UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 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 November 4, 2024, the registrant had 173,759,561 shares of common stock, $0 par value per share, outstanding.

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		169
Item 4. Controls and Procedures		184
Part II. OTHER INFORMATION
Item 1. Legal Proceedings		186
Item 1A. Risk Factors		186
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		187
Item 3. Defaults Upon Senior Securities		189
Item 4. Mine Safety Disclosures		189
Item 5. Other Information		189
Item 6. Exhibits		190

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:		2
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

	September 30, 2024 (unaudited)		December 31, 2023
			(As Restated)
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $224,220,194 and $109,391,681, respectively)	$	224,255,645	$	109,410,342
Cash		44,257,427		54,492,235
Segregated cash balances with brokers for futures contracts		95,000,175		107,839,052
Receivable on open futures contracts		3,939,430		11,214,160
Interest receivable		881,876		456,930
Total assets		368,334,553		283,412,719
Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		15,522,316
Payable on open futures contracts		3,421,324		447,611
Brokerage commissions and futures account fees payable		3,966		9,571
Payable to Sponsor		334,907		248,862
Total liabilities		3,760,197		16,228,360
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		364,574,356		267,184,359
Total liabilities and shareholders’ equity	$	368,334,553	$	283,412,719
Shares outstanding		7,268,614		5,168,614
Net asset value per share	$	50.16	$	51.69
Market value per share (Note 2)	$	50.11	$	51.70

See accompanying notes to financial statements.

2

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(62% of shareholders’ equity)
U.S. Treasury Bills^^:
5.256% due 10/10/24	$	50,000,000	$	49,941,805
5.226% due 10/24/24		100,000,000		99,697,880
5.120% due 11/05/24		50,000,000		49,774,350
4.801% due 11/19/24		25,000,000		24,841,610
Total short-term U.S. government and agency obligations (cost $224,220,194)			$	224,255,645

Futures Contracts Sold

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - Cboe, expires October 2024		5,429	$	102,295,932	$	352,766
VIX Futures - Cboe, expires November 2024		4,431		80,190,023		(737,248	)
					$	(384,482	)

^^ 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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Investment Income
Interest	$	5,814,236		$	2,624,180		$	12,580,744		$	7,170,512
Expenses
Management fee		1,173,293			634,871			2,616,334			1,817,684
Brokerage commissions		346,441			137,943			688,357			387,868
Futures account fees		24,896			—			24,896			—
Total expenses		1,544,630			772,814			3,329,587			2,205,552
Net investment income (loss)		4,269,606			1,851,366			9,251,157			4,964,960
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(7,503,293	)		30,285,319			47,755,573			125,117,609
Short-term U.S. government and agency obligations		—			4			17,669			(25,807	)
Net realized gain (loss)		(7,503,293	)		30,285,323			47,773,242			125,091,802
Change in net unrealized appreciation (depreciation) on
Futures contracts		(4,219,681	)		(26,316,590	)		(13,025,106	)		(13,479,766	)
Short-term U.S. government and agency obligations		33,407			(557	)		16,790			(9,103	)
Change in net unrealized appreciation (depreciation)		(4,186,274	)		(26,317,147	)		(13,008,316	)		(13,488,869	)
Net realized and unrealized gain (loss)		(11,689,567	)		3,968,176			34,764,926			111,602,933
Net income (loss)	$	(7,419,961	)	$	5,819,542		$	44,016,083		$	116,567,893

See accompanying notes to financial statements.

4

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	298,712,515		$	282,353,267		$	267,184,359		$	339,591,638
Addition of 12,300,000, 1,300,000, 15,050,000 and 7,300,000 shares, respectively (Note 1)		562,757,352			56,262,968			710,001,613			241,582,456
Redemption of 9,900,000, 1,900,000, 12,950,000 and 12,800,000 shares, respectively (Note 1)		(489,475,550	)		(82,737,030	)		(656,627,699	)		(436,043,240	)
Net addition (redemption) of 2,400,000, (600,000), 2,100,000 and (5,500,000) shares, respectively (Note 1)		73,281,802			(26,474,062	)		53,373,914			(194,460,784	)
Net investment income (loss)		4,269,606			1,851,366			9,251,157			4,964,960
Net realized gain (loss)		(7,503,293	)		30,285,323			47,773,242			125,091,802
Change in net unrealized appreciation (depreciation)		(4,186,274	)		(26,317,147	)		(13,008,316	)		(13,488,869	)
Net income (loss)		(7,419,961	)		5,819,542			44,016,083			116,567,893
Shareholders’ equity, end of period	$	364,574,356		$	261,698,747		$	364,574,356		$	261,698,747

See accompanying notes to financial statements.

