UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2024.

or

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from    to     .

Commission file number: 001-34200

PROSHARES TRUST II

(Exact name of registrant as specified in its charter)

Delaware	87-6284802
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

c/o ProShare Capital Management LLC

7272 Wisconsin Avenue, 21st Floor

Bethesda, Maryland 20814

(Address of principal executive offices) (Zip Code)

(240) 497-6400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
ProShares Short VIX Short-Term Futures ETF	SVXY	Cboe BZX Exchange
ProShares Ultra Bloomberg Crude Oil	UCO	NYSE Arca
ProShares Ultra Bloomberg Natural Gas	BOIL	NYSE Arca
ProShares Ultra Euro	ULE	NYSE Arca
ProShares Ultra Gold	UGL	NYSE Arca
ProShares Ultra Silver	AGQ	NYSE Arca
ProShares Ultra VIX Short-Term Futures ETF	UVXY	Cboe BZX Exchange
ProShares Ultra Yen	YCL	NYSE Arca
ProShares UltraShort Bloomberg Crude Oil	SCO	NYSE Arca
ProShares UltraShort Bloomberg Natural Gas	KOLD	NYSE Arca
ProShares UltraShort Euro	EUO	NYSE Arca
ProShares UltraShort Gold	GLL	NYSE Arca
ProShares UltraShort Silver	ZSL	NYSE Arca
ProShares UltraShort Yen	YCS	NYSE Arca
ProShares VIX Mid-Term Futures ETF	VIXM	Cboe BZX Exchange
ProShares VIX Short-Term Futures ETF	VIXY	Cboe BZX Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  ☒ Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☐
Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). ☐ Yes ☒ No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☒ Yes  ☐ No

As of August 4, 2024, the registrant had 147,109,561 shares of common stock, $0 par value per share, outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q ( the “Form 10-Q/A”) amends and restates certain items noted below in the Quarterly Report on Form 10-Q of ProShares Trust II (the “Registrant”) for the quarterly period ended June 30, 2024, as originally filed with the Securities and Exchange Commission (“SEC”) on August 8, 2024 (the “Original Form 10-Q”).

Background and Effect of the Restatement

As previously disclosed in the Registrant’s Current Reports on Form 8-K dated November 18, 2024, management of the Registrant (“Management”), concluded that the financial statements of the Registrant in the following reports should no longer be relied upon:

• the previously filed Annual Report on Form 10-K for the fiscal year ended December 31, 2023;

• the previously filed Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024; and

• the previously filed Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024.

The determinations made by Management resulted from the following errors in the relevant prior financial statements identified by the Registrant during preparation of its financial statements as of and for the three months ended September 30, 2024:

• In the Statements of Financial Condition, an understatement of “Segregated cash balances with brokers for futures contracts” and overstatement or understatement of “Receivable (Payable) on open futures contracts”.

• In the Statements of Cash Flows, incorrect balances within the “Decrease (Increase) in receivable/payable on open futures contracts”, “Net cash provided by (used in) operating activities”, “Cash, beginning of period” and “Cash, end of period”.

Management determined that the misclassifications described above did not have any impact on the Registrant’s performance, investment results, net asset values, income and distributions. These errors were classification errors related to Futures Commission Merchant accounts of one broker and there is no impact on the net futures exposure to the Registrant.

This Amendment reflects the correction of the classification errors described above, which were identified subsequent to the filing of the Original Form 10-Q.

Restatement of Other Financial Statements

In addition to this Quarterly Report on Form 10-Q/A, the Registrant is concurrently filing amendments to its Annual Report on Form 10-K/A for the year ended December 31, 2023, (the “Form 10-K/A”) and Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2024, (the “Form10-Q/A”). The Registrant is filing the Form 10-K/A and the Form 10-Q/A to restate its financial statements and related financial information for the periods contained in those reports in relation to the errors described above.

Internal Control Considerations

As a result of the errors described above and the restatement of the Original Form 10-Q, the Registrant’s management has re-evaluated the effectiveness of the Registrant’s disclosure controls and procedures and internal control over financial reporting as of June 30, 2024. Management has concluded that the Registrant’s disclosure controls and procedures with respect to controls related to the classification of the account balances with futures commission merchants (“FCMs”) described above were not effective as of June 30, 2024, and its internal control over financial reporting with respect to such account balances was not effective as of June 30, 2024, due to the following material weakness in internal control over financial reporting with respect to such account balances. Specifically, there was a material weakness in the design of a control activity with respect to the presentation of the FCM accounts indicated above within the Statements of Financial Condition and Statements of Cash Flows. See additional discussion included in Part I, Item 4. “Controls and Procedures” of this Quarterly Report on Form 10-Q/A.

Items Amended in this Annual Report on Form 10-Q/A

For the convenience of the reader, this Quarterly Report on Form 10-Q/A presents the Original Form 10-Q in its entirety.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the following sections in the Original Form 10-Q have been revised in this Amendment:

• Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

• Part I, Item 1. “Financial Statements (unaudited)”;

• Part I, Item 4. “Controls and Procedures”; and

• Part II, Item 6. “Exhibits.”

The Registrant is also including with this Quarterly Report on Form 10-Q/A currently dated certifications of the Registrant’s principal executive officer and principal financial officer (included in Part II, Item 6. “Exhibits” and attached as Exhibits 31.1, 31.2, 32.1 and 32.2).

Additionally, as required and discussed in Note 8 to our financial statements, the Registrant presents the share amounts and per share calculations throughout this Quarterly Report on Form 10-Q/A on a retrospective basis to reflect reverse stock splits and forward stock splits which have occurred subsequent to the filing of the Original Form 10-Q.

This Quarterly Report on Form 10-Q/A is presented as of the date of the Original Form 10-Q and does not reflect adjustments for events occurring after June 30, 2024, the date of the Original Form 10-Q, except to the extent they are otherwise required to be included and discussed herein and does not substantively modify or update the disclosures herein other than as required to reflect the adjustments described above. Among other things, forward-looking statements made in the Original Form 10-Q have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original Form 10-Q, other than the adjustments described above, and such forward-looking statements should be read in conjunction with our filings with the SEC, including those subsequent to the filing of the Original Form 10-Q.

PROSHARES TRUST II

Table of Contents

	Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited).		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		126
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		173
Item 4. Controls and Procedures.		187
Part II. OTHER INFORMATION
Item 1. Legal Proceedings.		189
Item 1A. Risk Factors.		189
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		190
Item 3. Defaults Upon Senior Securities.		192
Item 4. Mine Safety Disclosures.		192
Item 5. Other Information.		192
Item 6. Exhibits.		193

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Index

Documents	Page
Statements of Financial Condition, Schedule of Investments, Statements of Operations, Statements of Changes in Shareholders’ Equity, and Statements of Cash Flows:
ProShares Short VIX Short-Term Futures ETF		2
ProShares Ultra Bloomberg Crude Oil		7
ProShares Ultra Bloomberg Natural Gas		12
ProShares Ultra Euro		17
ProShares Ultra Gold		22
ProShares Ultra Silver		27
ProShares Ultra VIX Short-Term Futures ETF		32
ProShares Ultra Yen		37
ProShares UltraShort Bloomberg Crude Oil		42
ProShares UltraShort Bloomberg Natural Gas		47
ProShares UltraShort Euro		52
ProShares UltraShort Gold		57
ProShares UltraShort Silver		62
ProShares UltraShort Yen		67
ProShares VIX Mid-Term Futures ETF		72
ProShares VIX Short-Term Futures ETF		77
ProShares Trust II		82
Notes to Financial Statements		86

1

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
	(As Restated)		(As Restated)
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $169,045,239 and $109,391,681, respectively)	$	169,047,283	$	109,410,342
Cash		33,687,181		54,492,235
Segregated cash balances with brokers for futures contracts		94,220,318		107,839,052
Receivable on open futures contracts		3,623,578		11,214,160
Interest receivable		496,309		456,930
Total assets		301,074,669		283,412,719
Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		15,522,316
Payable on open futures contracts		2,131,041		447,611
Brokerage commissions and futures account fees payable		—		9,571
Payable to Sponsor		231,113		248,862
Total liabilities		2,362,154		16,228,360
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		298,712,515		267,184,359
Total liabilities and shareholders’ equity	$	301,074,669	$	283,412,719
Shares outstanding (Note 1)		4,868,614		5,168,614
Net asset value per share (Note 1)	$	61.35	$	51.69
Market value per share (Note 1) (Note 2)	$	61.39	$	51.70

See accompanying notes to financial statements.

2

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(57% of shareholders’ equity)
U.S. Treasury Bills^^:
5.288% due 07/09/24	$	80,000,000	$	79,906,936
5.321% due 09/05/24		90,000,000		89,140,347
Total short-term U.S. government and agency obligations (cost $169,045,239)			$	169,047,283

Futures Contracts Sold
	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - Cboe, expires July 2024		5,997	$	84,094,732	$	2,965,349
VIX Futures - Cboe, expires August 2024		4,360		65,139,272		869,850
					$	3,835,199

^^ Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

3

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	3,457,223		$	2,437,210		$	6,766,508		$	4,546,332
Expenses
Management fee		702,645			617,036			1,443,041			1,182,813
Brokerage commissions		170,317			123,422			341,916			249,925
Total expenses		872,962			740,458			1,784,957			1,432,738
Net investment income (loss)		2,584,261			1,696,752			4,981,551			3,113,594
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		26,761,918			65,228,142			55,258,866			94,832,290
Short-term U.S. government and agency obligations		—			(25,811	)		17,669			(25,811	)
Net realized gain (loss)		26,761,918			65,202,331			55,276,535			94,806,479
Change in net unrealized appreciation (depreciation) on
Futures contracts		(4,177,838	)		9,658,017			(8,805,425	)		12,836,824
Short-term U.S. government and agency obligations		10,617			15,084			(16,617	)		(8,546	)
Change in net unrealized appreciation (depreciation)		(4,167,221	)		9,673,101			(8,822,042	)		12,828,278
Net realized and unrealized gain (loss)		22,594,697			74,875,432			46,454,493			107,634,757
Net income (loss)	$	25,178,958		$	76,572,184		$	51,436,044		$	110,748,351

See accompanying notes to financial statements.

4

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	313,978,799		$	295,340,393		$	267,184,359		$	339,591,638
Addition of 350,000, 1,100,000, 2,750,000 and 6,000,000 shares, respectively (Note 1)		18,814,510			38,020,154			147,244,261			185,319,488
Redemption of 1,050,000, 3,700,000, 3,050,000 and 10,900,000 shares, respectively (Note 1)		(59,259,752	)		(127,579,464	)		(167,152,149	)		(353,306,210	)
Net addition (redemption) of (700,000), (2,600,000), (300,000) and (4,900,000) shares, respectively (Note 1)		(40,445,242	)		(89,559,310	)		(19,907,888	)		(167,986,722	)
Net investment income (loss)		2,584,261			1,696,752			4,981,551			3,113,594
Net realized gain (loss)		26,761,918			65,202,331			55,276,535			94,806,479
Change in net unrealized appreciation (depreciation)		(4,167,221	)		9,673,101			(8,822,042	)		12,828,278
Net income (loss)		25,178,958			76,572,184			51,436,044			110,748,351
Shareholders’ equity, end of period	$	298,712,515		$	282,353,267		$	298,712,515		$	282,353,267

See accompanying notes to financial statements.

5

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
	(As Restated)			(As Restated)
Cash flow from operating activities
Net income (loss)	$	51,436,044		$	110,748,351
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(316,469,775	)		(278,358,687	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		260,017,669			334,826,194
Net amortization and accretion on short-term U.S. government and agency obligations		(3,183,783	)		(1,921,222	)
Net realized (gain) loss on investments		(17,669	)		25,811
Change in unrealized (appreciation) depreciation on investments		16,617			8,546
Decrease (Increase) in receivable on open futures contracts		7,590,582			32,523,950
Decrease (Increase) in interest receivable		(39,379	)		43,386
Increase (Decrease) in payable to Sponsor		(17,749	)		(131,814	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(9,571	)		(12,820	)
Increase (Decrease) in payable on open futures contracts		1,683,430			—
Net cash provided by (used in) operating activities		1,006,416			197,751,695
Cash flow from financing activities
Proceeds from addition of shares		147,244,261			185,319,488
Payment on shares redeemed		(182,674,465	)		(359,168,024	)
Net cash provided by (used in) financing activities		(35,430,204	)		(173,848,536	)
Net increase (decrease) in cash		(34,423,788	)		23,903,159
Cash, beginning of period		162,331,287			160,907,259
Cash, end of period	$	127,907,499		$	184,810,418

See accompanying notes to financial statements.

6

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $387,837,316 and $233,435,026, respectively)	$	387,833,913	$	233,476,941
Cash		12,820,186		123,662,313
Segregated cash balances with brokers for futures contracts		26,299,037		70,781,753
Segregated cash balances with brokers for swap agreements		44,908,000		203,734,760
Unrealized appreciation on swap agreements		55,947,592		17,954,935
Receivable from capital shares sold		—		5,255,022
Receivable on open futures contracts		201,572		—
Interest receivable		314,624		568,017
Total assets		528,324,924		655,433,741
Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		409,282		2,099,944
Brokerage commissions and futures account fees payable		—		5,682
Payable to Sponsor		429,547		534,678
Total liabilities		838,829		2,640,304
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		527,486,095		652,793,437
Total liabilities and shareholders’ equity	$	528,324,924	$	655,433,741
Shares outstanding		15,743,096		24,843,096
Net asset value per share	$	33.51	$	26.28
Market value per share (Note 2)	$	33.50	$	26.10

See accompanying notes to financial statements.

