen Technologies, Inc.(b)	55,962	684,975
Verizon Communications, Inc.	254,909	13,074,282
		22,991,027
Electric Utilities - 1.6%
Alliant Energy Corp.	15,202	970,192
American Electric Power Co., Inc.	30,584	3,120,485
Constellation Energy Corp.	19,826	1,230,798
Duke Energy Corp.	46,706	5,255,359
Edison International	23,068	1,612,684
Entergy Corp.	12,205	1,468,506
Evergy, Inc.	13,920	973,565
Eversource Energy	20,876	1,927,272
Exelon Corp.	59,477	2,923,295
FirstEnergy Corp.	34,623	1,487,404
NextEra Energy, Inc.	119,141	9,017,782
NRG Energy, Inc.	14,865	684,385
Pinnacle West Capital Corp.	6,851	531,980
PPL Corp.	45,585	1,375,755
Southern Co. (The)	64,350	4,868,721
Xcel Energy, Inc.	32,709	2,464,296
		39,912,479
Electrical Equipment - 0.4%
AMETEK, Inc.	14,047	1,706,289
Eaton Corp. plc	24,207	3,355,090
Emerson Electric Co.	36,071	3,198,055
Generac Holdings, Inc.*	3,829	946,069
Rockwell Automation, Inc.	7,054	1,503,913
		10,709,416
Electronic Equipment, Instruments & Components - 0.5%
Amphenol Corp., Class A	36,370	2,577,178
CDW Corp.	8,238	1,399,307
Corning, Inc.	45,365	1,624,974
IPG Photonics Corp.*	2,165	228,386
Keysight Technologies, Inc.*	11,111	1,617,761
TE Connectivity Ltd.	19,769	2,557,911
Teledyne Technologies, Inc.*	2,834	1,148,195
Trimble, Inc.*	15,239	1,037,014
Zebra Technologies Corp., Class A*	3,225	1,090,663
		13,281,389
Energy Equipment & Services - 0.3%
Baker Hughes Co.	55,001	1,978,936
Halliburton Co.	54,565	2,209,883
Schlumberger NV	85,216	3,916,527
		8,105,346
Entertainment - 1.1%
Activision Blizzard, Inc.	47,303	3,683,958
Electronic Arts, Inc.	17,074	2,367,310
Live Nation Entertainment, Inc.*(b)	8,200	779,410
Netflix, Inc.*	26,958	5,322,588
Take-Two Interactive Software, Inc.*	9,602	1,195,737
Walt Disney Co. (The)*	110,550	12,209,142
Warner Bros Discovery, Inc.*	134,285	2,477,558
		28,035,703
Equity Real Estate Investment Trusts (REITs) - 2.2%
Alexandria Real Estate Equities, Inc.	8,838	1,466,666
American Tower Corp.	27,655	7,083,275
AvalonBay Communities, Inc.	8,488	1,765,164
Boston Properties, Inc.	8,634	959,928
Camden Property Trust	6,203	890,068
Crown Castle International Corp.	26,245	4,977,364
Digital Realty Trust, Inc.	17,228	2,404,857
Duke Realty Corp.	23,126	1,221,747
Equinix, Inc.	5,470	3,758,382
Equity Residential	20,750	1,594,223
Essex Property Trust, Inc.	3,958	1,123,478
Extra Space Storage, Inc.	8,126	1,448,053
Federal Realty Investment Trust	4,295	493,796
Healthpeak Properties, Inc.	32,753	972,437
Host Hotels & Resorts, Inc.	43,364	866,846
Iron Mountain, Inc.	17,584	947,778
Kimco Realty Corp.	37,447	885,622

See accompanying notes to the financial statements.

