FEBRUARY

29,

2024

(UNAUDITED)

::

BITCOIN

&

ETHER

EQUAL

WEIGHT

STRATEGY

ETF

CONSOLIDATED

SCHEDULE

OF

PORTFOLIO

INVESTMENTS

PROSHARES

TRUST

1

BETE

::

Investments

Principal

Amount

Value

Short-Term

Investments

—

50

.9

%

Repurchase

Agreements

(a)

—

50

.9

%

Repurchase

Agreements

with

various

counterparties,

rates

5.2%

-

5.3%,

dated

2/29/2024,

due

3/1/2024,

total

to

be

received

$2,893,288

(Cost

$2,892,862)

$

2,892,862

$

2,892,862

Total

Investments

—

50.9%

(Cost

$2,892,862)

2,892,862

Other

assets

less

liabilities

—

49.1%

2,790,253

Net

Assets

—

100.0%

$

5,683,115

(a)

The

Fund

invests

in

Repurchase

Agreements

jointly

with

other

funds

in

the

Trust.

See

"Repurchase

Agreements"

in

the

Notes

to

Schedules

of

Portfolio

Investments

to

view

the

details

of

each

individual

agreement

and

counterparty

as

well

as

a

description

of

the

securities

subject

to

repurchase.

Futures

Contracts

Purchased

Bitcoin

&

Ether

Equal

Weight

Strategy

ETF

had

the

following

open

long

futures

contracts

as

of

February

29,

2024:

Number

of

Contracts

AAAAAA

Expiration

Date

AAAAAA

Trading

Currency

AA

Notional

Amount

AAAAAA

Value

and

Unrealized

Appreciation

/

(Depreciation)

AAAAAA

CME

Bitcoin

8

3/28/2024

U.S.

Dollar

$

2,510,400

$

300,769

CME

Ether

16

3/28/2024

U.S.

Dollar

2,755,200

198,148

CME

Micro

Bitcoin

40

3/28/2024

U.S.

Dollar

251,040

17,863

CME

Micro

Ether

123

3/28/2024

U.S.

Dollar

42,361

(

77

)

$

516,703

BITCOIN

&

ETHER

MARKET

CAP

WEIGHT

STRATEGY

ETF

::

FEBRUARY

29,

2024

(UNAUDITED)

CONSOLIDATED

SCHEDULE

OF

PORTFOLIO

INVESTMENTS

PROSHARES

TRUST

2

BETH

::

Investments

Principal

Amount

Value

Short-Term

Investments

—

71

.5

%

Repurchase

Agreements

(a)

—

71

.5

%

Repurchase

Agreements

with

various

counterparties,

rates

5.2%

-

5.3%,

dated

2/29/2024,

due

3/1/2024,

total

to

be

received

$4,175,606

(Cost

$4,174,992)

$

4,174,992

$

4,174,992

Total

Investments

—

71.5%

(Cost

$4,174,992)

4,174,992

Other

assets

less

liabilities

—

28.5%

1,666,009

Net

Assets

—

100.0%

$

5,841,001

(a)

The

Fund

invests

in

Repurchase

Agreements

jointly

with

other

funds

in

the

Trust.

See

"Repurchase

Agreements"

in

the

Notes

to

Schedules

of

Portfolio

Investments

to

view

the

details

of

each

individual

agreement

and

counterparty

as

well

as

a

description

of

the

securities

subject

to

repurchase.

Futures

Contracts

Purchased

Bitcoin

&

Ether

Market

Cap

Weight

Strategy

ETF

had

the

following

open

long

futures

contracts

as

of

February

29,

2024:

Number

of

Contracts

AAAAAA

Expiration

Date

AAAAAA

Trading

Currency

AA

Notional

Amount

AAAAAA

Value

and

Unrealized

Appreciation

/

(Depreciation)

AAAAAA

CME

Bitcoin

13

3/28/2024

U.S.

Dollar

$

4,079,400

$

652,704

CME

Ether

8

3/28/2024

U.S.