7

PROSHARES ULTRA BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(74% of shareholders’ equity)
U.S. Treasury Bills^^:
5.349% due 07/09/24†	$	90,000,000	$	89,895,303
5.311% due 08/08/24†		200,000,000		198,893,780
5.310% due 09/05/24†		100,000,000		99,044,830
Total short-term U.S. government and agency obligations (cost $387,837,316)			$	387,833,913

Futures Contracts Purchased
	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil - NYMEX, expires September 2024		713	$	57,496,320	$	5,520,380
WTI Crude Oil - NYMEX, expires December 2024		757		59,303,380		4,061,570
WTI Crude Oil - NYMEX, expires June 2025		783		58,928,580		3,300,495
					$	12,882,445

Total Return Swap Agreements^
	Rate Paid (Received)*			Termination Date		Notional Amount at Value**		Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Commodity Balanced WTI Crude Oil Index		0.35	%		07/08/24	$	188,892,450	$	12,016,665
Swap agreement with Goldman Sachs International based on Bloomberg Commodity Balanced WTI Crude Oil Index		0.35			07/08/24		259,202,833		16,489,562
Swap agreement with Morgan Stanley & Co. International PLC based on Bloomberg Commodity Balanced WTI Crude Oil Index		0.35			07/08/24		78,742,345		5,009,308
Swap agreement with Societe Generale based on Bloomberg Commodity Balanced WTI Crude Oil Index		0.25			07/08/24		196,752,460		12,527,793
Swap agreement with UBS AG based on Bloomberg Commodity Balanced WTI Crude Oil Index		0.30			07/08/24		155,618,166		9,904,264
							Total Unrealized Appreciation	$	55,947,592

† All or partial amount pledged as collateral for swap agreements.

^ The positions and counterparties herein are as of June 30, 2024. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^ Rates shown represent discount rate at the time of purchase.

* Reflects the floating financing rate, as of June 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

** For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

8

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	6,506,199		$	5,878,092		$	11,516,649		$	11,886,000
Expenses
Management fee		1,344,787			1,744,998			2,821,804			3,619,616
Brokerage commissions		42,976			94,303			104,780			188,647
Total expenses		1,387,763			1,839,301			2,926,584			3,808,263
Net investment income (loss)		5,118,436			4,038,791			8,590,065			8,077,737
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		11,985,445			29,371,809			28,452,282			40,205,833
Swap agreements		(5,028,524	)		(105,727,226	)		71,623,239			(30,780,823	)
Short-term U.S. government and agency obligations		696			(59,378	)		13,201			(59,378	)
Net realized gain (loss)		6,957,617			(76,414,795	)		100,088,722			9,365,632
Change in net unrealized appreciation (depreciation) on
Futures contracts		(9,029,300	)		(20,075,857	)		16,397,677			(16,873,410	)
Swap agreements		8,281,227			65,510,145			37,992,657			(75,851,818	)
Short-term U.S. government and agency obligations		9,247			104,869			(45,318	)		53,943
Change in net unrealized appreciation (depreciation)		(738,826	)		45,539,157			54,345,016			(92,671,285	)
Net realized and unrealized gain (loss)		6,218,791			(30,875,638	)		154,433,738			(83,305,653	)
Net income (loss)	$	11,337,227		$	(26,836,847	)	$	163,023,803		$	(75,227,916	)

See accompanying notes to financial statements.

9

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	597,176,895		$	811,668,456		$	652,793,437		$	859,094,274
Addition of 5,050,000, 15,550,000, 9,100,000 and 34,650,000 shares, respectively		156,948,695			353,363,209			265,988,522			812,713,784
Redemption of 7,300,000, 15,050,000, 18,200,000 and 31,950,000 shares, respectively		(237,976,722	)		(400,000,450	)		(554,319,667	)		(858,385,774	)
Net addition (redemption) of (2,250,000), 500,000, (9,100,000) and 2,700,000 shares, respectively		(81,028,027	)		(46,637,241	)		(288,331,145	)		(45,671,990	)
Net investment income (loss)		5,118,436			4,038,791			8,590,065			8,077,737
Net realized gain (loss)		6,957,617			(76,414,795	)		100,088,722			9,365,632
Change in net unrealized appreciation (depreciation)		(738,826	)		45,539,157			54,345,016			(92,671,285	)
Net income (loss)		11,337,227			(26,836,847	)		163,023,803			(75,227,916	)
Shareholders’ equity, end of period	$	527,486,095		$	738,194,368		$	527,486,095		$	738,194,368

See accompanying notes to financial statements.

10

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	163,023,803		$	(75,227,916	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(750,343,317	)		(8,286,191,814	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		604,658,733			8,193,611,806
Net amortization and accretion on short-term U.S. government and agency obligations		(8,704,505	)		(7,958,372	)
Net realized (gain) loss on investments		(13,201	)		59,378
Change in unrealized (appreciation) depreciation on investments		(37,947,339	)		75,797,875
Decrease (Increase) in receivable on open futures contracts		(201,572	)		5,619,393
Decrease (Increase) in interest receivable		253,393			168,779
Increase (Decrease) in payable to Sponsor		(105,131	)		(81,887	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(5,682	)		492
Increase (Decrease) in payable on open futures contracts		(1,690,662	)		1,541,204
Net cash provided by (used in) operating activities		(31,075,480	)		(92,661,062	)
Cash flow from financing activities
Proceeds from addition of shares		271,243,544			812,713,784
Payment on shares redeemed		(554,319,667	)		(870,743,885	)
Net cash provided by (used in) financing activities		(283,076,123	)		(58,030,101	)
Net increase (decrease) in cash		(314,151,603	)		(150,691,163	)
Cash, beginning of period		398,178,826			476,600,261
Cash, end of period	$	84,027,223		$	325,909,098

See accompanying notes to financial statements.

11

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
	(As Restated)		(As Restated)
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $– and $64,445,510, respectively)	$	—	$	64,459,117
Cash		335,101,326		326,252,692
Segregated cash balances with brokers for futures contracts		170,641,492		374,861,689
Receivable from capital shares sold		78,742,578		4,281,925
Receivable on open futures contracts		—		—
Interest receivable		836,761		1,925,643
Total assets		585,322,157		771,781,066
Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		19,366,361
Payable on open futures contracts		44,230,752		21,843,883
Brokerage commissions and futures account fees payable		12,372		52,349
Payable to Sponsor		435,212		625,665
Total liabilities		44,678,336		41,888,258
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		540,643,821		729,892,808
Total liabilities and shareholders’ equity	$	585,322,157	$	771,781,066
Shares outstanding (Note 8)		6,933,709		5,113,709
Net asset value per share (Note 8)	$	77.97	$	142.73
Market value per share (Note 2) (Note 8)	$	78.35	$	142.20

See accompanying notes to financial statements.

12

PROSHARES ULTRA BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

Futures Contracts Purchased
	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Natural Gas - NYMEX, expires September 2024		41,612	$	1,081,079,760	$	(153,035,669	)

See accompanying notes to financial statements.

13

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	6,418,687		$	8,866,705		$	12,870,827		$	17,825,228
Expenses
Management fee		1,323,880			2,588,571			2,773,307			4,916,981
Brokerage commissions		785,377			1,145,371			1,488,469			2,098,150
Futures account fees		53,176			211,785			142,161			399,478
Total expenses		2,162,433			3,945,727			4,403,937			7,414,609
Net investment income (loss)		4,256,254			4,920,978			8,466,890			10,410,619
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		211,772,181			(539,203,219	)		(30,408,733	)		(1,639,994,302	)
Swap agreements		–			(77,680,050	)		–			(38,520,261	)
Short-term U.S. government and agency obligations		–			(3,646	)		–			(7,216	)
Net realized gain (loss)		211,772,181			(616,886,915	)		(30,408,733	)		(1,678,521,779	)
Change in net unrealized appreciation (depreciation) on
Futures contracts		(60,263,391	)		572,850,724			(196,642,739	)		558,949,406
Swap agreements		–			85,176,576			–			46,088,257
Short-term U.S. government and agency obligations		–			29,724			(13,607	)		9,671
Change in net unrealized appreciation (depreciation)		(60,263,391	)		658,057,024			(196,656,346	)		605,047,334
Net realized and unrealized gain (loss)		151,508,790			41,170,109			(227,065,079	)		(1,073,474,445	)
Net income (loss)	$	155,765,044		$	46,091,087		$	(218,598,189	)	$	(1,063,063,826	)

See accompanying notes to financial statements.

14

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	580,741,377		$	1,139,983,773		$	729,892,808		$	586,151,113
Addition of 4,870,000, 2,758,500, 12,890,000 and 6,553,000 shares, respectively (Note 8)		387,753,452			814,876,179			1,118,271,219			3,160,825,013
Redemption of 6,780,000, 2,565,000, 11,070,000 and 3,591,500 shares, respectively (Note 8)		(583,616,052	)		(859,929,761	)		(1,088,922,017	)		(1,542,891,022	)
Net addition (redemption) of (1,910,000), 193,500, 1,820,000 and 2,961,500 shares, respectively (Note 8)		(195,862,600	)		(45,053,582	)		29,349,202			1,617,933,991
Net investment income (loss)		4,256,254			4,920,978			8,466,890			10,410,619
Net realized gain (loss)		211,772,181			(616,886,915	)		(30,408,733	)		(1,678,521,779	)
Change in net unrealized appreciation (depreciation)		(60,263,391	)		658,057,024			(196,656,346	)		605,047,334
Net income (loss)		155,765,044			46,091,087			(218,598,189	)		(1,063,063,826	)
Shareholders’ equity, end of period	$	540,643,821		$	1,141,021,278		$	540,643,821		$	1,141,021,278

See accompanying notes to financial statements.

15

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
	(As Restated)			(As Restated)
Cash flow from operating activities
Net income (loss)	$	(218,598,189	)	$	(1,063,063,826	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		—			(10,025,950,123	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		65,000,000			9,997,363,885
Net amortization and accretion on short-term U.S. government and agency obligations		(554,490	)		(6,934,539	)
Net realized (gain) loss on investments		—			7,216
Change in unrealized (appreciation) depreciation on investments		13,607			(46,097,928	)
Decrease (Increase) in receivable on open futures contracts		—			(51,507,351	)
Decrease (Increase) in interest receivable		1,088,882			(1,040,354	)
Increase (Decrease) in payable to Sponsor		(190,453	)		396,149
Increase (Decrease) in brokerage commissions and futures account fees payable		(39,977	)		34,147
Increase (Decrease) in payable on open futures contracts		22,386,869			8,464,653
Net cash provided by (used in) operating activities		(130,893,751	)		(1,188,328,071	)
Cash flow from financing activities
Proceeds from addition of shares		1,043,810,566			3,160,825,013
Payment on shares redeemed		(1,108,288,378	)		(1,541,243,728	)
Net cash provided by (used in) financing activities		(64,477,812	)		1,619,581,285
Net increase (decrease) in cash		(195,371,563	)		431,253,214
Cash, beginning of period		701,114,381			327,716,484
Cash, end of period	$	505,742,818		$	758,969,698

See accompanying notes to financial statements.

16

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
Assets
Cash	$	5,173,809	$	6,162,459
Segregated cash balances with brokers for foreign currency forward contracts		544,321		623,000
Unrealized appreciation on foreign currency forward contracts		—		308,424
Interest receivable		22,202		27,219
Total assets		5,740,332		7,121,102
Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		4,401		5,612
Unrealized depreciation on foreign currency forward contracts		140,398		1,475
Total liabilities		144,799		7,087
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		5,595,533		7,114,015
Total liabilities and shareholders’ equity	$	5,740,332	$	7,121,102
Shares outstanding		500,000		600,000
Net asset value per share	$	11.19	$	11.86
Market value per share (Note 2)	$	11.17	$	11.84

See accompanying notes to financial statements.

17

PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

Foreign Currency Forward Contracts^

	Settlement Date		Contract Amount in Local Currency			Contract Amount in U.S. Dollars			Unrealized Appreciation (Depreciation)/ Value
Contracts to Purchase
Euro with Goldman Sachs International		07/12/24		4,686,921		$	5,022,389		$	(61,066	)
Euro with UBS AG		07/12/24		5,951,502			6,377,482			(79,283	)
							Total Unrealized Depreciation		$	(140,349	)
Contracts to Sell
Euro with UBS AG		07/12/24		(193,000	)	$	(206,813	)	$	(49	)
							Total Unrealized Depreciation		$	(49	)

^ The positions and counterparties herein are as of June 30, 2024. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

18

PROSHARES ULTRA EURO

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	70,817		$	88,182		$	149,303		$	185,419
Expenses
Management fee		13,944			19,851			29,879			44,097
Total expenses		13,944			19,851			29,879			44,097
Net investment income (loss)		56,873			68,331			119,424			141,322
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(219,350	)		78,291			(74,776	)		358,570
Net realized gain (loss)		(219,350	)		78,291			(74,776	)		358,570
Change in net unrealized appreciation (depreciation) on
Foreign currency forward contracts		62,167			(79,023	)		(447,347	)		(175,968	)
Change in net unrealized appreciation (depreciation)		62,167			(79,023	)		(447,347	)		(175,968	)
Net realized and unrealized gain (loss)		(157,183	)		(732	)		(522,123	)		182,602
Net income (loss)	$	(100,310	)	$	67,599		$	(402,699	)	$	323,924

See accompanying notes to financial statements.

19

PROSHARES ULTRA EURO

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	6,804,048		$	8,616,433		$	7,114,015		$	10,704,662
Addition of –, –, 100,000 and 200,000 shares, respectively		—			—			1,140,357			2,296,437
Redemption of 100,000, 100,000, 200,000 and 500,000 shares, respectively		(1,108,205	)		(1,148,597	)		(2,256,140	)		(5,789,588	)
Net addition (redemption) of (100,000), (100,000), (100,000) and (300,000) shares, respectively		(1,108,205	)		(1,148,597	)		(1,115,783	)		(3,493,151	)
Net investment income (loss)		56,873			68,331			119,424			141,322
Net realized gain (loss)		(219,350	)		78,291			(74,776	)		358,570
Change in net unrealized appreciation (depreciation)		62,167			(79,023	)		(447,347	)		(175,968	)
Net income (loss)		(100,310	)		67,599			(402,699	)		323,924
Shareholders’ equity, end of period	$	5,595,533		$	7,535,435		$	5,595,533		$	7,535,435

See accompanying notes to financial statements.

20

PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(402,699	)	$	323,924
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Change in unrealized (appreciation) depreciation on investments		447,347			175,968
Decrease (Increase) in interest receivable		5,017			12,213
Increase (Decrease) in payable to Sponsor		(1,211	)		(4,645	)
Net cash provided by (used in) operating activities		48,454			507,460
Cash flow from financing activities
Proceeds from addition of shares		1,140,357			2,296,437
Payment on shares redeemed		(2,256,140	)		(5,789,588	)
Net cash provided by (used in) financing activities		(1,115,783	)		(3,493,151	)
Net increase (decrease) in cash		(1,067,329	)		(2,985,691	)
Cash, beginning of period		6,785,459			10,259,418
Cash, end of period	$	5,718,130		$	7,273,727

See accompanying notes to financial statements.