UltraPro S&P500^®

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares	Value ($)
Mid-America Apartment Communities, Inc.	7,003	1,267,543
Prologis, Inc.	44,937	5,728,569
Public Storage	9,261	3,062,057
Realty Income Corp.	34,353	2,343,562
Regency Centers Corp.	9,355	638,105
SBA Communications Corp.	6,605	2,223,309
Simon Property Group, Inc.	19,951	2,287,382
UDR, Inc.	18,159	868,000
Ventas, Inc.	24,242	1,375,491
Vornado Realty Trust	9,663	337,818
Welltower, Inc.	26,430	2,354,649
Weyerhaeuser Co.	45,383	1,793,536
		57,139,705
Food & Staples Retailing - 1.2%
Costco Wholesale Corp.	26,924	12,552,507
Kroger Co. (The)	40,628	2,152,065
Sysco Corp.	30,811	2,593,670
Walgreens Boots Alliance, Inc.	43,509	1,907,000
Walmart, Inc.	85,901	11,049,446
		30,254,688
Food Products - 0.9%
Archer-Daniels-Midland Co.	33,976	3,085,700
Campbell Soup Co.	12,278	588,239
Conagra Brands, Inc.	29,132	958,151
General Mills, Inc.	36,629	2,558,536
Hershey Co. (The)	8,829	1,869,188
Hormel Foods Corp.	17,131	833,766
J M Smucker Co. (The)	6,581	825,060
Kellogg Co.	15,536	1,083,481
Kraft Heinz Co. (The)	43,116	1,631,078
Lamb Weston Holdings, Inc.	8,819	595,988
McCormick & Co., Inc. (Non-Voting)	15,165	1,406,099
Mondelez International, Inc., Class A	84,301	5,358,171
Tyson Foods, Inc., Class A	17,761	1,591,563
		22,385,020
Gas Utilities - 0.0%(c)
Atmos Energy Corp.	8,221	956,185
Health Care Equipment & Supplies - 2.3%
Abbott Laboratories	107,375	12,612,268
ABIOMED, Inc.*	2,761	728,076
Align Technology, Inc.*	4,460	1,238,274
Baxter International, Inc.	30,405	2,312,300
Becton Dickinson and Co.	17,294	4,423,805
Boston Scientific Corp.*	86,531	3,548,636
Cooper Cos., Inc. (The)	2,992	1,049,414
DENTSPLY SIRONA, Inc.	13,277	525,238
Dexcom, Inc.*	5,887	1,753,973
Edwards Lifesciences Corp.*	37,908	3,823,022
Hologic, Inc.*	15,178	1,142,448
IDEXX Laboratories, Inc.*	5,150	2,016,843
Intuitive Surgical, Inc.*	21,722	4,944,796
Medtronic plc	81,642	8,176,446
ResMed, Inc.	8,877	1,806,114
STERIS plc	6,078	1,387,000
Stryker Corp.	20,391	4,781,690
Teleflex, Inc.	2,843	818,045
Zimmer Biomet Holdings, Inc.	12,687	1,525,104
		58,613,492
Health Care Providers & Services - 2.7%
AmerisourceBergen Corp.	9,142	1,415,090
Anthem, Inc.	14,740	7,511,651
Cardinal Health, Inc.	16,828	947,753
Centene Corp.*	35,429	2,885,338
Cigna Corp.	19,613	5,261,972
CVS Health Corp.	79,698	7,710,782
DaVita, Inc.*	3,741	364,710
HCA Healthcare, Inc.	14,544	3,060,058
Henry Schein, Inc.*	8,424	721,431
Humana, Inc.	7,803	3,544,357
Laboratory Corp. of America Holdings	5,650	1,393,968
McKesson Corp.	9,093	2,988,778
Molina Healthcare, Inc.*	3,548	1,029,701
Quest Diagnostics, Inc.	7,225	1,018,869
UnitedHealth Group, Inc.	57,188	28,409,855
Universal Health Services, Inc., Class B	4,445	553,891
		68,818,204
Health Care Technology - 0.1%
Cerner Corp.	17,867	1,694,685
Hotels, Restaurants & Leisure - 1.6%
Booking Holdings, Inc.*	2,497	5,602,169
Caesars Entertainment, Inc.*	12,979	651,157
Carnival Corp.*	49,116	681,730
Chipotle Mexican Grill, Inc.*	1,708	2,395,555
Darden Restaurants, Inc.	7,757	969,625
Domino's Pizza, Inc.	2,207	801,516
Expedia Group, Inc.*	9,121	1,179,619
Hilton Worldwide Holdings, Inc.	16,923	2,383,774
Las Vegas Sands Corp.*	20,880	740,405
Marriott International, Inc., Class A	16,613	2,850,459
McDonald's Corp.	45,374	11,443,777
MGM Resorts International	22,873	799,869
Norwegian Cruise Line Holdings Ltd.*(b)	25,323	405,421
Penn National Gaming, Inc.*	10,090	322,476
Royal Caribbean Cruises Ltd.*	13,620	790,913
Starbucks Corp.	69,850	5,483,225
Wynn Resorts Ltd.*	6,389	422,313
Yum! Brands, Inc.	17,549	2,131,677
		40,055,680
Household Durables - 0.3%
DR Horton, Inc.	19,586	1,471,888
Garmin Ltd.	9,226	974,450
Lennar Corp., Class A	15,870	1,273,568
Mohawk Industries, Inc.*	3,331	471,203
Newell Brands, Inc.	22,989	492,884
NVR, Inc.*	197	876,772
PulteGroup, Inc.	15,100	683,426
Whirlpool Corp.	3,582	659,948
		6,904,139
Household Products - 1.2%
Church & Dwight Co., Inc.	14,695	1,323,432
Clorox Co. (The)	7,475	1,086,566
Colgate-Palmolive Co.	51,181	4,033,575
Kimberly-Clark Corp.	20,453	2,720,658
Procter & Gamble Co. (The)	145,555	21,524,673
		30,688,904

See accompanying notes to the financial statements.