Dollar

1,377,600

155,101

CME

Micro

Bitcoin

25

3/28/2024

U.S.

Dollar

156,900

(

207

)

CME

Micro

Ether

150

3/28/2024

U.S.

Dollar

51,660

5,787

$

813,385

FEBRUARY

29,

2024

(UNAUDITED)

::

BITCOIN

STRATEGY

ETF

CONSOLIDATED

SCHEDULE

OF

PORTFOLIO

INVESTMENTS

PROSHARES

TRUST

3

BITO

::

Investments

Principal

Amount

Value

Short-Term

Investments

—

69.3%

Repurchase

Agreements

(a)

—

31.8%

Repurchase

Agreements

with

various

counterparties,

rates

5.2%

-

5.3%,

dated

2/29/2024,

due

3/1/2024,

total

to

be

received

$840,548,933

(Cost

$840,425,297)

$

840,425,297

$

840,425,297

U.S.

Treasury

Obligations

—

37.5%

U.S.

Treasury

Bills

5.29%,

5/9/2024

(b)

(Cost

$989,985,417)

1,000,000,000

989,942,290

Total

Short-Term

Investments

(Cost

$1,830,410,714)

1,830,367,587

Total

Investments

—

69.3%

(Cost

$1,830,410,714)

1,830,367,587

Other

assets

less

liabilities

—

30.7%

812,074,448

Net

Assets

—

100.0%

$

2,642,442,035

(a)

The

Fund

invests

in

Repurchase

Agreements

jointly

with

other

funds

in

the

Trust.

See

"Repurchase

Agreements"

in

the

Notes

to

Schedules

of

Portfolio

Investments

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

February

29,

2024.

Futures

Contracts

Purchased

Bitcoin

Strategy

ETF

had

the

following

open

long

futures

contracts

as

of

February

29,

2024:

Number

of

Contracts

AAAAAA

Expiration

Date

AAAAAA

Trading

Currency

AA

Notional

Amount

AAAAAA

Value

and

Unrealized

Appreciation

AAAAAA

CME

Bitcoin

3,792

3/28/2024

U.S.

Dollar

$

1,189,929,600

$

397,170,602

CME

Bitcoin

4,266

4/26/2024

U.S.

Dollar

1,352,002,050

208,990,658

$

606,161,260

Swap

Agreements

Bitcoin

Strategy

ETF

had

the

following

open

non-exchange

traded

total

return

swap

agreements

as

of

February

29,

2024:

Notional

Amount  

($)

Termination

Date

a

Counterparty

Rate

Paid

(Received)

b

Reference

Instrument

Value

and

Unrealized

Appreciation

($)

34,609,427

3/6/2024

Societe

Generale

1.00%

S&P

CME

Bitcoin

Futures

Index

10,452,894

34,609,427

10,452,894

Total

Unrealized

Appreciation

10,452,894

a

Agreements

may

be

terminated

at

will

by

either

party

without

penalty.

Payment

is

due

at

termination/maturity.

b

Reflects

the

floating

financing

rate,

as

of

February

29,

2024,

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).

ETHER

STRATEGY

ETF

::

FEBRUARY

29,

2024

(UNAUDITED)

CONSOLIDATED

SCHEDULE

OF

PORTFOLIO

INVESTMENTS

PROSHARES

TRUST

4

EETH

::

Investments

Principal

Amount

Value

Short-Term

Investments

—

65

.0

%

Repurchase

Agreements

(a)

—

65

.0

%

Repurchase

Agreements

with

various

counterparties,

rates

5.2%

-

5.3%,

dated

2/29/2024,

due

3/1/2024,

total

to

be

received

$35,658,004

(Cost

$35,652,760)

$

35,652,760

$

35,652,760

Total

Investments

—

65.0%

(Cost

$35,652,760)

35,652,760

Other

assets

less

liabilities

—

35.0%

19,226,580

Net

Assets

—

100.0%

$

54,879,340

(a)

The

Fund

invests

in

Repurchase

Agreements

jointly

with

other

funds

in

the

Trust.