21

PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $194,011,855 and $59,496,177, respectively)	$	194,012,992	$	59,507,594
Cash		22,156,996		92,898,206
Segregated cash balances with brokers for futures contracts		5,910,000		4,523,500
Segregated cash balances with brokers for swap agreements		742,000		31,930,271
Unrealized appreciation on swap agreements		—		3,078,593
Receivable on open futures contracts		143,688		—
Interest receivable		213,762		276,736
Total assets		223,179,438		192,214,900
Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		—		564,042
Payable to Sponsor		170,756		148,835
Unrealized depreciation on swap agreements		6,552,657		—
Total liabilities		6,723,413		712,877
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		216,456,025		191,502,023
Total liabilities and shareholders’ equity	$	223,179,438	$	192,214,900
Shares outstanding		2,800,000		3,000,000
Net asset value per share	$	77.31	$	63.83
Market value per share (Note 2)	$	77.04	$	63.87

See accompanying notes to financial statements.

22

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(90% of shareholders’ equity)
U.S. Treasury Bills^^:
5.309% due 07/09/24†	$	90,000,000	$	89,895,303
5.311% due 08/08/24†		30,000,000		29,834,067
5.315% due 09/05/24†		75,000,000		74,283,622
Total short-term U.S. government and agency obligations (cost $194,011,855)			$	194,012,992

Futures Contracts Purchased

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Gold Futures - COMEX, expires August 2024		582	$	136,164,720	$	(767,692	)

Total Return Swap Agreements^

	Rate Paid (Received)*			Termination Date		Notional Amount at Value**		Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Gold Subindex		0.25	%		07/08/24	$	127,422,794	$	(2,813,616	)
Swap agreement with Goldman Sachs International based on Bloomberg Gold Subindex		0.25			07/08/24		60,521,797		(1,336,379	)
Swap agreement with UBS AG based on Bloomberg Gold Subindex		0.25			07/08/24		108,811,563		(2,402,662	)
							Total Unrealized Depreciation	$	(6,552,657	)

† All or partial amount pledged as collateral for swap agreements.

^ The positions and counterparties herein are as of June 30, 2024. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^ Rates shown represent discount rate at the time of purchase.

* Reflects the floating financing rate, as of June 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

** For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

23

PROSHARES ULTRA GOLD

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	2,819,359		$	1,983,196		$	4,833,274		$	3,632,210
Expenses
Management fee		546,388			474,261			982,991			901,375
Brokerage commissions		8,123			6,925			17,996			15,540
Total expenses		554,511			481,186			1,000,987			916,915
Net investment income (loss)		2,264,848			1,502,010			3,832,287			2,715,295
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		7,565,606			5,160,588			14,530,658			7,921,167
Swap agreements		24,002,215			12,035,981			35,508,434			20,075,298
Short-term U.S. government and agency obligations		—			(28,462	)		3,011			(28,462	)
Net realized gain (loss)		31,567,821			17,168,107			50,042,103			27,968,003
Change in net unrealized appreciation (depreciation) on
Futures contracts		(3,144,847	)		(10,482,142	)		(4,863,967	)		(8,627,819	)
Swap agreements		(14,087,684	)		(22,406,342	)		(9,631,250	)		(13,549,549	)
Short-term U.S. government and agency obligations		5,842			33,642			(10,280	)		10,905
Change in net unrealized appreciation (depreciation)		(17,226,689	)		(32,854,842	)		(14,505,497	)		(22,166,463	)
Net realized and unrealized gain (loss)		14,341,132			(15,686,735	)		35,536,606			5,801,540
Net income (loss)	$	16,605,980		$	(14,184,725	)	$	39,368,893		$	8,516,835

See accompanying notes to financial statements.

24

PROSHARES ULTRA GOLD

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	215,970,841		$	201,161,529		$	191,502,023		$	173,524,136
Addition of 350,000, 50,000, 800,000 and 450,000 shares, respectively		27,209,437			3,236,120			56,539,425			28,209,474
Redemption of 550,000, 150,000, 1,000,000 and 500,000 shares, respectively		(43,330,233	)		(9,296,393	)		(70,954,316	)		(29,333,914	)
Net addition (redemption) of (200,000), (100,000), (200,000) and (50,000) shares, respectively		(16,120,796	)		(6,060,273	)		(14,414,891	)		(1,124,440	)
Net investment income (loss)		2,264,848			1,502,010			3,832,287			2,715,295
Net realized gain (loss)		31,567,821			17,168,107			50,042,103			27,968,003
Change in net unrealized appreciation (depreciation)		(17,226,689	)		(32,854,842	)		(14,505,497	)		(22,166,463	)
Net income (loss)		16,605,980			(14,184,725	)		39,368,893			8,516,835
Shareholders’ equity, end of period	$	216,456,025		$	180,916,531		$	216,456,025		$	180,916,531

See accompanying notes to financial statements.

25

PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	39,368,893		$	8,516,835
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(306,151,213	)		(492,848,662	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		175,003,011			489,813,291
Net amortization and accretion on short-term U.S. government and agency obligations		(3,364,465	)		(2,573,420	)
Net realized (gain) loss on investments		(3,011	)		28,462
Change in unrealized (appreciation) depreciation on investments		9,641,530			13,538,644
Decrease (Increase) in receivable on open futures contracts		(143,688	)		(487,898	)
Decrease (Increase) in interest receivable		62,974			19,574
Increase (Decrease) in payable to Sponsor		21,921			7,411
Increase (Decrease) in payable on open futures contracts		(564,042	)		—
Net cash provided by (used in) operating activities		(86,128,090	)		16,014,237
Cash flow from financing activities
Proceeds from addition of shares		56,539,425			28,209,474
Payment on shares redeemed		(70,954,316	)		(29,333,914	)
Net cash provided by (used in) financing activities		(14,414,891	)		(1,124,440	)
Net increase (decrease) in cash		(100,542,981	)		14,889,797
Cash, beginning of period		129,351,977			37,909,767
Cash, end of period	$	28,808,996		$	52,799,564

See accompanying notes to financial statements.

26

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $457,266,168 and $114,255,151, respectively)	$	457,266,538	$	114,276,025
Cash		103,479,324		160,468,637
Segregated cash balances with brokers for futures contracts		36,455,000		23,499,000
Segregated cash balances with brokers for swap agreements		18,848,700		95,226,292
Receivable from capital shares sold		—		2,728,828
Receivable on open futures contracts		3,689,701		—
Interest receivable		931,733		598,623
Total assets		620,670,996		396,797,405
Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		—		3,503,958
Payable to Sponsor		439,142		319,853
Unrealized depreciation on swap agreements		49,402,333		2,827,221
Total liabilities		49,841,475		6,651,032
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		570,829,521		390,146,373
Total liabilities and shareholders’ equity	$	620,670,996	$	396,797,405
Shares outstanding		15,246,526		14,296,526
Net asset value per share	$	37.44	$	27.29
Market value per share (Note 2)	$	37.09	$	27.17

See accompanying notes to financial statements.

27

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(80% of shareholders’ equity)
U.S. Treasury Bills^^:
5.290% due 07/09/24†	$	150,000,000	$	149,825,505
5.311% due 08/08/24†		100,000,000		99,446,890
5.326% due 09/05/24†		210,000,000		207,994,143
Total short-term U.S. government and agency obligations (cost $457,266,168)			$	457,266,538

Futures Contracts Purchased
	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Silver Futures - COMEX, expires September 2024		3,130	$	462,614,000	$	(6,674,294	)

Total Return Swap Agreements^
	Rate Paid (Received)*			Termination Date		Notional Amount at Value**		Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Silver Subindex		0.25	%		07/08/24	$	302,102,674	$	(21,980,835	)
Swap agreement with Goldman Sachs International based on Bloomberg Silver Subindex		0.30			07/08/24		26,589,962		(1,935,532	)
Swap agreement with Morgan Stanley & Co. International PLC based on Bloomberg Silver Subindex		0.30			07/08/24		180,402,617		(13,131,835	)
Swap agreement with UBS AG based on Bloomberg Silver Subindex		0.25			07/08/24		169,794,092		(12,354,131	)
							Total Unrealized Depreciation	$	(49,402,333	)

† All or partial amount pledged as collateral for swap agreements.

^ The positions and counterparties herein are as of June 30, 2024. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

^^ Rates shown represent discount rate at the time of purchase.

* Reflects the floating financing rate, as of June 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

** For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

28

PROSHARES ULTRA SILVER

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	6,245,723		$	3,701,182		$	9,880,580		$	7,075,578
Expenses
Management fee		1,244,817			976,505			2,118,718			1,848,064
Brokerage commissions		56,180			47,075			84,222			73,637
Total expenses		1,300,997			1,023,580			2,202,940			1,921,701
Net investment income (loss)		4,944,726			2,677,602			7,677,640			5,153,877
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		81,641,058			17,097,790			76,002,276			20,739,536
Swap agreements		139,039,383			47,564,510			140,207,453			15,178,900
Short-term U.S. government and agency obligations		—			(46,857	)		4,797			(46,857	)
Net realized gain (loss)		220,680,441			64,615,443			216,214,526			35,871,579
Change in net unrealized appreciation (depreciation) on
Futures contracts		(29,355,888	)		(38,652,527	)		(19,075,042	)		(39,404,490	)
Swap agreements		(57,934,788	)		(80,409,195	)		(46,575,112	)		(57,269,574	)
Short-term U.S. government and agency obligations		11,419			44,380			(20,504	)		8,842
Change in net unrealized appreciation (depreciation)		(87,279,257	)		(119,017,342	)		(65,670,658	)		(96,665,222	)
Net realized and unrealized gain (loss)		133,401,184			(54,401,899	)		150,543,868			(60,793,643	)
Net income (loss)	$	138,345,910		$	(51,724,297	)	$	158,221,508		$	(55,639,766	)

See accompanying notes to financial statements.

29

PROSHARES ULTRA SILVER

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	403,584,744		$	429,115,334		$	390,146,373		$	414,285,878
Addition of 5,150,000, 700,000, 7,450,000 and 2,600,000 shares, respectively		186,406,170			20,692,563			244,780,900			71,924,842
Redemption of 4,050,000, 1,300,000, 6,500,000 and 2,450,000 shares, respectively		(157,507,303	)		(41,291,941	)		(222,319,260	)		(73,779,295	)
Net addition (redemption) of 1,100,000, (600,000), 950,000 and 150,000 shares, respectively		28,898,867			(20,599,378	)		22,461,640			(1,854,453	)
Net investment income (loss)		4,944,726			2,677,602			7,677,640			5,153,877
Net realized gain (loss)		220,680,441			64,615,443			216,214,526			35,871,579
Change in net unrealized appreciation (depreciation)		(87,279,257	)		(119,017,342	)		(65,670,658	)		(96,665,222	)
Net income (loss)		138,345,910			(51,724,297	)		158,221,508			(55,639,766	)
Shareholders’ equity, end of period	$	570,829,521		$	356,791,659		$	570,829,521		$	356,791,659

See accompanying notes to financial statements.

30

PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	158,221,508		$	(55,639,766	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(669,157,487	)		(2,203,304,232	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		332,004,797			2,212,588,221
Net amortization and accretion on short-term U.S. government and agency obligations		(5,853,530	)		(5,008,810	)
Net realized (gain) loss on investments		(4,797	)		46,857
Change in unrealized (appreciation) depreciation on investments		46,595,616			57,260,732
Decrease (Increase) in receivable on open futures contracts		(3,689,701	)		(1,635,164	)
Decrease (Increase) in interest receivable		(333,110	)		29,902
Increase (Decrease) in payable to Sponsor		119,289			(45,532	)
Increase (Decrease) in payable on open futures contracts		(3,503,958	)		(1,948,902	)
Net cash provided by (used in) operating activities		(145,601,373	)		2,343,306
Cash flow from financing activities
Proceeds from addition of shares		247,509,728			71,924,842
Payment on shares redeemed		(222,319,260	)		(75,394,677	)
Net cash provided by (used in) financing activities		25,190,468			(3,469,835	)
Net increase (decrease) in cash		(120,410,905	)		(1,126,529	)
Cash, beginning of period		279,193,929			150,012,071
Cash, end of period	$	158,783,024		$	148,885,542

See accompanying notes to financial statements.

31

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
	(As Restated)		(As Restated)
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $49,941,817 and $–, respectively)	$	49,941,835	$	—
Cash		34,940,702		86,615,956
Segregated cash balances with brokers for futures contracts		137,403,639		250,795,661
Receivable on open futures contracts		9,596,074		10,559,699
Interest receivable		454,279		924,148
Total assets		232,336,529		348,895,464
Liabilities and shareholders’ equity
Liabilities
Brokerage commissions and futures account fees payable		16,333		36,088
Payable to Sponsor		184,998		303,633
Total liabilities		201,331		339,721
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		232,135,198		348,555,743
Total liabilities and shareholders’ equity	$	232,336,529	$	348,895,464
Shares outstanding (Note 1)		9,843,643		8,264,892
Net asset value per share (Note 1)	$	23.58	$	42.17
Market value per share (Note 1) (Note 2)	$	23.54	$	42.20

See accompanying notes to financial statements.

32

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(22% of shareholders’ equity)
U.S. Treasury Bills^^:
5.304% due 07/09/24	$	50,000,000	$	49,941,835
Total short-term U.S. government and agency obligations (cost $49,941,817)			$	49,941,835

Futures Contracts Purchased
	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - Cboe, expires July 2024		13,989	$	196,164,949	$	(3,927,708	)
VIX Futures - Cboe, expires August 2024		10,175		152,016,535		(2,277,212	)
					$	(6,204,920	)

^^ Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

33

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	2,335,823		$	4,750,595		$	5,094,065		$	9,167,250
Expenses
Management fee		553,814			1,330,081			1,221,345			2,703,851
Brokerage commissions		454,606			712,511			941,152			1,490,212
Futures account fees		63,964			126,999			150,134			250,360
Total expenses		1,072,384			2,169,591			2,312,631			4,444,423
Net investment income (loss)		1,263,439			2,581,004			2,781,434			4,722,827
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(57,413,186	)		(426,304,544	)		(148,416,415	)		(608,537,974	)
Short-term U.S. government and agency obligations		500			4,188			11,137			(3,590	)
Net realized gain (loss)		(57,412,686	)		(426,300,356	)		(148,405,278	)		(608,541,564	)
Change in net unrealized appreciation (depreciation) on
Futures contracts		11,693,863			(45,320,517	)		24,978,991			(43,274,267	)
Short-term U.S. government and agency obligations		4,577			5,340			18			(3,383	)
Change in net unrealized appreciation (depreciation)		11,698,440			(45,315,177	)		24,979,009			(43,277,650	)
Net realized and unrealized gain (loss)		(45,714,246	)		(471,615,533	)		(123,426,269	)		(651,819,214	)
Net income (loss)	$	(44,450,807	)	$	(469,034,529	)	$	(120,644,835	)	$	(647,096,387	)

See accompanying notes to financial statements.