UltraPro S&P500^®

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares	Value ($)
Independent Power and Renewable Electricity Producers - 0.0%(c)
AES Corp. (The)	40,490	892,400
Industrial Conglomerates - 0.7%
3M Co.	34,674	5,176,481
General Electric Co.	66,756	5,226,327
Honeywell International, Inc.	41,640	8,062,337
		18,465,145
Insurance - 1.8%
Aflac, Inc.	36,429	2,206,505
Allstate Corp. (The)	17,038	2,328,924
American International Group, Inc.	50,418	2,958,528
Aon plc, Class A	13,038	3,594,186
Arthur J Gallagher & Co.	12,660	2,050,160
Assurant, Inc.	3,466	612,408
Brown & Brown, Inc.	14,240	845,429
Chubb Ltd.	26,156	5,526,501
Cincinnati Financial Corp.	9,099	1,163,398
Everest Re Group Ltd.	2,390	675,175
Globe Life, Inc.	5,640	550,295
Hartford Financial Services Group, Inc. (The)	20,340	1,474,853
Lincoln National Corp.	10,113	585,846
Loews Corp.	11,905	779,659
Marsh & McLennan Cos., Inc.	30,658	4,903,747
MetLife, Inc.	42,606	2,871,218
Principal Financial Group, Inc.	14,751	1,075,790
Progressive Corp. (The)	35,485	4,236,199
Prudential Financial, Inc.	22,949	2,438,331
Travelers Cos., Inc. (The)	14,646	2,622,220
W R Berkley Corp.	12,722	904,916
Willis Towers Watson plc	7,414	1,564,873
		45,969,161
Interactive Media & Services - 4.3%
Alphabet, Inc., Class A*	18,265	41,557,259
Alphabet, Inc., Class C*	16,864	38,463,074
Match Group, Inc.*	17,188	1,354,071
Meta Platforms, Inc., Class A*	140,207	27,149,683
Twitter, Inc.*	48,554	1,922,738
		110,446,825
Internet & Direct Marketing Retail - 2.6%
Amazon.com, Inc.*	26,570	63,879,328
eBay, Inc.	38,018	1,850,336
Etsy, Inc.*	7,701	624,705
		66,354,369
IT Services - 3.6%
Accenture plc, Class A	38,371	11,452,209
Akamai Technologies, Inc.*(b)	9,864	996,659
Automatic Data Processing, Inc.	25,504	5,685,862
Broadridge Financial Solutions, Inc.	7,091	1,036,846
Cognizant Technology Solutions Corp., Class A	31,892	2,382,332
DXC Technology Co.*	14,845	522,841
EPAM Systems, Inc.*	3,443	1,165,524
Fidelity National Information Services, Inc.	36,978	3,864,201
Fiserv, Inc.*	36,084	3,614,895
FleetCor Technologies, Inc.*	4,925	1,225,389
Gartner, Inc.*	4,995	1,310,688
Global Payments, Inc.	17,293	2,266,075
International Business Machines Corp.	54,454	7,560,393
Jack Henry & Associates, Inc.	4,423	832,055
Mastercard, Inc., Class A	52,407	18,754,893
Paychex, Inc.	19,500	2,414,685
PayPal Holdings, Inc.*	70,741	6,027,841
VeriSign, Inc.*	5,864	1,023,561
Visa, Inc., Class A	100,696	21,364,670
		93,501,619
Leisure Products - 0.0%(c)
Hasbro, Inc.	7,874	706,691
Life Sciences Tools & Services - 1.5%
Agilent Technologies, Inc.	18,238	2,326,439
Bio-Rad Laboratories, Inc., Class A*	1,309	703,967
Bio-Techne Corp.	2,385	881,806
Charles River Laboratories International, Inc.*	3,061	716,519
Danaher Corp.	38,639	10,193,741
Illumina, Inc.*	9,496	2,274,102
IQVIA Holdings, Inc.*	11,605	2,497,976
Mettler-Toledo International, Inc.*	1,397	1,796,710
PerkinElmer, Inc.	7,658	1,146,173
Thermo Fisher Scientific, Inc.	23,925	13,579,112
Waters Corp.*	3,704	1,214,727
West Pharmaceutical Services, Inc.	4,502	1,397,331
		38,728,603
Machinery - 1.3%
Caterpillar, Inc.	32,842	7,088,946
Cummins, Inc.	8,651	1,809,097
Deere & Co.	17,026	6,091,562
Dover Corp.	8,744	1,170,909
Fortive Corp.	21,774	1,344,980
IDEX Corp.	4,616	884,195
Illinois Tool Works, Inc.	17,346	3,609,182
Ingersoll Rand, Inc.	24,749	1,166,915
Nordson Corp.	3,287	716,172
Otis Worldwide Corp.	25,808	1,920,115
PACCAR, Inc.	21,085	1,831,022
Parker-Hannifin Corp.	7,800	2,122,926
Pentair plc	10,046	504,008
Snap-on, Inc.	3,249	720,888
Stanley Black & Decker, Inc.	9,897	1,174,675
Westinghouse Air Brake Technologies Corp.	11,350	1,072,121
Xylem, Inc.	10,948	922,369
		34,150,082
Media - 0.8%
Charter Communications, Inc., Class A*	7,236	3,668,146
Comcast Corp., Class A	274,692	12,163,362
DISH Network Corp., Class A*(b)	15,168	346,285
Fox Corp., Class A	19,176	680,940
Fox Corp., Class B	8,857	289,712
Interpublic Group of Cos., Inc. (The)	23,904	770,426
News Corp., Class A	23,739	413,059
News Corp., Class B	7,357	129,336
Omnicom Group, Inc.	12,692	946,950
Paramount Global, Class B	36,846	1,264,923
		20,673,139
Metals & Mining - 0.3%
Freeport-McMoRan, Inc.	89,147	3,483,865
Newmont Corp.	48,424	3,285,568