See

"Repurchase

Agreements"

in

the

Notes

to

Schedules

of

Portfolio

Investments

to

view

the

details

of

each

individual

agreement

and

counterparty

as

well

as

a

description

of

the

securities

subject

to

repurchase.

Futures

Contracts

Purchased

Ether

Strategy

ETF

had

the

following

open

long

futures

contracts

as

of

February

29,

2024:

Number

of

Contracts

AAAAAA

Expiration

Date

AAAAAA

Trading

Currency

AA

Notional

Amount

AAAAAA

Value

and

Unrealized

Appreciation

AAAAAA

CME

Ether

316

3/28/2024

U.S.

Dollar

$

54,415,200

$

6,358,747

FEBRUARY

29,

2024

(UNAUDITED)

::

SHORT

BITCOIN

STRATEGY

ETF

CONSOLIDATED

SCHEDULE

OF

PORTFOLIO

INVESTMENTS

PROSHARES

TRUST

5

BITI

::

Investments

Principal

Amount

Value

Short-Term

Investments

—

76

.2

%

Repurchase

Agreements

(a)

—

76

.2

%

Repurchase

Agreements

with

various

counterparties,

rates

5.2%

-

5.3%,

dated

2/29/2024,

due

3/1/2024,

total

to

be

received

$61,166,328

(Cost

$61,157,333)

$

61,157,333

$

61,157,333

Total

Investments

—

76.2%

(Cost

$61,157,333)

61,157,333

Other

assets

less

liabilities

—

23.8%

19,093,329

Net

Assets

—

100.0%

$

80,250,662

(a)

The

Fund

invests

in

Repurchase

Agreements

jointly

with

other

funds

in

the

Trust.

See

"Repurchase

Agreements"

in

the

Notes

to

Schedules

of

Portfolio

Investments

to

view

the

details

of

each

individual

agreement

and

counterparty

as

well

as

a

description

of

the

securities

subject

to

repurchase.

Futures

Contracts

Sold

Short

Bitcoin

Strategy

ETF

had

the

following

open

short

futures

contracts

as

of

February

29,

2024:

Number

of

Contracts

A

Expiration

Date

A

Trading

Currency

A

Notional

Amount

A

Value

and

Unrealized

Depreciation

A

CME

Bitcoin

255

3/28/2024

U.S.

Dollar

$

80,019,000

$

(

12,607,132

)

SHORT

ETHER

STRATEGY

ETF

::

FEBRUARY

29,

2024

(UNAUDITED)

CONSOLIDATED

SCHEDULE

OF

PORTFOLIO

INVESTMENTS

PROSHARES

TRUST

6

SETH

::

Investments

Principal

Amount

Value

Short-Term

Investments

—

75

.8

%

Repurchase

Agreements

(a)

—

75

.8

%

Repurchase

Agreements

with

various

counterparties,

rates

5.2%

-

5.3%,

dated

2/29/2024,

due

3/1/2024,

total

to

be

received

$776,273

(Cost

$776,157)

$

776,157

$

776,157

Total

Investments

—

75.8%

(Cost

$776,157)

776,157

Other

assets

less

liabilities

—

24.2%

248,108

Net

Assets

—

100.0%

$

1,024,265

(a)

The

Fund

invests

in

Repurchase

Agreements

jointly

with

other

funds

in

the

Trust.

See

"Repurchase

Agreements"

in

the

Notes

to

Schedules

of

Portfolio

Investments

to

view

the

details

of

each

individual

agreement

and

counterparty

as

well

as

a

description

of

the

securities

subject

to

repurchase.

Futures

Contracts

Sold

Short

Ether

Strategy

ETF

had

the

following

open

short

futures

contracts

as

of

February

29,

2024:

Number

of

Contracts

A

Expiration

Date

A

Trading

Currency

A

Notional

Amount

A

Value

and

Unrealized

Depreciation

A

CME

Ether

5

3/28/2024

U.S.