34

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	278,240,649		$	535,980,236		$	348,555,743		$	639,318,362
Addition of 7,030,000, 2,588,000, 9,850,000 and 4,262,000 shares, respectively (Note 1)		196,405,861			455,030,425			291,112,693			891,490,874
Redemption of 6,031,248, 710,000, 8,271,248 and 1,928,000 shares, respectively (Note 1)		(198,060,505	)		(134,212,073	)		(286,888,403	)		(495,948,790	)
Net addition (redemption) of 998,752, 1,878,000, 1,578,752 and 2,334,000 shares, respectively (Note 1)		(1,654,644	)		320,818,352			4,224,290			395,542,084
Net investment income (loss)		1,263,439			2,581,004			2,781,434			4,722,827
Net realized gain (loss)		(57,412,686	)		(426,300,356	)		(148,405,278	)		(608,541,564	)
Change in net unrealized appreciation (depreciation)		11,698,440			(45,315,177	)		24,979,009			(43,277,650	)
Net income (loss)		(44,450,807	)		(469,034,529	)		(120,644,835	)		(647,096,387	)
Shareholders’ equity, end of period	$	232,135,198		$	387,764,059		$	232,135,198		$	387,764,059

See accompanying notes to financial statements.

35

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
	(As Restated)			(As Restated)
Cash flow from operating activities
Net income (loss)	$	(120,644,835	)	$	(647,096,387	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(145,539,355	)		(1,156,102,958	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		96,889,241			1,192,359,088
Net amortization and accretion on short-term U.S. government and agency obligations		(1,280,566	)		(1,530,731	)
Net realized (gain) loss on investments		(11,137	)		3,590
Change in unrealized (appreciation) depreciation on investments		(18	)		3,383
Decrease (Increase) in receivable on open futures contracts		963,625			20,607,263
Decrease (Increase) in interest receivable		469,869			293,885
Increase (Decrease) in payable to Sponsor		(118,635	)		(209,095	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(19,755	)		(14,116	)
Increase (Decrease) in payable on open futures contracts		—			2,285,649
Net cash provided by (used in) operating activities		(169,291,566	)		(589,400,429	)
Cash flow from financing activities
Proceeds from addition of shares		291,112,693			891,490,874
Payment on shares redeemed		(286,888,403	)		(495,948,790	)
Net cash provided by (used in) financing activities		4,224,290			395,542,084
Net increase (decrease) in cash		(165,067,276	)		(193,858,345	)
Cash, beginning of period		337,411,617			583,213,839
Cash, end of period	$	172,344,341		$	389,355,494

See accompanying notes to financial statements.

36

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
Assets
Cash	$	37,116,158	$	27,001,312
Segregated cash balances with brokers for foreign currency forward contracts		7,132,036		2,976,399
Unrealized appreciation on foreign currency forward contracts		29,111		1,534,924
Receivable from capital shares sold		3,034,885		—
Interest receivable		162,688		104,541
Total assets		47,474,878		31,617,176
Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		1,373,167
Payable to Sponsor		33,571		22,600
Unrealized depreciation on foreign currency forward contracts		2,931,169		15,639
Total liabilities		2,964,740		1,411,406
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		44,510,138		30,205,770
Total liabilities and shareholders’ equity	$	47,474,878	$	31,617,176
Shares outstanding		2,199,970		1,099,970
Net asset value per share	$	20.23	$	27.46
Market value per share (Note 2)	$	20.30	$	27.49

See accompanying notes to financial statements.

37

PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

Foreign Currency Forward Contracts^

	Settlement Date		Contract Amount in Local Currency			Contract Amount in U.S. Dollars			Unrealized Appreciation (Depreciation)/ Value
Contracts to Purchase
Yen with Goldman Sachs International		07/12/24		6,727,184,056		$	41,891,312		$	(1,433,088	)
Yen with UBS AG		07/12/24		7,961,290,856			49,576,304			(1,498,081	)
							Total Unrealized Depreciation		$	(2,931,169	)
Contracts to Sell
Yen with UBS AG		07/12/24		(384,862,000	)	$	(2,396,601	)	$	29,111
							Total Unrealized Appreciation		$	29,111

^ The positions and counterparties herein are as of June 30, 2024. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

38

PROSHARES ULTRA YEN

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	483,557		$	114,980		$	853,811		$	235,098
Expenses
Management fee		99,372			25,330			176,608			55,890
Total expenses		99,372			25,330			176,608			55,890
Net investment income (loss)		384,185			89,650			677,203			179,208
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(5,365,623	)		(770,142	)		(7,397,198	)		(1,068,950	)
Net realized gain (loss)		(5,365,623	)		(770,142	)		(7,397,198	)		(1,068,950	)
Change in net unrealized appreciation (depreciation) on
Foreign currency forward contracts		(842,412	)		(1,348,109	)		(4,421,343	)		(1,842,176	)
Change in net unrealized appreciation (depreciation)		(842,412	)		(1,348,109	)		(4,421,343	)		(1,842,176	)
Net realized and unrealized gain (loss)		(6,208,035	)		(2,118,251	)		(11,818,541	)		(2,911,126	)
Net income (loss)	$	(5,823,850	)	$	(2,028,601	)	$	(11,141,338	)	$	(2,731,918	)

See accompanying notes to financial statements.

39

PROSHARES ULTRA YEN

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	41,994,545		$	9,915,083		$	30,205,770		$	13,814,796
Addition of 500,000, 150,000, 1,300,000 and 200,000 shares, respectively		10,608,951			4,444,492			30,205,576			6,257,118
Redemption of 100,000, –, 200,000 and 150,000 shares, respectively		(2,269,508	)		—			(4,759,870	)		(5,009,022	)
Net addition (redemption) of 400,000, 150,000, 1,100,000 and 50,000 shares, respectively		8,339,443			4,444,492			25,445,706			1,248,096
Net investment income (loss)		384,185			89,650			677,203			179,208
Net realized gain (loss)		(5,365,623	)		(770,142	)		(7,397,198	)		(1,068,950	)
Change in net unrealized appreciation (depreciation)		(842,412	)		(1,348,109	)		(4,421,343	)		(1,842,176	)
Net income (loss)		(5,823,850	)		(2,028,601	)		(11,141,338	)		(2,731,918	)
Shareholders’ equity, end of period	$	44,510,138		$	12,330,974		$	44,510,138		$	12,330,974

See accompanying notes to financial statements.

40

PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(11,141,338	)	$	(2,731,918	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Change in unrealized (appreciation) depreciation on investments		4,421,343			1,842,176
Decrease (Increase) in interest receivable		(58,147	)		(48	)
Increase (Decrease) in payable to Sponsor		10,971			(2,410	)
Net cash provided by (used in) operating activities		(6,767,171	)		(892,200	)
Cash flow from financing activities
Proceeds from addition of shares		27,170,691			6,257,118
Payment on shares redeemed		(6,133,037	)		(5,009,022	)
Net cash provided by (used in) financing activities		21,037,654			1,248,096
Net increase (decrease) in cash		14,270,483			355,896
Cash, beginning of period		29,977,711			12,801,958
Cash, end of period	$	44,248,194		$	13,157,854

See accompanying notes to financial statements.

41

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $104,415,710 and $49,673,923, respectively)	$	104,416,492	$	49,683,885
Cash		26,671,542		91,925,442
Segregated cash balances with brokers for futures contracts		45,576,696		49,648,726
Receivable on open futures contracts		970,109		654,887
Interest receivable		273,758		285,610
Total assets		177,908,597		192,198,550
Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		3,096,091
Payable on open futures contracts		152,793		—
Brokerage commissions and futures account fees payable		—		3,509
Payable to Sponsor		135,766		135,358
Total liabilities		288,559		3,234,958
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		177,620,038		188,963,592
Total liabilities and shareholders’ equity	$	177,908,597	$	192,198,550
Shares outstanding		11,405,220		9,105,220
Net asset value per share	$	15.57	$	20.75
Market value per share (Note 2)	$	15.57	$	20.89

See accompanying notes to financial statements.

42

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(59% of shareholders’ equity)
U.S. Treasury Bills^^:
5.304% due 07/09/24	$	50,000,000	$	49,941,835
5.327% due 09/05/24		55,000,000		54,474,657
Total short-term U.S. government and agency obligations (cost $104,415,710)			$	104,416,492

Futures Contracts Sold

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil - NYMEX, expires September 2024		1,443	$	116,363,520	$	(9,530,240	)
WTI Crude Oil - NYMEX, expires December 2024		1,526		119,546,840		(28,150	)
WTI Crude Oil - NYMEX, expires June 2025		1,585		119,287,100		(3,997,339	)
					$	(13,555,729	)

^^ Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

43

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	2,290,280		$	1,560,028		$	4,533,047		$	3,563,237
Expenses
Management fee		440,755			359,177			892,340			844,057
Brokerage commissions		43,839			60,079			97,800			125,836
Total expenses		484,594			419,256			990,140			969,893
Net investment income (loss)		1,805,686			1,140,772			3,542,907			2,593,344
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(143,424	)		28,046,795			(12,659,025	)		55,661,074
Short-term U.S. government and agency obligations		—			(12,271	)		6,779			(11,783	)
Net realized gain (loss)		(143,424	)		28,034,524			(12,652,246	)		55,649,291
Change in net unrealized appreciation (depreciation) on
Futures contracts		(1,560,618	)		(8,229,852	)		(35,992,048	)		2,741,263
Short-term U.S. government and agency obligations		8,523			13,244			(9,180	)		(1,641	)
Change in net unrealized appreciation (depreciation)		(1,552,095	)		(8,216,608	)		(36,001,228	)		2,739,622
Net realized and unrealized gain (loss)		(1,695,519	)		19,817,916			(48,653,474	)		58,388,913
Net income (loss)	$	110,167		$	20,958,688		$	(45,110,567	)	$	60,982,257

See accompanying notes to financial statements.

44

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	197,512,295		$	144,762,563		$	188,963,592		$	222,697,337
Addition of 4,200,000, 6,250,000, 12,650,000 and 11,550,000 shares, respectively		65,709,408			149,281,563			216,439,065			277,187,438
Redemption of 5,200,000, 7,600,000, 10,350,000 and 16,450,000 shares, respectively		(85,711,832	)		(202,147,862	)		(182,672,052	)		(448,012,080	)
Net addition (redemption) of (1,000,000), (1,350,000), 2,300,000 and (4,900,000) shares, respectively		(20,002,424	)		(52,866,299	)		33,767,013			(170,824,642	)
Net investment income (loss)		1,805,686			1,140,772			3,542,907			2,593,344
Net realized gain (loss)		(143,424	)		28,034,524			(12,652,246	)		55,649,291
Change in net unrealized appreciation (depreciation)		(1,552,095	)		(8,216,608	)		(36,001,228	)		2,739,622
Net income (loss)		110,167			20,958,688			(45,110,567	)		60,982,257
Shareholders’ equity, end of period	$	177,620,038		$	112,854,952		$	177,620,038		$	112,854,952

See accompanying notes to financial statements.

45

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(45,110,567	)	$	60,982,257
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(242,128,850	)		(378,541,825	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		190,006,779			394,924,819
Net amortization and accretion on short-term U.S. government and agency obligations		(2,612,937	)		(1,821,563	)
Net realized (gain) loss on investments		(6,779	)		11,783
Change in unrealized (appreciation) depreciation on investments		9,180			1,641
Decrease (Increase) in receivable on open futures contracts		(315,222	)		1,604,847
Decrease (Increase) in interest receivable		11,852			265,587
Increase (Decrease) in payable to Sponsor		408			(111,014	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(3,509	)		(220	)
Increase (Decrease) in payable on open futures contracts		152,793			(5,802,618	)
Net cash provided by (used in) operating activities		(99,996,852	)		71,513,694
Cash flow from financing activities
Proceeds from addition of shares		216,439,065			274,667,692
Payment on shares redeemed		(185,768,143	)		(444,081,787	)
Net cash provided by (used in) financing activities		30,670,922			(169,414,095	)
Net increase (decrease) in cash		(69,325,930	)		(97,900,401	)
Cash, beginning of period		141,574,168			139,811,511
Cash, end of period	$	72,248,238		$	41,911,110

See accompanying notes to financial statements.

46

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
	(As Restated)		(As Restated)
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $89,476,486 and $–, respectively)	$	89,475,883	$	—
Cash		9,179,026		73,282,564
Segregated cash balances with brokers for futures contracts		45,237,761		62,890,001
Receivable from capital shares sold		—		9,611,378
Receivable on open futures contracts		8,141,559		4,446,202
Interest receivable		337,766		447,861
Total assets		152,371,995		150,678,006
Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		4,937,033		—
Payable on open futures contracts		26,716		9,596,045
Brokerage commissions and futures account fees payable		3,273		10,461
Payable to Sponsor		112,546		108,408
Total liabilities		5,079,568		9,714,914
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		147,292,427		140,963,092
Total liabilities and shareholders’ equity	$	152,371,995	$	150,678,006
Shares outstanding (Note 1)		2,983,712		2,933,712
Net asset value per share (Note 1)	$	49.37	$	48.05
Market value per share (Note 1) (Note 2)	$	49.19	$	48.21

See accompanying notes to financial statements.