See accompanying notes to the financial statements.

UltraPro S&P500^®

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares	Value ($)
Nucor Corp.	16,518	2,187,974
		8,957,407
Multiline Retail - 0.4%
Dollar General Corp.	14,070	3,100,184
Dollar Tree, Inc.*	13,659	2,189,948
Target Corp.	29,097	4,710,222
		10,000,354
Multi-Utilities - 0.8%
Ameren Corp.	15,643	1,489,057
CenterPoint Energy, Inc.	38,191	1,224,022
CMS Energy Corp.	17,594	1,249,878
Consolidated Edison, Inc.	21,483	2,132,403
Dominion Energy, Inc.	49,183	4,142,192
DTE Energy Co.	11,763	1,561,068
NiSource, Inc.	23,848	750,020
Public Service Enterprise Group, Inc.	30,706	2,104,589
Sempra Energy	19,390	3,177,245
WEC Energy Group, Inc.	19,148	2,011,880
		19,842,354
Oil, Gas & Consumable Fuels - 3.6%
APA Corp.	22,055	1,036,805
Chevron Corp.	117,052	20,444,302
ConocoPhillips	79,078	8,885,204
Coterra Energy, Inc.	49,409	1,696,211
Devon Energy Corp.	38,233	2,863,652
Diamondback Energy, Inc.	10,336	1,571,279
EOG Resources, Inc.	35,525	4,865,504
Exxon Mobil Corp.	257,069	24,678,624
Hess Corp.	16,740	2,060,192
Kinder Morgan, Inc.	118,413	2,331,552
Marathon Oil Corp.	47,277	1,485,916
Marathon Petroleum Corp.	35,163	3,579,242
Occidental Petroleum Corp.	53,881	3,734,492
ONEOK, Inc.	27,073	1,782,757
Phillips 66	28,407	2,863,710
Pioneer Natural Resources Co.	13,786	3,831,681
Valero Energy Corp.	24,820	3,216,672
Williams Cos., Inc. (The)	73,787	2,734,546
		93,662,341
Personal Products - 0.1%
Estee Lauder Cos., Inc. (The), Class A	14,112	3,593,621
Pharmaceuticals - 3.6%
Bristol-Myers Squibb Co.	132,356	9,986,260
Catalent, Inc.*	10,874	1,120,674
Eli Lilly & Co.	48,208	15,110,316
Johnson & Johnson	159,856	28,698,948
Merck & Co., Inc.	153,383	14,115,837
Organon & Co.	15,404	584,736
Pfizer, Inc.	340,820	18,077,093
Viatris, Inc.	73,443	901,146
Zoetis, Inc.	28,729	4,910,648
		93,505,658
Professional Services - 0.2%
Equifax, Inc.	7,411	1,501,320
Jacobs Engineering Group, Inc.	7,845	1,099,006
Leidos Holdings, Inc.	8,522	890,549
Nielsen Holdings plc	21,791	556,978
Robert Half International, Inc.	6,645	599,047
Verisk Analytics, Inc.	9,786	1,711,767
		6,358,667
Real Estate Management & Development - 0.1%
CBRE Group, Inc., Class A*	20,321	1,683,392
Road & Rail - 0.7%
CSX Corp.	134,687	4,281,700
JB Hunt Transport Services, Inc.	5,100	880,158
Norfolk Southern Corp.	14,563	3,490,168
Old Dominion Freight Line, Inc.	5,653	1,459,831
Union Pacific Corp.	38,676	8,500,211
		18,612,068
Semiconductors & Semiconductor Equipment - 4.7%
Advanced Micro Devices, Inc.*	99,272	10,111,896
Analog Devices, Inc.	31,895	5,371,118
Applied Materials, Inc.	53,923	6,324,629
Broadcom, Inc.	25,067	14,542,119
Enphase Energy, Inc.*	8,130	1,513,725
Intel Corp.	247,262	10,983,378
KLA Corp.	9,150	3,338,377
Lam Research Corp.	8,474	4,406,734
Microchip Technology, Inc.	33,759	2,452,591
Micron Technology, Inc.	67,992	5,020,529
Monolithic Power Systems, Inc.	2,631	1,184,976
NVIDIA Corp.	151,801	28,344,283
NXP Semiconductors NV	16,146	3,063,865
Qorvo, Inc.*	6,585	735,874
QUALCOMM, Inc.	68,432	9,800,831
Skyworks Solutions, Inc.	9,958	1,084,127
SolarEdge Technologies, Inc.*	3,191	870,473
Teradyne, Inc.	9,895	1,081,128
Texas Instruments, Inc.	56,077	9,912,171
		120,142,824
Software - 7.2%
Adobe, Inc.*	28,644	11,929,653
ANSYS, Inc.*	5,299	1,379,648
Autodesk, Inc.*	13,363	2,776,163
Cadence Design Systems, Inc.*	16,830	2,587,276
Ceridian HCM Holding, Inc.*	8,306	467,628
Citrix Systems, Inc.	7,572	762,425
Fortinet, Inc.*	8,236	2,422,537
Intuit, Inc.	17,193	7,125,811
Microsoft Corp.	455,218	123,760,118
NortonLifeLock, Inc.	35,337	860,102
Oracle Corp.	95,669	6,880,514
Paycom Software, Inc.*	2,919	829,988
PTC, Inc.*	6,390	744,627
Roper Technologies, Inc.	6,409	2,835,598
Salesforce, Inc.*	59,809	9,583,794
ServiceNow, Inc.*	12,140	5,675,086
Synopsys, Inc.*	9,315	2,973,348
Tyler Technologies, Inc.*	2,493	887,059
		184,481,375
Specialty Retail - 1.7%
Advance Auto Parts, Inc.	3,785	718,620
AutoZone, Inc.*	1,251	2,576,623
Bath & Body Works, Inc.	15,653	642,086
Best Buy Co., Inc.	13,147	1,078,843
CarMax, Inc.*	9,817	974,534
Home Depot, Inc. (The)	63,402	19,194,955
Lowe's Cos., Inc.	40,912	7,990,114
O'Reilly Automotive, Inc.*	4,092	2,607,300
Ross Stores, Inc.	21,460	1,824,529
TJX Cos., Inc. (The)	72,436	4,604,756
Tractor Supply Co.	6,913	1,295,220