Dollar

$

861,000

$

(

97,052

)

CME

Micro

Ether

463

3/28/2024

U.S.

Dollar

159,457

(

8,017

)

$

(

105,069

)

NOTES

TO

FINANCIAL

STATEMENTS

::

FEBRUARY

29,

2024

(UNAUDITED)

::

7

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

effecting

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

February

29,

2024,

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.

Each

Repurchase

Agreement

was

fully

collateralized

by

U.S.

government

and/or

agency

securities

at

February

29,

2024

as

follows: 

Fund

Name

A

Bank

of

America

Securities,

Inc.,  5.3%,

dated

02/29/2024

due

03/01/2024

(a)

Barclays

Capital,

Inc.,  5.2%,

dated

02/29/2024

due

03/01/2024

(b)

Barclays

Capital,

Inc.,  5.28%,

dated

02/29/2024

due

03/01/2024

(c)

BNP

Paribas

Securities

Corp.,

5.3%,

dated

2/29/2024

due

03/01/2024

(d)

ING

Financial

Markets

LLC,

5.3%,

dated

02/29/2024

due

03/01/2024

(e)

Total

Bitcoin

&

Ether

Equal

Weight

Strategy

ETF

...........

$

437,597

$

63,650

$

251,370

$

1,511,698

$

628,547

$

2,892,862

Bitcoin

&

Ether

Market

Cap

Weight

Strategy

ETF

.......

631,541

91,861

362,778

2,181,689

907,123

4,174,992

Bitcoin

Strategy

ETF

..........................

127,129,207

18,491,521

73,027,176

439,173,623

182,603,770

840,425,297

Ether

Strategy

ETF

...........................

5,393,111

784,453

3,097,980

18,630,747

7,746,469

35,652,760

Short

Bitcoin

Strategy

ETF

......................

9,251,130

1,345,619

5,314,151

31,958,447

13,287,986

61,157,333

Short

Ether

Strategy

ETF

.......................

117,414

17,077

67,446

405,571

168,649

776,157

$

142,960,000

$

20,794,181

$

82,120,901

$

493,861,775

$

205,342,544

$

945,079,401

(a)

U.S.

Treasury

Bonds,

0%

to

4.75%,

due

8/15/2033

to

8/15/2048;

U.S.

Treasury

Notes,

0.13%

to

4.88%,

due

8/31/2024

to

1/15/2030,

which

had

an

aggregate

value

at

the

Trust

level

of

$561,000,000.

(b)

U.S.

Treasury

Notes,

4.88%,

due

10/31/2030,

which

had

an

aggregate

value

at

the

Trust

level

of

$81,600,038.

(c)

U.S.

Treasury

Notes,

3.63%

to

4.88%,

due

5/31/2028

to

10/31/2030

,

which

had

an

aggregate

value

at

the

Trust

level

of

$322,256,847.

(d)

U.S.

Treasury

Bills,

0%,

due

5/14/2024

to

8/8/2024;

U.S.

Treasury

Bonds,

0%

to

6.75%,

due

1/15/2025

to

8/15/2052;

U.S.

Treasury

Notes,

0.13%

to

5.25%,

due

4/30/2024

to

7/15/2031,

which

had

an

aggregate

value

at

the

Trust

level

of

$1,938,000,138.

(e)

Federal

Home

Loan

Banks,

0%,

due

3/28/2024

to

11/1/2024;

U.S.

Treasury

Bills,

0%,

due

4/2/2024

to

10/31/2024;

U.S.

Treasury

Bonds,

1.88%

to

4.38%,

due

2/15/2041

to

5/15/2049;

U.S.

Treasury

Notes,

0.25%

to

4.63%,

due

1/31/2025

to

2/15/2034,

which

had

an

aggregate

value

at

the

Trust

level

of

$805,801,009.