47

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(61% of shareholders’ equity)
U.S. Treasury Bills^^:
5.260% due 07/09/24	$	40,000,000	$	39,953,468
5.354% due 09/05/24		50,000,000		49,522,415
Total short-term U.S. government and agency obligations (cost $89,476,486)			$	89,475,883

Futures Contracts Sold

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Natural Gas - NYMEX, expires September 2024		11,339	$	294,587,220	$	40,824,143

^^ Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

48

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	1,577,496		$	1,344,889		$	2,924,574		$	2,531,641
Expenses
Management fee		310,060			302,274			572,504			599,136
Brokerage commissions		304,998			233,647			566,252			443,288
Futures account fees		10,978			26,758			27,011			56,367
Total expenses		626,036			562,679			1,165,767			1,098,791
Net investment income (loss)		951,460			782,210			1,758,807			1,432,850
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(44,563,292	)		48,736,428			91,065			232,145,072
Short-term U.S. government and agency obligations		—			1,415			(1,743	)		(1,263	)
Net realized gain (loss)		(44,563,292	)		48,737,843			89,322			232,143,809
Change in net unrealized appreciation (depreciation) on
Futures contracts		20,547,016			(61,246,927	)		44,377,650			(106,199,730	)
Short-term U.S. government and agency obligations		3,543			(3,173	)		(603	)		(10,168	)
Change in net unrealized appreciation (depreciation)		20,550,559			(61,250,100	)		44,377,047			(106,209,898	)
Net realized and unrealized gain (loss)		(24,012,733	)		(12,512,257	)		44,466,369			125,933,911
Net income (loss)	$	(23,061,273	)	$	(11,730,047	)	$	46,225,176		$	127,366,761

See accompanying notes to financial statements.

49

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	94,345,355		$	146,981,760		$	140,963,092		$	134,109,520
Addition of 7,400,000, 13,200,000, 14,000,000 and 27,700,000 shares, respectively (Note 1)		367,052,728			457,417,060			697,107,902			833,426,697
Redemption of 5,650,000, 12,200,000, 13,950,000 and 32,500,000 shares, respectively (Note 1)		(291,044,383	)		(451,343,810	)		(737,003,743	)		(953,578,015	)
Net addition (redemption) of 1,750,000, 1,000,000, 50,000 and (4,800,000) shares, respectively (Note 1)		76,008,345			6,073,250			(39,895,841	)		(120,151,318	)
Net investment income (loss)		951,460			782,210			1,758,807			1,432,850
Net realized gain (loss)		(44,563,292	)		48,737,843			89,322			232,143,809
Change in net unrealized appreciation (depreciation)		20,550,559			(61,250,100	)		44,377,047			(106,209,898	)
Net income (loss)		(23,061,273	)		(11,730,047	)		46,225,176			127,366,761
Shareholders’ equity, end of period	$	147,292,427		$	141,324,963		$	147,292,427		$	141,324,963

See accompanying notes to financial statements.

50

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
	(As Restated)			(As Restated)
Cash flow from operating activities
Net income (loss)	$	46,225,176		$	127,366,761
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(188,049,532	)		(119,017,542	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		99,796,807			146,569,111
Net amortization and accretion on short-term U.S. government and agency obligations		(1,225,504	)		(910,302	)
Net realized (gain) loss on investments		1,743			1,263
Change in unrealized (appreciation) depreciation on investments		603			10,168
Decrease (Increase) in receivable on open futures contracts		(3,695,357	)		(4,797,173	)
Decrease (Increase) in interest receivable		110,095			46,314
Increase (Decrease) in payable to Sponsor		4,138			(37,995	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(7,188	)		951
Increase (Decrease) in payable on open futures contracts		(9,569,329	)		6,151,798
Net cash provided by (used in) operating activities		(56,408,348	)		155,383,354
Cash flow from financing activities
Proceeds from addition of shares		706,719,280			830,673,700
Payment on shares redeemed		(732,066,710	)		(944,455,593	)
Net cash provided by (used in) financing activities		(25,347,430	)		(113,781,893	)
Net increase (decrease) in cash		(81,755,778	)		41,601,461
Cash, beginning of period		136,172,565			77,441,180
Cash, end of period	$	54,416,787		$	119,042,641

See accompanying notes to financial statements.

51

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
Assets
Cash	$	32,786,134	$	34,758,230
Segregated cash balances with brokers for foreign currency forward contracts		4,412,112		6,332,112
Unrealized appreciation on foreign currency forward contracts		937,816		38,029
Interest receivable		138,184		159,359
Total assets		38,274,246		41,287,730
Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		29,396		33,372
Unrealized depreciation on foreign currency forward contracts		17,867		1,886,808
Total liabilities		47,263		1,920,180
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		38,226,983		39,367,550
Total liabilities and shareholders’ equity	$	38,274,246	$	41,287,730
Shares outstanding		1,200,000		1,350,000
Net asset value per share	$	31.86	$	29.16
Market value per share (Note 2)	$	31.83	$	29.15

See accompanying notes to financial statements.

52

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

Foreign Currency Forward Contracts^

	Settlement Date		Contract Amount in Local Currency			Contract Amount in U.S. Dollars			Unrealized Appreciation (Depreciation)/ Value
Contracts to Purchase
Euro with Goldman Sachs International		07/12/24		828,000		$	887,265		$	(2,363	)
Euro with UBS AG		07/12/24		2,335,000			2,502,128			(15,504	)
							Total Unrealized Depreciation		$	(17,867	)
Contracts to Sell
Euro with Goldman Sachs International		07/12/24		(38,212,263	)	$	(40,947,317	)	$	501,639
Euro with UBS AG		07/12/24		(36,370,199	)		(38,973,407	)		436,177
							Total Unrealized Appreciation		$	937,816

^ The positions and counterparties herein are as of June 30, 2024. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

53

PROSHARES ULTRASHORT EURO

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	429,872		$	593,746		$	888,189		$	1,240,866
Expenses
Management fee		90,978			131,101			186,228			292,669
Total expenses		90,978			131,101			186,228			292,669
Net investment income (loss)		338,894			462,645			701,961			948,197
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		900,760			(1,045,942	)		(43,101	)		(2,453,253	)
Short-term U.S. government and agency obligations		—			—			4,641			—
Net realized gain (loss)		900,760			(1,045,942	)		(38,460	)		(2,453,253	)
Change in net unrealized appreciation (depreciation) on
Foreign currency forward contracts		(199,005	)		556,469			2,768,728			702,482
Short-term U.S. government and agency obligations		—			—			—			(4,802	)
Change in net unrealized appreciation (depreciation)		(199,005	)		556,469			2,768,728			697,680
Net realized and unrealized gain (loss)		701,755			(489,473	)		2,730,268			(1,755,573	)
Net income (loss)	$	1,040,649		$	(26,828	)	$	3,432,229		$	(807,376	)

See accompanying notes to financial statements.

54

PROSHARES ULTRASHORT EURO

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	38,712,882		$	59,537,260		$	39,367,550		$	75,113,179
Addition of 50,000, –, 50,000 and 100,000 shares, respectively		1,591,183			—			1,591,183			3,051,886
Redemption of 100,000, 300,000, 200,000 and 900,000 shares, respectively		(3,117,731	)		(8,579,131	)		(6,163,979	)		(26,426,388	)
Net addition (redemption) of (50,000), (300,000), (150,000) and (800,000) shares, respectively		(1,526,548	)		(8,579,131	)		(4,572,796	)		(23,374,502	)
Net investment income (loss)		338,894			462,645			701,961			948,197
Net realized gain (loss)		900,760			(1,045,942	)		(38,460	)		(2,453,253	)
Change in net unrealized appreciation (depreciation)		(199,005	)		556,469			2,768,728			697,680
Net income (loss)		1,040,649			(26,828	)		3,432,229			(807,376	)
Shareholders’ equity, end of period	$	38,226,983		$	50,931,301		$	38,226,983		$	50,931,301

See accompanying notes to financial statements.

55

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	3,432,229		$	(807,376	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		—			(54,925,175	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		4,641			95,000,000
Net amortization and accretion on short-term U.S. government and agency obligations		—			(83,003	)
Net realized (gain) loss on investments		(4,641	)		—
Change in unrealized (appreciation) depreciation on investments		(2,768,728	)		(697,680	)
Decrease (Increase) in interest receivable		21,175			(83,135	)
Increase (Decrease) in payable to Sponsor		(3,976	)		(21,220	)
Net cash provided by (used in) operating activities		680,700			38,382,411
Cash flow from financing activities
Proceeds from addition of shares		1,591,183			3,051,886
Payment on shares redeemed		(6,163,979	)		(26,426,388	)
Net cash provided by (used in) financing activities		(4,572,796	)		(23,374,502	)
Net increase (decrease) in cash		(3,892,096	)		15,007,909
Cash, beginning of period		41,090,342			37,531,356
Cash, end of period	$	37,198,246		$	52,539,265

See accompanying notes to financial statements.

56

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
Assets
Cash	$	12,481,663	$	9,309,908
Segregated cash balances with brokers for futures contracts		595,000		261,450
Segregated cash balances with brokers for swap agreements		2,621,079		2,375,125
Unrealized appreciation on swap agreements		408,700		—
Receivable on open futures contracts		—		17,324
Interest receivable		55,422		41,501
Total assets		16,161,864		12,005,308
Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		17,400		—
Payable to Sponsor		12,673		9,708
Unrealized depreciation on swap agreements		—		199,821
Total liabilities		30,073		209,529
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		16,131,791		11,795,779
Total liabilities and shareholders’ equity	$	16,161,864	$	12,005,308
Shares outstanding		746,977		446,977
Net asset value per share	$	21.60	$	26.39
Market value per share (Note 2)	$	21.67	$	26.37

See accompanying notes to financial statements.

57

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

Futures Contracts Sold

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Gold Futures - COMEX, expires August 2024		58	$	13,569,680	$	167,105

Total Return Swap Agreements^

	Rate Paid (Received)*			Termination Date		Notional Amount at Value**			Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Gold Subindex		0.25	%		07/08/24	$	(4,325,519	)	$	94,178
Swap agreement with Goldman Sachs International based on Bloomberg Gold Subindex		0.20			07/08/24		(5,669,086	)		123,607
Swap agreement with UBS AG based on Bloomberg Gold Subindex		0.25			07/08/24		(8,768,527	)		190,915
							Total Unrealized Appreciation		$	408,700

^ The positions and counterparties herein are as of June 30, 2024. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

* Reflects the floating financing rate, as of June 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

** For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

58

PROSHARES ULTRASHORT GOLD

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	176,727		$	184,052		$	319,930		$	316,614
Expenses
Management fee		39,309			42,869			71,710			79,242
Brokerage commissions		1,283			1,605			2,218			2,966
Total expenses		40,592			44,474			73,928			82,208
Net investment income (loss)		136,135			139,578			246,002			234,406
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(976,285	)		(562,109	)		(1,626,248	)		(676,159	)
Swap agreements		(1,540,189	)		(991,042	)		(2,288,039	)		(1,907,873	)
Net realized gain (loss)		(2,516,474	)		(1,553,151	)		(3,914,287	)		(2,584,032	)
Change in net unrealized appreciation (depreciation) on
Futures contracts		374,155			1,132,962			311,336			1,069,691
Swap agreements		890,281			1,625,959			608,521			1,033,528
Change in net unrealized appreciation (depreciation)		1,264,436			2,758,921			919,857			2,103,219
Net realized and unrealized gain (loss)		(1,252,038	)		1,205,770			(2,994,430	)		(480,813	)
Net income (loss)	$	(1,115,903	)	$	1,345,348		$	(2,748,428	)	$	(246,407	)

See accompanying notes to financial statements.

59

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	15,170,884		$	16,049,273		$	11,795,779		$	15,456,037
Addition of 450,000, 300,000, 650,000 and 600,000 shares, respectively		9,524,925			7,934,073			14,532,555			16,298,343
Redemption of 350,000, 350,000, 350,000 and 550,000 shares, respectively		(7,448,115	)		(9,519,316	)		(7,448,115	)		(15,698,595	)
Net addition (redemption) of 100,000, (50,000), 300,000 and 50,000 shares, respectively		2,076,810			(1,585,243	)		7,084,440			599,748
Net investment income (loss)		136,135			139,578			246,002			234,406
Net realized gain (loss)		(2,516,474	)		(1,553,151	)		(3,914,287	)		(2,584,032	)
Change in net unrealized appreciation (depreciation)		1,264,436			2,758,921			919,857			2,103,219
Net income (loss)		(1,115,903	)		1,345,348			(2,748,428	)		(246,407	)
Shareholders’ equity, end of period	$	16,131,791		$	15,809,378		$	16,131,791		$	15,809,378

See accompanying notes to financial statements.

60

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(2,748,428	)	$	(246,407	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Change in unrealized (appreciation) depreciation on investments		(608,521	)		(1,033,528	)
Decrease (Increase) in receivable on open futures contracts		17,324			(40,101	)
Decrease (Increase) in interest receivable		(13,921	)		(19,366	)
Increase (Decrease) in payable to Sponsor		2,965			1,307
Increase (Decrease) in payable on open futures contracts		17,400			1,600
Net cash provided by (used in) operating activities		(3,333,181	)		(1,336,495	)
Cash flow from financing activities
Proceeds from addition of shares		14,532,555			16,298,343
Payment on shares redeemed		(7,448,115	)		(14,253,435	)
Net cash provided by (used in) financing activities		7,084,440			2,044,908
Net increase (decrease) in cash		3,751,259			708,413
Cash, beginning of period		11,946,483			16,020,413
Cash, end of period	$	15,697,742		$	16,728,826

See accompanying notes to financial statements.

61

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
Assets
Cash	$	54,325,214	$	46,444,776
Segregated cash balances with brokers for futures contracts		8,211,000		5,494,500
Segregated cash balances with brokers for swap agreements		10,255,068		12,657,595
Unrealized appreciation on swap agreements		3,476,663		—
Receivable from capital shares sold		561,001		907,025
Receivable on open futures contracts		—		329,629
Interest receivable		252,520		173,799
Total assets		77,081,466		66,007,324
Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		823,698		—
Payable to Sponsor		59,025		43,464
Unrealized depreciation on swap agreements		—		814,174
Total liabilities		882,723		857,638
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		76,198,743		65,149,686
Total liabilities and shareholders’ equity	$	77,081,466	$	66,007,324
Shares outstanding (Note 8)		1,697,832		897,832
Net asset value per share (Note 8)	$	44.88	$	72.56
Market value per share (Note 2) (Note 8)	$	45.32	$	72.96

See accompanying notes to financial statements.