See accompanying notes to the financial statements.

UltraPro S&P500^®

Schedule of Portfolio Investments

May 31, 2022

Investments	Shares	Value ($)
Ulta Beauty, Inc.*	3,287	1,390,730
		44,898,310
Technology Hardware, Storage & Peripherals - 5.7%
Apple, Inc.	941,389	140,116,339
Hewlett Packard Enterprise Co.	78,544	1,225,286
HP, Inc.	65,753	2,553,847
NetApp, Inc.	13,501	971,397
Seagate Technology Holdings plc	12,231	1,035,599
Western Digital Corp.*	18,999	1,153,049
		147,055,517
Textiles, Apparel & Luxury Goods - 0.4%
NIKE, Inc., Class B	77,498	9,210,637
PVH Corp.	4,250	301,197
Ralph Lauren Corp.	2,810	284,063
Tapestry, Inc.	16,034	553,173
Under Armour, Inc., Class A*	11,465	121,300
Under Armour, Inc., Class C*	13,065	126,731
VF Corp.	19,605	989,268
		11,586,369
Tobacco - 0.6%
Altria Group, Inc.	110,709	5,988,250
Philip Morris International, Inc.	94,110	9,999,187
		15,987,437
Trading Companies & Distributors - 0.2%
Fastenal Co.	34,950	1,871,922
United Rentals, Inc.*(b)	4,396	1,310,799
WW Grainger, Inc.	2,628	1,280,020
		4,462,741
Water Utilities - 0.1%
American Water Works Co., Inc.	11,022	1,667,077
Wireless Telecommunication Services - 0.2%
T-Mobile US, Inc.*	35,650	4,751,788
TOTAL COMMON STOCKS (Cost $2,389,695,638)		2,121,864,165
SECURITIES LENDING REINVESTMENTS(d) - 0.0%(c)
INVESTMENT COMPANIES - 0.0%(c)
BlackRock Liquidity FedFund, Institutional Class 0.72% (Cost $278,159)	278,159	278,159
Investments	Principal Amount ($)	Value ($)
SHORT-TERM INVESTMENTS - 31.6%
REPURCHASE AGREEMENTS(e) - 3.1%
Repurchase Agreements with various counterparties, rates 0.50% - 0.77%, dated 5/31/2022, due 6/1/2022, total to be received $80,241,101 (Cost $80,239,486)	80,239,486	80,239,486
U.S. TREASURY OBLIGATIONS - 28.5%
U.S. Treasury Bills
0.33%, 6/2/2022(f)	40,000,000	39,999,428
0.37%, 6/7/2022(f)	45,000,000	44,996,325
0.51%, 6/21/2022(f)	50,000,000	49,983,611
0.71%, 7/5/2022(f)	250,000,000	249,840,625
0.07%, 7/14/2022(f)	300,000,000	299,703,420
1.00%, 8/18/2022(f)	50,000,000	49,886,927
TOTAL U.S. TREASURY OBLIGATIONS (Cost $734,683,029)		734,410,336
TOTAL SHORT-TERM INVESTMENTS (Cost $814,922,515)		814,649,822
Total Investments - 114.1% (Cost $3,204,896,312)		2,936,792,146
Liabilities in excess of other assets - (14.1%)		(363,719,012	)
Net Assets - 100.0%		2,573,073,134

See accompanying notes to the financial statements.

UltraPro S&P500^®

Schedule of Portfolio Investments

May 31, 2022

*	Non-income producing security.
(a)	All or a portion of these securities are segregated in connection with obligations for swaps with a total value of $1,453,695,930.
(b)	The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $449,507, collateralized in the form of cash with a value of $278,159 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments and $187,005 of collateral in the form of U.S. Government Treasury Securities, interest rates ranging from 0.13% – 4.63%, and maturity dates ranging from June 15, 2022 – February 15, 2051. The total value of collateral is $465,164.
(c)	Represents less than 0.05% of net assets.
(d)	The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $278,159.
(e)	The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(f)	The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation	$	72,249,715
Aggregate gross unrealized depreciation		(1,226,399,995	)
Net unrealized depreciation	$	(1,154,150,280	)
Federal income tax cost	$	3,321,783,328

See accompanying notes to the financial statements.

UltraPro S&P500^®

Schedule of Portfolio Investments

May 31, 2022

Futures Contracts Purchased

UltraPro S&P500^® had the following open long futures contracts as of May 31, 2022:  

	Number of Contracts		Expiration Date	Trading Currency	Notional Amount		Value and Unrealized Appreciation
S&P 500 E-Mini Index		879	6/17/2022	USD	$	181,568,438	$	75,471

Swap Agreements^a

UltraPro S&P500^® had the following open non-exchange traded total return swap agreements as of May 31, 2022:        

Notional Amount ($)		Termination Dateb	Counterparty	Rate Paid (Received)c			Reference Instrument	Value and Unrealized Appreciation/ (Depreciation)d ($)			Financial Instruments for the Benefit of (the Fund)/ the Counterparty ($)			Cash Collateral for the Benefit of (the Fund)/ the Counterparty ($)		Net Amounte ($)
	520,721,147	5/8/2023	Bank of America NA		1.38	%	S&P 500®		(132,057,460	)		100,862,429			31,195,031		—
	537,125,782	5/8/2023	BNP Paribas SA		1.43	%	S&P 500®		(113,937,121	)		83,369,344			30,567,777		—
	240,726,662	4/10/2023	Citibank NA		1.49	%	S&P 500®		(57,664,886	)		27,381,209			30,283,677		—
	531,270,525	11/6/2023	Credit Suisse International		1.43	%	S&P 500®		(13,081,617	)		—			13,081,617		—
	884,048,700	4/8/2024	Goldman Sachs International		1.43	%	S&P 500®		16,062,194			(16,062,194	)		—		—
	740,192,029	5/8/2023	J.P. Morgan Securities		1.23	%	S&P 500®		(141,894,819	)		89,797,787			52,097,032		—
	585,934,738	4/10/2023	Morgan Stanley & Co. International plc		1.38	%	S&P 500®		(78,836,056	)		47,917,910			30,918,146		—
	689,569,060	3/7/2023	Societe Generale		1.33	%	S&P 500®		(153,079,760	)		67,867,254			85,212,506		—
	686,432,758	3/7/2023	UBS AG		1.33	%	S&P 500®		(94,745,044	)		34,901,931			59,843,113		—
	5,416,021,401								(769,234,569	)
							Total Unrealized  Appreciation		16,062,194
							Total Unrealized  Depreciation		(785,296,763	)

a	The Fund's Swap Agreements are not accounted for as hedging instruments under ASC 815.
b	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
c	Reflects the floating financing rate, as of May 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).
d	The Fund discloses amounts due to the Fund from the counterparty (unrealized appreciation on swap agreements) at period end as an asset on its Statement of Assets and Liabilities. Amounts due to the counterparty from the Fund (unrealized depreciation on swap agreements) are disclosed as a liability on its Statement of Assets and Liabilities. The Fund presents these amounts on a gross basis and does not offset or "net" these amounts on its Statement of Assets and Liabilities.
e	Represents the "uncollateralized" amount due from or (to) the counterparty at period end. These amounts could be due to timing differences between the movement of collateral in relation to market movements, or due to agreement provisions allowing minimum "thresholds" that would need to be exceeded prior to the movement of collateral. To the extent that a net amount is due from a counterparty, the Fund would be exposed to the counterparty by such amount and could suffer losses or delays in recovery of that amount in the event of a counterparty default.

Abbreviations

USD    U.S Dollar

See accompanying notes to the financial statements.