62

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

Futures Contracts Sold

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Silver Futures - COMEX, expires September 2024		706	$	104,346,800	$	882,431

Total Return Swap Agreements^

	Rate Paid (Received)*			Termination Date		Notional Amount at Value**			Unrealized Appreciation (Depreciation)/Value
Swap agreement with Citibank, N.A. based on Bloomberg Silver Subindex		0.25	%		07/08/24	$	(21,477,041	)	$	1,555,716
Swap agreement with Goldman Sachs International based on Bloomberg Silver Subindex		0.25			07/08/24		(11,791,490	)		854,131
Swap agreement with Morgan Stanley & Co. International PLC based on Bloomberg Silver Subindex		0.30			07/08/24		(1,626,512	)		117,766
Swap agreement with UBS AG based on Bloomberg Silver Subindex		0.25			07/08/24		(13,101,894	)		949,050
							Total Unrealized Appreciation		$	3,476,663

^ The positions and counterparties herein are as of June 30, 2024. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

* Reflects the floating financing rate, as of June 30, 2024, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. Total Return Swap Agreements payment is due at termination/maturity.

** For swap agreements, a positive amount represents “long” exposure to the benchmark index. A negative amount represents “short” exposure to the benchmark index.

See accompanying notes to financial statements.

63

PROSHARES ULTRASHORT SILVER

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	597,421		$	323,734		$	978,854		$	523,812
Expenses
Management fee		139,041			82,417			230,179			142,585
Brokerage commissions		13,863			8,958			19,887			14,661
Total expenses		152,904			91,375			250,066			157,246
Net investment income (loss)		444,517			232,359			728,788			366,566
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(7,210,938	)		3,460,638			(2,337,230	)		4,792,636
Swap agreements		(8,859,200	)		(2,347,042	)		(7,952,888	)		(965,417	)
Short-term U.S. government and agency obligations		—			(906	)		—			(906	)
Net realized gain (loss)		(16,070,138	)		1,112,690			(10,290,118	)		3,826,313
Change in net unrealized appreciation (depreciation) on
Futures contracts		943,651			1,782,960			(806,615	)		1,899,423
Swap agreements		3,959,173			3,867,334			4,290,837			2,567,635
Change in net unrealized appreciation (depreciation)		4,902,824			5,650,294			3,484,222			4,467,058
Net realized and unrealized gain (loss)		(11,167,314	)		6,762,984			(6,805,896	)		8,293,371
Net income (loss)	$	(10,722,797	)	$	6,995,343		$	(6,077,108	)	$	8,659,937

See accompanying notes to financial statements.

64

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	24,245,029		$	20,335,691		$	65,149,686		$	31,932,799
Addition of 1,900,000, 612,500, 2,250,000 and 775,000 shares, respectively (Note 8)		90,286,838			41,523,335			116,105,726			55,312,875
Redemption of 562,500, 650,000, 1,450,000 and 950,000 shares, respectively (Note 8)		(27,610,327	)		(49,563,896	)		(98,979,561	)		(76,615,138	)
Net addition (redemption) of 1,337,500, (37,500), 800,000 and (175,000) shares, respectively (Note 8)		62,676,511			(8,040,561	)		17,126,165			(21,302,263	)
Net investment income (loss)		444,517			232,359			728,788			366,566
Net realized gain (loss)		(16,070,138	)		1,112,690			(10,290,118	)		3,826,313
Change in net unrealized appreciation (depreciation)		4,902,824			5,650,294			3,484,222			4,467,058
Net income (loss)		(10,722,797	)		6,995,343			(6,077,108	)		8,659,937
Shareholders’ equity, end of period	$	76,198,743		$	19,290,473		$	76,198,743		$	19,290,473

See accompanying notes to financial statements.

65

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(6,077,108	)	$	8,659,937
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		—			(14,880,254	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		—			14,937,156
Net amortization and accretion on short-term U.S. government and agency obligations		—			(57,808	)
Net realized (gain) loss on investments		—			906
Change in unrealized (appreciation) depreciation on investments		(4,290,837	)		(2,567,635	)
Decrease (Increase) in receivable on open futures contracts		329,629			(185,697	)
Decrease (Increase) in interest receivable		(78,721	)		(1,333	)
Increase (Decrease) in payable to Sponsor		15,561			(1,521	)
Increase (Decrease) in payable on open futures contracts		823,698			5,550
Net cash provided by (used in) operating activities		(9,277,778	)		5,909,301
Cash flow from financing activities
Proceeds from addition of shares		116,451,750			56,285,664
Payment on shares redeemed		(98,979,561	)		(74,565,831	)
Net cash provided by (used in) financing activities		17,472,189			(18,280,167	)
Net increase (decrease) in cash		8,194,411			(12,370,866	)
Cash, beginning of period		64,596,871			32,583,283
Cash, end of period	$	72,791,282		$	20,212,417

See accompanying notes to financial statements.

66

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
Assets
Cash	$	39,249,087	$	21,807,595
Segregated cash balances with brokers for foreign currency forward contracts		4,958,787		3,434,732
Unrealized appreciation on foreign currency forward contracts		3,371,091		129,697
Interest receivable		166,744		100,284
Total assets		47,745,709		25,472,308
Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		35,680		20,676
Unrealized depreciation on foreign currency forward contracts		214,997		1,441,622
Total liabilities		250,677		1,462,298
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		47,495,032		24,010,010
Total liabilities and shareholders’ equity	$	47,745,709	$	25,472,308
Shares outstanding (Note 8)		997,160		697,160
Net asset value per share (Note 8)	$	47.63	$	34.44
Market value per share (Note 2) (Note 8)	$	47.56	$	34.47

See accompanying notes to financial statements.

67

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

Foreign Currency Forward Contracts^
	Settlement Date		Contract Amount in Local Currency			Contract Amount in U.S. Dollars			Unrealized Appreciation (Depreciation)/ Value
Contracts to Purchase
Yen with UBS AG		07/12/24		1,368,727,000		$	8,523,295		$	(214,997	)
							Total Unrealized Depreciation		$	(214,997	)
Contracts to Sell
Yen with Goldman Sachs International		07/12/24		(8,022,884,165	)	$	(49,959,856	)	$	1,709,110
Yen with UBS AG		07/12/24		(8,533,259,574	)		(53,138,049	)		1,661,981
							Total Unrealized Appreciation		$	3,371,091

^ The positions and counterparties herein are as of June 30, 2024. The Fund continually evaluates different counterparties for their transactions and counterparties are subject to change. New counterparties can be added at any time.

See accompanying notes to financial statements.

68

PROSHARES ULTRASHORT YEN

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Investment Income
Interest	$	456,243	$	255,354	$	771,660	$	459,554
Expenses
Management fee		96,949		58,179		163,082		108,991
Total expenses		96,949		58,179		163,082		108,991
Net investment income (loss)		359,294		197,175		608,578		350,563
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		4,417,569		1,370,771		6,122,840		342,795
Short-term U.S. government and agency obligations		—		—		3,541		—
Net realized gain (loss)		4,417,569		1,370,771		6,126,381		342,795
Change in net unrealized appreciation (depreciation) on
Foreign currency forward contracts		1,529,867		3,145,023		4,468,019		5,007,285
Short-term U.S. government and agency obligations		—		—		—		(2,761	)
Change in net unrealized appreciation (depreciation)		1,529,867		3,145,023		4,468,019		5,004,524
Net realized and unrealized gain (loss)		5,947,436		4,515,794		10,594,400		5,347,319
Net income (loss)	$	6,306,730	$	4,712,969	$	11,202,978	$	5,697,882

See accompanying notes to financial statements.

69

PROSHARES ULTRASHORT YEN

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	32,662,223		$	25,111,818		$	24,010,010		$	21,397,736
Addition of 400,000, 500,000, 600,000 and 900,000 shares, respectively (Note 8)		17,441,510			14,899,838			25,021,470			26,056,375
Redemption of 200,000, 600,000, 300,000 and 900,000 shares, respectively (Note 8)		(8,915,431	)		(17,646,969	)		(12,739,426	)		(26,074,337	)
Net addition (redemption) of 200,000, (100,000), 300,000 and – shares, respectively (Note 8)		8,526,079			(2,747,131	)		12,282,044			(17,962	)
Net investment income (loss)		359,294			197,175			608,578			350,563
Net realized gain (loss)		4,417,569			1,370,771			6,126,381			342,795
Change in net unrealized appreciation (depreciation)		1,529,867			3,145,023			4,468,019			5,004,524
Net income (loss)		6,306,730			4,712,969			11,202,978			5,697,882
Shareholders’ equity, end of period	$	47,495,032		$	27,077,656		$	47,495,032		$	27,077,656

See accompanying notes to financial statements.

70

PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	11,202,978		$	5,697,882
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Proceeds from sales or maturities of short-term U.S. government and agency obligations		3,541			23,000,000
Net amortization and accretion on short-term U.S. government and agency obligations		—			(4,702	)
Net realized (gain) loss on investments		(3,541	)		—
Change in unrealized (appreciation) depreciation on investments		(4,468,019	)		(5,004,524	)
Decrease (Increase) in interest receivable		(66,460	)		(50,809	)
Increase (Decrease) in payable to Sponsor		15,004			(9,641	)
Net cash provided by (used in) operating activities		6,683,503			23,628,206
Cash flow from financing activities
Proceeds from addition of shares		25,021,470			26,056,375
Payment on shares redeemed		(12,739,426	)		(28,757,792	)
Net cash provided by (used in) financing activities		12,282,044			(2,701,417	)
Net increase (decrease) in cash		18,965,547			20,926,789
Cash, beginning of period		25,242,327			4,104,127
Cash, end of period	$	44,207,874		$	25,030,916

See accompanying notes to financial statements.

71

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $49,519,896 and $–, respectively)	$	49,522,415	$	—
Cash		41,038,726		31,674,194
Segregated cash balances with brokers for futures contracts		4,704,894		5,936,995
Receivable on open futures contracts		10,823,502		137,945
Interest receivable		220,924		141,818
Total assets		106,310,461		37,890,952
Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		72,839,263		—
Brokerage commissions and futures account fees payable		3,084		1,876
Payable to Sponsor		66,662		22,933
Total liabilities		72,909,009		24,809
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		33,401,452		37,866,143
Total liabilities and shareholders’ equity	$	106,310,461	$	37,890,952
Shares outstanding		2,337,403		2,262,403
Net asset value per share	$	14.29	$	16.74
Market value per share (Note 2)	$	14.33	$	16.75

See accompanying notes to financial statements.

72

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(148% of shareholders’ equity)
U.S. Treasury Bills^^:
5.295% due 09/05/24	$	50,000,000	$	49,522,415
Total short-term U.S. government and agency obligations (cost $49,519,896)			$	49,522,415

Futures Contracts Purchased

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - Cboe, expires October 2024		367	$	6,671,142	$	(285,377	)
VIX Futures - Cboe, expires November 2024		633		10,966,725		211,863
VIX Futures - Cboe, expires December 2024		633		10,951,280		210,194
VIX Futures - Cboe, expires January 2025		267		4,792,650		295
					$	136,975

^^ Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

73

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	1,106,849		$	650,585		$	1,622,013		$	1,298,505
Expenses
Management fee		191,320			134,066			288,207			284,189
Brokerage commissions		66,049			12,200			86,212			21,369
Futures account fees		10,537			11,856			16,541			23,296
Total expenses		267,906			158,122			390,960			328,854
Net investment income (loss)		838,943			492,463			1,231,053			969,651
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(8,949,418	)		(6,943,333	)		(15,057,887	)		(22,764,053	)
Short-term U.S. government and agency obligations		—			—			3,278			—
Net realized gain (loss)		(8,949,418	)		(6,943,333	)		(15,054,609	)		(22,764,053	)
Change in net unrealized appreciation (depreciation) on
Futures contracts		1,092,860			(9,677,526	)		3,882,651			(5,086,991	)
Short-term U.S. government and agency obligations		2,519			2,424			2,519			(5,651	)
Change in net unrealized appreciation (depreciation)		1,095,379			(9,675,102	)		3,885,170			(5,092,642	)
Net realized and unrealized gain (loss)		(7,854,039	)		(16,618,435	)		(11,169,439	)		(27,856,695	)
Net income (loss)	$	(7,015,096	)	$	(16,125,972	)	$	(9,938,386	)	$	(26,887,044	)

See accompanying notes to financial statements.

74

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	84,603,064		$	67,306,087		$	37,866,143		$	84,014,959
Addition of 5,250,000, 575,000, 8,625,000 and 850,000 shares, respectively		80,762,930			14,067,422			135,188,877			21,818,758
Redemption of 8,250,000, 675,000, 8,550,000 and 1,200,000 shares, respectively		(124,949,446	)		(15,826,124	)		(129,715,182	)		(29,525,260	)
Net addition (redemption) of (3,000,000), (100,000), 75,000 and (350,000) shares, respectively		(44,186,516	)		(1,758,702	)		5,473,695			(7,706,502	)
Net investment income (loss)		838,943			492,463			1,231,053			969,651
Net realized gain (loss)		(8,949,418	)		(6,943,333	)		(15,054,609	)		(22,764,053	)
Change in net unrealized appreciation (depreciation)		1,095,379			(9,675,102	)		3,885,170			(5,092,642	)
Net income (loss)		(7,015,096	)		(16,125,972	)		(9,938,386	)		(26,887,044	)
Shareholders’ equity, end of period	$	33,401,452		$	49,421,413		$	33,401,452		$	49,421,413

See accompanying notes to financial statements.

75

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(9,938,386	)	$	(26,887,044	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(49,330,764	)		(254,817,825	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		3,278			305,000,000
Net amortization and accretion on short-term U.S. government and agency obligations		(189,132	)		(305,478	)
Net realized (gain) loss on investments		(3,278	)		—
Change in unrealized (appreciation) depreciation on investments		(2,519	)		5,651
Decrease (Increase) in receivable on open futures contracts		(10,685,557	)		142,794
Decrease (Increase) in interest receivable		(79,106	)		(101,568	)
Increase (Decrease) in payable to Sponsor		43,729			(19,128	)
Increase (Decrease) in brokerage commissions and futures account fees payable		1,208			995
Increase (Decrease) in payable on open futures contracts		—			962,275
Net cash provided by (used in) operating activities		(70,180,527	)		23,980,672
Cash flow from financing activities
Proceeds from addition of shares		135,188,877			21,818,758
Payment on shares redeemed		(56,875,919	)		(29,525,260	)
Net cash provided by (used in) financing activities		78,312,958			(7,706,502	)
Net increase (decrease) in cash		8,132,431			16,274,170
Cash, beginning of period		37,611,189			33,959,989
Cash, end of period	$	45,743,620		$	50,234,159

See accompanying notes to financial statements.