 

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of ProShares Trust and Shareholders of each of the one hundred nineteen funds listed below

Opinions on the Financial Statements

With respect to each of the funds designated with a number “(1)”, we have audited the accompanying statements of assets and liabilities, including the summary schedules of portfolio investments, as of May 31, 2022, the related statements of operations and of changes in net assets for each of the periods listed below, including the related notes, and the financial highlights for each of the periods indicated therein (included in Item 1 of this Form N-CSR) and the schedules of portfolio investments (included in Item 6 of this Form N-CSR) as of May 31, 2022 (collectively referred to as the “financial statements”), and with respect to each of the funds designated with a number “(2)”, we have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, as of May 31, 2022, the related statements of operations, of changes in net assets and, for Bitcoin Strategy ETF, of cash flows for each of the periods listed below, including the related notes, and the financial highlights for each of the periods indicated therein (included in Item 1 of this Form N-CSR) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the funds listed below (constituting ProShares Trust, hereafter collectively referred to as the “Funds”) as of May 31, 2022, the results of each of their operations, the changes in each of their net assets, for Bitcoin Strategy ETF, its cash flows for each of the periods listed below, and each of the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America.

Big Data Refiners ETF	(2)(B)	Short Dow30SM	(2)(A)	Ultra Telecommunications	(2)(A)
Bitcoin Strategy ETF	(2)(C)	Short Financials	(2)(A)	Ultra Utilities	(2)(A)
Decline of the Retail Store ETF	(2)(A)	Short FTSE China 50	(2)(A)	UltraPro Dow30SM	(2)(A)
DJ Brookfield Global Infrastructure ETF	(2)(A)	Short High Yield	(2)(A)	UltraPro MidCap400	(1)(A)
Equities for Rising Rates ETF	(2)(A)	Short MidCap400	(2)(A)	UltraPro QQQ	(2)(A)
Global Listed Private Equity ETF	(2)(A)	Short MSCI EAFE	(2)(A)	UltraPro Russell2000	(1)(A)
Hedge Replication ETF	(1)(A)	Short MSCI Emerging Markets	(2)(A)	UltraPro S&P500®	(1)(A)
High Yield-Interest Rate Hedged	(2)(A)	Short QQQ	(2)(A)	UltraPro Short 20+ Year Treasury	(2)(A)
Inflation Expectations ETF	(2)(A)	Short Real Estate	(2)(A)	UltraPro Short Dow30SM	(2)(A)
Investment Grade-Interest Rate Hedged	(2)(A)	Short Russell2000	(2)(A)	UltraPro Short MidCap400	(2)(A)
K-1 Free Crude Oil Strategy ETF	(2)(A)	Short S&P500®	(2)(A)	UltraPro Short QQQ	(2)(A)
Large Cap Core Plus	(1)(A)	Short SmallCap600	(2)(A)	UltraPro Short Russell2000	(2)(A)
Long Online/Short Stores ETF	(2)(A)	Ultra 7-10 Year Treasury	(2)(A)	UltraPro Short S&P500®	(2)(A)
Merger ETF	(2)(A)	Ultra 20+ Year Treasury	(2)(A)	UltraShort 7-10 Year Treasury	(2)(A)
Metaverse ETF	(2)(D)	Ultra Basic Materials	(2)(A)	UltraShort 20+ Year Treasury	(2)(A)
MSCI EAFE Dividend Growers ETF	(2)(A)	Ultra Consumer Goods	(2)(A)	UltraShort Basic Materials	(2)(A)
MSCI Emerging Markets Dividend Growers ETF	(2)(A)	Ultra Consumer Services	(2)(A)	UltraShort Consumer Goods	(2)(A)
MSCI Europe Dividend Growers ETF	(2)(A)	Ultra Dow30SM	(2)(A)	UltraShort Consumer Services	(2)(A)
MSCI Transformational Changes ETF	(2)(E)	Ultra Financials	(1)(A)	UltraShort Dow30SM	(2)(A)
Nanotechnology ETF	(2)(F)	Ultra FTSE China 50	(2)(A)	UltraShort Financials	(2)(A)
Nasdaq-100 Dorsey Wright Momentum ETF	(2)(G)	Ultra FTSE Europe	(2)(A)	UltraShort FTSE China 50	(2)(A)
On-Demand ETF	(2)(F)	Ultra Health Care	(2)(A)	UltraShort FTSE Europe	(2)(A)
Online Retail ETF	(2)(A)	Ultra High Yield	(2)(A)	UltraShort Health Care	(2)(A)
Pet Care ETF	(2)(A)	Ultra Industrials	(1)(A)	UltraShort lndustrials	(2)(A)
Russell 2000 Dividend Growers ETF	(2)(A)	Ultra MidCap400	(1)(A)	UltraShort MidCap400	(2)(A)
Russell U.S. Dividend Growers ETF	(2)(A)	Ultra MSCI Brazil Capped	(2)(A)	UltraShort MSCI Brazil Capped	(2)(A)
S&P 500® Bond ETF	(2)(A)	Ultra MSCI EAFE	(2)(A)	UltraShort MSCI EAFE	(2)(A)
S&P 500® Dividend Aristocrats ETF	(2)(A)	Ultra MSCI Emerging Markets	(2)(A)	UltraShort MSCI Emerging Markets	(2)(A)
S&P 500® Ex-Energy ETF	(1)(A)	Ultra MSCI Japan	(2)(A)	Ultrashort MSCI Japan	(2)(A)
S&P 500® Ex-Financials ETF	(1)(A)	Ultra Nasdaq Biotechnology	(1)(A)	UltraShort Nasdaq Biotechnology	(2)(A)
S&P 500® Ex-Health Care ETF	(1)(A)	Ultra Nasdaq Cloud Computing	(2)(I)	UltraShort Oil & Gas	(2)(A)
S&P 500® Ex-Technology ETF	(1)(A)	Ultra Nasdaq Cybersecurity	(2)(I)	UltraShort QQQ	(2)(A)
S&P Kensho Cleantech ETF	(2)(B)	Ultra Oil & Gas	(2)(A)	UltraShort Real Estate	(2)(A)
S&P Kensho Smart Factories ETF	(2)(B)	Ultra QQQ	(2)(A)	UltraShort Russell2000	(2)(A)
S&P MidCap 400® Dividend Aristocrats ETF	(2)(A)	Ultra Real Estate	(2)(A)	UltraShort S&P500®	(2)(A)
S&P Technology Dividend Aristocrats ETF	(2)(A)	Ultra Russell2000	(1)(A)	UltraShort Semiconductors	(2)(A)
Smart Materials ETF	(2)(F)	Ultra S&P500®	(1)(A)	UltraShort SmallCap600	(2)(A)
Supply Chain Logistics ETF	(2)(H)	Ultra Semiconductors	(2)(A)	UltraShort Technology	(2)(A)
Short 7-10 Year Treasury	(2)(A)	Ultra SmallCap600	(1)(A)	UltraShort Utilities	(2)(A)
Short 20+ Year Treasury	(2)(A)	Ultra Technology	(2)(A)

(A) Statement of operations for the year ended May 31, 2022, and statement of changes in net assets for each of the two years in the period ended May 31, 2022.

(B) Statement of operations and statement of changes in net assets for the period September 29, 2021 (commencement of investment operations) through May 31, 2022.

(C) Statement of operations, statement of changes in net assets and statement of cash flows for the period October 18, 2021 (commencement of investment operations) through May 31, 2022.

(D) Statement of operations and statement of changes in net assets for the period March 15, 2022 (commencement of investment operations) through May 31, 2022.

(E) Statement of operations for the year ended May 31, 2022 and statement of changes in net assets for the year ended May 31, 2022 and for the period October 14, 2020 (commencement of investment operations) through May 31, 2021.

(F) Statement of operations and statement of changes in net assets for the period October 26, 2021 (commencement of investment operations) through May 31, 2022.

(G) Statement of operations for the year ended May 31, 2022 and statement of changes in net assets for the year ended May 31, 2022 and for the period May 18, 2021 (commencement of investment operations) through May 31, 2021.

(H) Statement of operations and statement of changes in net assets for the period April 6, 2022 (commencement of investment operations) through May 31, 2022.

(I) Statement of operations for the year ended May 31, 2022 and statement of changes in net assets for the year ended May 31, 2022 and for the period January 19, 2021 (commencement of investment operations) through May 31, 2021.

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of May 31, 2022 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/ PricewaterhouseCoopers LLP

Baltimore, Maryland

July 27, 2022

We have served as the auditor of one or more investment companies in ProFunds and ProShares Trust group since 1997.

2

(b) Securities Divested of in accordance with Section 13(c) of the Investment Company Act of 1940.

Not applicable.

Item 7. Disclosure Of Proxy Voting Policies And Procedures For Closed-End Management Investment Companies.

Not applicable to the Registrant.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to the Registrant.

Item 9. Purchase of Equity Securities By Closed-End Management Investment Company And Affiliated Purchasers.

Not applicable to the Registrant.

Item 10. Submission of Matters to a Vote of Security Holders.

The Registrant did not have in place procedures by which shareholders may recommend nominees to the Registrant’s board of trustees.

Item 11. Controls and Procedures.

(a) The Registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the Registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) There were no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to the Registrant.

Item 13. Exhibits.

(a)(1) The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.

(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3) Not applicable.

(a)(4) Not applicable.

(b) Certification required by Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ProShares Trust
By:	/s/ Todd B. Johnson
	Todd B. Johnson
	President
	August 5, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Todd B. Johnson
	Todd B. Johnson
	President
	August 5, 2022
By:	/s/ Maria Clem Sell
	Maria Clem Sell
	Treasurer
	August 5, 2022