76

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION 

	June 30, 2024 (unaudited)		December 31, 2023
	(As Restated)		(As Restated)
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $64,756,905 and $59,648,776, respectively)	$	64,756,617	$	59,660,373
Cash		21,351,037		22,277,582
Segregated cash balances with brokers for futures contracts		57,448,807		72,849,393
Receivable on open futures contracts		4,672,943		2,362,837
Interest receivable		249,142		254,671
Total assets		148,478,546		157,404,856
Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		—		580
Brokerage commissions and futures account fees payable		11,302		11,961
Payable to Sponsor		47,216		70,569
Total liabilities		58,518		83,110
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		148,420,028		157,321,746
Total liabilities and shareholders’ equity	$	148,478,546	$	157,404,856
Shares outstanding (Note 8)		3,425,237		2,537,737
Net asset value per share (Note 8)	$	43.33	$	61.99
Market value per share (Note 2) (Note 8)	$	43.40	$	62.04

See accompanying notes to financial statements.

77

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(44% of shareholders’ equity)
U.S. Treasury Bills^^:
5.300% due 07/09/24	$	45,000,000	$	44,947,651
5.354% due 09/05/24		20,000,000		19,808,966
Total short-term U.S. government and agency obligations (cost $64,756,905)			$	64,756,617

Futures Contracts Purchased

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - Cboe, expires July 2024		5,961	$	83,589,911	$	(1,712,575	)
VIX Futures - Cboe, expires August 2024		4,335		64,765,767		(948,245	)
					$	(2,660,820	)

^^ Rates shown represent discount rate at the time of purchase.

See accompanying notes to financial statements.

78

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	1,619,921		$	2,440,291		$	3,378,183		$	4,560,852
Expenses
Management fee		310,061			530,826			646,437			1,048,314
Brokerage commissions		39,404			95,391			79,663			191,888
Futures account fees		31,267			48,732			64,538			99,391
Total expenses		380,732			674,949			790,638			1,339,593
Net investment income (loss)		1,239,189			1,765,342			2,587,545			3,221,259
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(27,512,354	)		(127,229,299	)		(59,271,318	)		(173,326,001	)
Short-term U.S. government and agency obligations		—			(10,613	)		4,830			(10,605	)
Net realized gain (loss)		(27,512,354	)		(127,239,912	)		(59,266,488	)		(173,336,606	)
Change in net unrealized appreciation (depreciation) on
Futures contracts		4,018,755			(21,324,056	)		7,003,274			(20,176,064	)
Short-term U.S. government and agency obligations		3,454			20,803			(11,885	)		2,837
Change in net unrealized appreciation (depreciation)		4,022,209			(21,303,253	)		6,991,389			(20,173,227	)
Net realized and unrealized gain (loss)		(23,490,145	)		(148,543,165	)		(52,275,099	)		(193,509,833	)
Net income (loss)	$	(22,250,956	)	$	(146,777,823	)	$	(49,687,554	)	$	(190,288,574	)

See accompanying notes to financial statements.

79

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	162,936,051		$	226,765,204		$	157,321,746		$	266,580,320
Addition of 925,000, 1,115,000, 1,875,000 and 1,690,000 shares, respectively  (Note 8)		42,851,982			159,301,302			95,632,291			267,768,654
Redemption of 650,000, 63,750, 987,500 and 552,500 shares, respectively  (Note 8)		(35,117,049	)		(9,060,853	)		(54,846,455	)		(113,832,570	)
Net addition (redemption) of 275,000, 1,051,250, 887,500 and 1,137,500 shares, respectively (Note 8)		7,734,933			150,240,449			40,785,836			153,936,084
Net investment income (loss)		1,239,189			1,765,342			2,587,545			3,221,259
Net realized gain (loss)		(27,512,354	)		(127,239,912	)		(59,266,488	)		(173,336,606	)
Change in net unrealized appreciation (depreciation)		4,022,209			(21,303,253	)		6,991,389			(20,173,227	)
Net income (loss)		(22,250,956	)		(146,777,823	)		(49,687,554	)		(190,288,574	)
Shareholders’ equity, end of period	$	148,420,028		$	230,227,830		$	148,420,028		$	230,227,830

See accompanying notes to financial statements.

80

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
	(As Restated)			(As Restated)
Cash flow from operating activities
Net income (loss)	$	(49,687,554	)	$	(190,288,574	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(153,292,911	)		(318,231,573	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		149,944,134			334,754,108
Net amortization and accretion on short-term U.S. government and agency obligations		(1,754,522	)		(1,966,043	)
Net realized (gain) loss on investments		(4,830	)		10,605
Change in unrealized (appreciation) depreciation on investments		11,885			(2,837	)
Decrease (Increase) in receivable on open futures contracts		(2,310,106	)		2,384,188
Decrease (Increase) in interest receivable		5,529			18,196
Increase (Decrease) in payable to Sponsor		(23,353	)		(36,534	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(659	)		(7,961	)
Increase (Decrease) in payable on open futures contracts		(580	)		2,179,767
Net cash provided by (used in) operating activities		(57,112,967	)		(171,186,658	)
Cash flow from financing activities
Proceeds from addition of shares		95,632,291			267,768,654
Payment on shares redeemed		(54,846,455	)		(114,403,043	)
Net cash provided by (used in) financing activities		40,785,836			153,365,611
Net increase (decrease) in cash		(16,327,131	)		(17,821,047	)
Cash, beginning of period		95,126,975			175,279,856
Cash, end of period	$	78,799,844		$	157,458,809

See accompanying notes to financial statements.

81

PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION

	June 30, 2024 (unaudited)		December 31, 2023
	(As Restated)		(As Restated)
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $1,566,271,392 and $690,346,244, respectively)	$	1,566,273,968	$	690,474,277
Cash		821,558,111		1,209,034,101
Segregated cash balances with brokers for futures contracts		632,703,644		1,029,381,720
Segregated cash balances with brokers for foreign currency forward contracts		17,047,256		13,366,243
Segregated cash balances with brokers for swap agreements		77,374,847		345,924,043
Unrealized appreciation on swap agreements		59,832,955		21,033,528
Unrealized appreciation on foreign currency forward contracts		4,338,018		2,011,074
Receivable from capital shares sold		82,338,464		22,784,178
Receivable on open futures contracts		41,862,726		29,722,683
Interest receivable		5,126,818		6,486,760
Total assets		3,308,456,807		3,370,218,607
Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		77,776,296		39,357,935
Payable on open futures contracts		47,791,682		38,056,063
Brokerage commissions and futures account fees payable		46,364		131,497
Payable to Sponsor		2,427,704		2,654,226
Unrealized depreciation on swap agreements		55,954,990		3,841,216
Unrealized depreciation on foreign currency forward contracts		3,304,431		3,345,544
Total liabilities		187,301,467		87,386,481
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		3,121,155,340		3,282,832,126
Total liabilities and shareholders’ equity	$	3,308,456,807	$	3,370,218,607
Shares outstanding (Note 1) (Note 8)		82,929,099		82,617,848

See accompanying notes to financial statements.

82

PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Investment Income
Interest	$	36,592,197		$	35,172,821		$	67,381,467		$	69,048,196
Expenses
Management fee		7,448,120			9,417,542			14,618,380			18,671,870
Brokerage commissions		1,987,015			2,541,487			3,830,567			4,916,119
Futures account fees		169,922			426,130			400,385			828,892
Total expenses		9,605,057			12,385,159			18,849,332			24,416,881
Net investment income (loss)		26,987,140			22,787,662			48,532,135			44,631,315
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		192,957,311			(903,140,314	)		(95,441,709	)		(1,989,000,881	)
Swap agreements		147,613,685			(127,144,869	)		237,098,199			(36,920,176	)
Foreign currency forward contracts		(266,644	)		(367,022	)		(1,392,235	)		(2,820,838	)
Short-term U.S. government and agency obligations		1,196			(182,341	)		71,141			(195,871	)
Net realized gain (loss)		340,305,548			(1,030,834,546	)		140,335,396			(2,028,937,766	)
Change in net unrealized appreciation (depreciation) on
Futures contracts		(68,861,582	)		370,415,259			(169,234,257	)		337,853,836
Swap agreements		(58,891,791	)		53,364,477			(13,314,347	)		(96,981,521	)
Foreign currency forward contracts		550,617			2,274,360			2,368,057			3,691,623
Short-term U.S. government and agency obligations		59,741			266,337			(125,457	)		49,246
Change in net unrealized appreciation (depreciation)		(127,143,015	)		426,320,433			(180,306,004	)		244,613,184
Net realized and unrealized gain (loss)		213,162,533			(604,514,113	)		(39,970,608	)		(1,784,324,582	)
Net income (loss)	$	240,149,673		$	(581,726,451	)	$	8,561,527		$	(1,739,693,267	)

See accompanying notes to financial statements.

83

PROSHARES TRUST II

COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	3,088,679,681		$	4,138,630,893		$	3,282,832,126		$	3,887,786,746
Addition of 43,875,000, 45,449,000, 84,940,000 and 99,080,000 shares, respectively (Note 1) (Note 8)		1,659,368,580			2,534,087,735			3,456,902,022			6,659,958,056
Redemption of 46,923,748, 46,013,750, 84,628,748 and 105,972,000 shares, respectively (Note 1) (Note 8)		(1,867,042,594	)		(2,337,146,640	)		(3,627,140,335	)		(5,054,205,998	)
Net addition (redemption) of (3,048,748), (564,750), 311,252 and (6,892,000) shares, respectively (Note 1) (Note 8)		(207,674,014	)		196,941,095			(170,238,313	)		1,605,752,058
Net investment income (loss)		26,987,140			22,787,662			48,532,135			44,631,315
Net realized gain (loss)		340,305,548			(1,030,834,546	)		140,335,396			(2,028,937,766	)
Change in net unrealized appreciation (depreciation)		(127,143,015	)		426,320,433			(180,306,004	)		244,613,184
Net income (loss)		240,149,673			(581,726,451	)		8,561,527			(1,739,693,267	)
Shareholders’ equity, end of period	$	3,121,155,340		$	3,753,845,537		$	3,121,155,340		$	3,753,845,537

See accompanying notes to financial statements.

84

PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended June 30,
	2024			2023
	(As Restated)			(As Restated)
Cash flow from operating activities
Net income (loss)	$	8,561,527		$	(1,739,693,267	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(2,820,463,204	)		(23,583,170,670	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		1,973,332,631			23,734,747,679
Net amortization and accretion on short-term U.S. government and agency obligations		(28,723,434	)		(31,075,993	)
Net realized (gain) loss on investments		(71,141	)		195,871
Change in unrealized (appreciation) depreciation on investments		11,071,747			93,240,652
Decrease (Increase) in receivable on futures contracts		(12,140,043	)		4,229,051
Decrease (Increase) in interest receivable		1,359,942			(398,777	)
Increase (Decrease) in payable to Sponsor		(226,522	)		(307,569	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(85,133	)		1,468
Increase (Decrease) in payable on futures contracts		9,735,619			13,840,976
Net cash provided by (used in) operating activities		(857,648,011	)		(1,508,390,579	)
Cash flow from financing activities
Proceeds from addition of shares		3,397,347,736			6,655,658,102
Payment on shares redeemed		(3,588,721,974	)		(5,059,100,757	)
Net cash provided by (used in) financing activities		(191,374,238	)		1,596,557,345
Net increase (decrease) in cash		(1,049,022,249	)		88,166,766
Cash, beginning of period		2,597,706,107			2,276,152,772
Cash, end of period	$	1,548,683,858		$	2,364,319,538

See accompanying notes to financial statements.

85

PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

June 30, 2024

(unaudited)

NOTE 1 - ORGANIZATION

ProShares Trust II (the “Trust”) is a Delaware statutory trust formed on October 9, 2007 and is currently organized into separate series (each, a “Fund” and collectively, the “Funds”). As of June 30, 2024, the following sixteen series of the Trust have commenced investment operations: (i) ProShares VIX Short-Term Futures ETF and ProShares VIX Mid-Term Futures ETF (each, a “Matching VIX Fund” and collectively, the “Matching VIX Funds”); (ii) ProShares Short VIX Short-Term Futures ETF and ProShares Ultra VIX Short-Term Futures ETF (each, a “Geared VIX Fund” and collectively, the “Geared VIX Funds”); and (iii) ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Bloomberg Natural Gas, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Bloomberg Natural Gas, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Euro and ProShares Ultra Yen (each, a “Leveraged Fund” and collectively, the “Leveraged Funds”); Each of the Funds listed above issues common units of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Fund. The Shares of each Fund, other than the Matching VIX Funds and the Geared VIX Funds, are listed on the NYSE Arca, Inc. (“NYSE Arca”). The Matching VIX Funds and the Geared VIX Funds are listed on the Cboe BZX Exchange (“Cboe BZX”). The Leveraged Funds and the Geared VIX Funds, are collectively referred to as the “Geared Funds” in these Notes to Financial Statements. The Geared VIX Funds and the Matching VIX Funds are collectively referred to as the “VIX Funds” in these Notes to Financial Statements.

The Trust had no operations prior to November 24, 2008, other than matters relating to its organization, the registration of each series under the Securities Act of 1933, as amended, and the sale and issuance to ProShare Capital Management LLC (the “Sponsor”) of fourteen Shares at an aggregate purchase price of $350 in each of the following Funds: ProShares UltraShort Bloomberg Crude Oil, ProShares UltraShort Gold, ProShares UltraShort Silver, ProShares UltraShort Euro, ProShares UltraShort Yen, ProShares Ultra Bloomberg Crude Oil, ProShares Ultra Gold, ProShares Ultra Silver, ProShares Ultra Euro and ProShares Ultra Yen.

Groups of Funds are collectively referred to in several different ways. References to “Short Funds,” “UltraShort Funds,” or “Ultra Funds” refer to the different Funds based upon their investment objectives, but without distinguishing among the Funds’ benchmarks. References to “Commodity Index Funds,” “Commodity Funds” and “Currency Funds” refer to the different Funds according to their general benchmark categories without distinguishing among the Funds’ investment objectives or Fund-specific benchmarks. References to “VIX Funds” refer to the different Funds based upon their investment objective and their general benchmark categories.

The “Short” Fund seeks daily investment results, before fees and expenses, that correspond to one-half the inverse (-0.5x) of the daily performance of its corresponding benchmark. Each “UltraShort” Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of its corresponding benchmark. Each “Ultra” Fund seeks daily investment results, before fees and expenses, that correspond to either one and one-half times (1.5x) or two times (2x) the daily performance of its corresponding benchmark. Each Matching VIX Fund seeks investment results, before fees and expenses, both for a single day and over time, that match (1x) the performance of its corresponding benchmark. Daily performance is measured from the calculation of each Fund’s net asset value (“NAV”) to the Fund’s next NAV calculation.

The Geared Funds do not seek to achieve their stated investment objectives over a period of time greater than a single day because mathematical compounding prevents the Geared Funds from achieving such results. Accordingly, results over periods of time greater than a single day should not be expected to be a simple multiple (e.g., -0.5x, -2x, 1.5x, or 2x) of the period return of the corresponding benchmark and will likely differ significantly.

Share Splits and Reverse Share Splits

The table below includes forward and reverse Share splits for the Funds during the six months June 30, 2024, and during the year ended December 31, 2023. The ticker symbols for these Funds did not change, and each Fund continues to trade on its primary listing exchange, as applicable.

Fund	Execution Date (Prior to Opening of Trading)	Type of Split	Date Trading Resumed at Post-Split Price
ProShares VIX Short-Term Futures	June 22, 2023	1-for-5 reverse Share split	June 23, 2023
ProShares Ultra VIX Short-Term Futures	June 22, 2023	1-for-10 reverse Share split	June 23, 2023
ProShares Ultra Bloomberg Natural Gas	June 22, 2023	1-for-20 reverse Share split	June 23, 2023
ProShares Short VIX Short-Term Futures	April 10, 2024	2-for-1 forward Share split	April 11, 2024
ProShares UltraShort Bloomberg Natural Gas	April 10, 2024	2-for-1 forward Share split	April 11, 2024
ProShares Ultra VIX Short-Term Futures	April 10, 2024	1-for-5 reverse Share split	April 11, 2024

The reverse splits were applied retroactively for all periods presented, reducing the number of Shares outstanding for each of the Funds, and resulted in a proportionate increase in the price per Share and per Share information of each such Fund. Therefore, the reverse splits did not change the aggregate net asset value of a shareholder’s investment at the time of the reverse split.

86

The forward splits were applied retroactively for all periods presented, increasing the number of Shares outstanding for each of the Funds, and resulted in a proportionate decrease in the price per Share and per Share information of each such Fund. Therefore, the forward splits did not change the aggregate net asset value of a shareholder’s investment at the time of the forward split.

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

ProShares Trust II (the “Trust”) identified an error related to the classification of amounts on the Statements of Financial Condition between “Segregated cash balances with brokers for futures contracts” and “Receivable (Payable) on open futures contracts” for Trust filings for each quarterly Form 10-Q and annual Form 10-K filing for the period December 31, 2021, through June 30, 2024, for five Funds. The Statement of Cash Flows was the only other statement affected by these misclassifications. No other financial statement or financial statement disclosure in the Forms 10-Q or Form 10-K filings were affected by these errors. The misclassifications did not change the Shareholder Equity, net asset value per share, or total return of any Fund. The Funds impacted were: ProShares Short VIX Short-Term Futures ETF, ProShares Ultra Bloomberg Natural Gas, ProShares Ultra VIX Short-Term Futures ETF, ProShares UltraShort Bloomberg Natural Gas, and ProShares VIX Short-Term Futures ETF (the “Affected Funds”).

These misclassifications were caused by a misinterpretation of amounts on a futures commission merchant statement and resulted in reclassifications between accounts. There is no impact on the Affected Funds’ performance, investment results, net asset values or income. The impact of these adjustments is shown in the table below.

Statements of Financial Condition

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

	June 30, 2024 (unaudited)									December 31, 2023
	As Previously Reported			Adjustment			As Restated			As Previously Reported		Adjustment			As Restated
Assets
Segregated cash balances withbrokers for futures contracts		90,095,318			4,125,000			94,220,318			88,647,616		19,191,436			107,839,052
Receivable on open futures contracts		7,748,578			(4,125,000	)		3,623,578			30,330,665		(19,116,505	)		11,214,160
Total Assets		NR			NR			NR			283,337,788		74,931			283,412,719
Liabilities and shareholders’ equity
Payble on open futures contracts		NR			NR			NR			372,680		74,931			447,611
Total Liabilities		NR			NR			NR			16,153,429		74,931			16,228,360
Total liabilities and shareholders’ equity		NR			NR			NR			283,337,788		74,931			283,412,719
Statements of Cash Flows	June 30, 2024 (unaudited)									June 30, 2023 (unaudited)
	As Previously Reported			Adjustment			As Restated			As Previously Reported		Adjustment			As Restated
Decrease (Increase) in receivable on open futures contracts		22,582,087			(14,991,505	)		7,590,582			48,261,408		(15,737,458	)		32,523,950
Increase (Decrease) in payable on futures contracts		1,758,361			(74,931	)		1,683,430			NR		NR			NR
Net Cash provided by (used in) operating activities		16,072,852			(15,066,436	)		1,006,416			213,489,153		(15,737,458	)		197,751,695
Net Increase (decrease) in cash		(19,357,352	)		(15,066,436	)		(34,423,788	)		39,640,617		(15,737,458	)		23,903,159
Cash, beginninng of period		143,139,851			19,191,436			162,331,287			133,946,941		26,960,318			160,907,259
Cash, End of period		123,782,499			4,125,000			127,907,499			173,587,558		11,222,860			184,810,418

87

Statements of Financial Condition

PROSHARES ULTRA BLOOMBERG NATURAL GAS

	June 30, 2024 (unaudited)									December 31, 2023
	As Previously Reported			Adjustment			As Restated			As Previously Reported			Adjustment			As Restated
Assets
Segregated cash balances withbrokers for futures contracts		131,374,481			39,267,011			170,641,492			256,589,331			118,272,358			374,861,689
Receivable on open futures contracts		34,615,849			(34,615,849	)		—			117,168,017			(117,168,017	)		—
Total Assets		580,670,995			4,651,162			585,322,157			770,676,725			1,104,341			771,781,066
Liabilities and shareholders’ equity
Payble on open futures contracts		39,579,590			4,651,162			44,230,752			20,739,542			1,104,341			21,843,883
Total Liabilities		40,027,174			4,651,162			44,678,336			40,783,917			1,104,341			41,888,258
Total liabilities and shareholders’ equity		580,670,995			4,651,162			585,322,157			770,676,725			1,104,341			771,781,066
Statements of Cash Flows	June 30, 2024 (unaudited)									June 30, 2023 (unaudited)
	As Previously Reported			Adjustment			As Restated			As Previously Reported			Adjustment			As Restated
Decrease (Increase) in receivable on open futures contracts		82,552,168			(82,552,168	)		—			32,093,445			(83,600,796	)		(51,507,351	)
Increase (Decrease) in payable on futures contracts		18,840,048			3,546,821			22,386,869			(1,835,443	)		10,300,096			8,464,653
Net Cash provided by (used in) operating activities		(51,888,404	)		(79,005,347	)		(130,893,751	)		(1,115,027,371	)		(73,300,700	)		(1,188,328,071	)
Net Increase (decrease) in cash		(116,366,216	)		(79,005,347	)		(195,371,563	)		504,553,914			(73,300,700	)		431,253,214
Cash, beginninng of period		582,842,023			118,272,358			701,114,381			176,734,664			150,981,820			327,716,484
Cash, End of period		466,475,807			39,267,011			505,742,818			681,288,578			77,681,120			758,969,698

Statements of Financial Condition

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

	June 30, 2024 (unaudited)									December 31, 2023
	As Previously Reported			Adjustment			As Restated			As Previously Reported			Adjustment			As Restated
Assets
Segregated cash balances withbrokers for futures contracts		120,823,595			16,580,044			137,403,639			210,845,154			39,950,507			250,795,661
Receivable on open futures contracts		26,176,118			(16,580,044	)		9,596,074			50,510,206			(39,950,507	)		10,559,699
Total Assets		NR			NR			NR			NR			NR			NR
Liabilities and shareholders’ equity
Payble on open futures contracts		NR			NR			NR			NR			NR			NR
Total Liabilities		NR			NR			NR			NR			NR			NR
Total liabilities and shareholders’ equity		NR			NR			NR			NR			NR			NR
Statements of Cash Flows	June 30, 2024 (unaudited)									June 30, 2023 (unaudited)
	As Previously Reported			Adjustment			As Restated			As Previously Reported			Adjustment			As Restated
Decrease (Increase) in receivable on open futures contracts		24,334,088			(23,370,463	)		963,625			159,024,755			(138,417,492	)		20,607,263
Increase (Decrease) in payable on futures contracts		NR			NR			NR			1,707,397			578,252			2,285,649
Net Cash provided by (used in) operating activities		(145,921,103	)		(23,370,463	)		(169,291,566	)		(451,561,189	)		(137,839,240	)		(589,400,429	)
Net Increase (decrease) in cash		(141,696,813	)		(23,370,463	)		(165,067,276	)		(56,019,105	)		(137,839,240	)		(193,858,345	)
Cash, beginninng of period		297,461,110			39,950,507			337,411,617			394,847,507			188,366,332			583,213,839
Cash, End of period		155,764,297			16,580,044			172,344,341			338,828,402			50,527,092			389,355,494

88

Statements of Financial Condition

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

	June 30, 2024 (unaudited)									December 31, 2023
	As Previously Reported			Adjustment			As Restated			As Previously Reported		Adjustment			As Restated
Assets
Segregated cash balances withbrokers for futures contracts		27,590,142			17,647,619			45,237,761			35,326,076		27,563,925			62,890,001
Receivable on open futures contracts		25,789,178			(17,647,619	)		8,141,559			22,414,082		(17,967,880	)		4,446,202
Total Assets		NR			NR			NR			141,081,961		9,596,045			150,678,006
Liabilities and shareholders’ equity
Payble on open futures contracts		NR			NR			NR			—		9,596,045			9,596,045
Total Liabilities		NR			NR			NR			118,869		9,596,045			9,714,914
Total liabilities and shareholders’ equity		NR			NR			NR			141,081,961		9,596,045			150,678,006
Statements of Cash Flows	June 30, 2024 (unaudited)									June 30, 2023 (unaudited)
	As Previously Reported			Adjustment			As Restated			As Previously Reported		Adjustment			As Restated
Decrease (Increase) in receivable on open futures contracts		(3,375,096	)		(320,261	)		(3,695,357	)		7,788,147		(12,585,320	)		(4,797,173	)
Increase (Decrease) in payable on futures contracts		26,716			(9,596,045	)		(9,569,329	)		6,151,798		—			6,151,798
Net Cash provided by (used in) operating activities		(46,492,042	)		(9,916,306	)		(56,408,348	)		167,968,674		(12,585,320	)		155,383,354
Net Increase (decrease) in cash		(71,839,472	)		(9,916,306	)		(81,755,778	)		54,186,781		(12,585,320	)		41,601,461
Cash, beginninng of period		108,608,640			27,563,925			136,172,565			44,482,540		32,958,640			77,441,180
Cash, End of period		36,769,168			17,647,619			54,416,787			98,669,321		20,373,320			119,042,641

Statements of Financial Condition

PROSHARES VIX SHORT-TERM FUTURES ETF

	June 30, 2024 (unaudited)									December 31, 2023
	As Previously Reported			Adjustment			As Restated			As Previously Reported			Adjustment			As Restated
Assets
Segregated cash balances withbrokers for futures contracts		47,977,287			9,471,520			57,448,807			59,164,337			13,685,056			72,849,393
Receivable on open futures contracts		14,144,463			(9,471,520	)		4,672,943			16,047,893			(13,685,056	)		2,362,837
Total Assets		NR			NR			NR			NR			NR			NR
Liabilities and shareholders’ equity
Payble on open futures contracts		NR			NR			NR			NR			NR			NR
Total Liabilities		NR			NR			NR			NR			NR			NR
Total liabilities and shareholders’ equity		NR			NR			NR			NR			NR			NR
Statements of Cash Flows	June 30, 2024 (unaudited)									June 30, 2023 (unaudited)
	As Previously Reported			Adjustment			As Restated			As Previously Reported			Adjustment			As Restated
Decrease (Increase) in receivable on open futures contracts		1,903,430			(4,213,536	)		(2,310,106	)		34,137,415			(31,753,227	)		2,384,188
Increase (Decrease) in payable on futures contracts		(580	)		—			(580	)		1,907,775			271,992			2,179,767
Net Cash provided by (used in) operating activities		(52,899,431	)		(4,213,536	)		(57,112,967	)		(139,705,423	)		(31,481,235	)		(171,186,658	)
Net Increase (decrease) in cash		(12,113,595	)		(4,213,536	)		(16,327,131	)		13,660,188			(31,481,235	)		(17,821,047	)
Cash, beginninng of period		81,441,919			13,685,056			95,126,975			125,161,810			50,118,046			175,279,856
Cash, End of period		69,328,324			9,471,520			78,799,844			138,821,998			18,636,811			157,458,809

89

Statements of Financial Condition

PROSHARES TRUST II

	June 30, 2024 (unaudited)							December 31, 2023
	As Previously Reported		Adjustment			As Restated		As Previously Reported		Adjustment			As Restated
Assets
Segregated cash balances withbrokers for futures contracts		545,612,450		87,091,194			632,703,644		810,718,438		218,663,282			1,029,381,720
Receivable on open futures contracts		124,302,758		(82,440,032	)		41,862,726		237,610,648		(207,887,965	)		29,722,683
Total Assets		3,303,805,645		4,651,162			3,308,456,807		3,359,443,290		10,775,317			3,370,218,607