5

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
				(As Restated)
Cash flow from operating activities
Net income (loss)	$	44,016,083		$	116,567,893
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		(564,453,788	)		(584,136,375	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		455,017,669			626,824,736
Net amortization and accretion on short-term U.S. government and agency obligations		(5,374,725	)		(3,086,541	)
Net realized (gain) loss on investments		(17,669	)		25,807
Change in unrealized (appreciation) depreciation on investments		(16,790	)		9,103
Decrease (Increase) in receivable on open futures contracts		7,274,730			33,228,692
Decrease (Increase) in interest receivable		(424,946	)		200,839
Increase (Decrease) in payable to Sponsor		86,045			(144,914	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(5,605	)		(12,616	)
Increase (Decrease) in payable on open futures contracts		2,973,713			2,802,168
Net cash provided by (used in) operating activities		(60,925,283	)		192,278,792
Cash flow from financing activities
Proceeds from addition of shares		710,001,613			241,582,456
Payment on shares redeemed		(672,150,015	)		(441,905,054	)
Net cash provided by (used in) financing activities		37,851,598			(200,322,598	)
Net increase (decrease) in cash		(23,073,685	)		(8,043,806	)
Cash, beginning of period		162,331,287			160,907,259
Cash, end of period	$	139,257,602		$	152,863,453

See accompanying notes to financial statements.

6

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $328,525,485 and $233,435,026, respectively)	$	328,568,816	$	233,476,941
Cash		188,040,251		123,662,313
Segregated cash balances with brokers for futures contracts		66,227,471		70,781,753
Segregated cash balances with brokers for swap agreements		—		203,734,760
Unrealized appreciation on swap agreements		12,083,549		17,954,935
Receivable from capital shares sold		—		5,255,022
Receivable on open futures contracts		1,704,350		—
Interest receivable		848,266		568,017
Total assets		597,472,703		655,433,741
Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		3,803,543		—
Payable on open futures contracts		—		2,099,944
Brokerage commissions and futures account fees payable		—		5,682
Payable to Sponsor		446,905		534,678
Total liabilities		4,250,448		2,640,304
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		593,222,255		652,793,437
Total liabilities and shareholders’ equity	$	597,472,703	$	655,433,741
Shares outstanding		23,393,096		24,843,096
Net asset value per share	$	25.36	$	26.28
Market value per share (Note 2)	$	25.42	$	26.10

See accompanying notes to financial statements.

7

PROSHARES ULTRA BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(55% of shareholders’ equity)
U.S. Treasury Bills^^:
5.256% due 10/10/24	$	25,000,000	$	24,970,902
5.226% due 10/24/24†		105,000,000		104,682,774
5.120% due 11/05/24†		100,000,000		99,548,700
4.801% due 11/19/24		100,000,000		99,366,440
Total short-term U.S. government and agency obligations (cost $328,525,485)			$	328,568,816

Futures Contracts Purchased

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil - NYMEX, expires December 2024		2,269	$	153,770,130	$	(2,196,057	)
WTI Crude Oil - NYMEX, expires June 2025		2,326		155,679,180		(1,378,340	)
WTI Crude Oil - NYMEX, expires December 2025		2,361		156,746,790		1,232,341
					$	(2,342,056	)

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	%		10/07/24	$	143,374,704	$	2,403,631
Swap agreement with Goldman Sachs International based on Bloomberg Commodity Balanced WTI Crude Oil Index		0.35			10/07/24		226,614,289		3,799,116
Swap agreement with Morgan Stanley & Co. International PLC based on Bloomberg Commodity Balanced WTI Crude Oil Index		0.35			10/07/24		68,842,383		1,154,121
Swap agreement with Societe Generale based on Bloomberg Commodity Balanced WTI Crude Oil Index		0.25			10/07/24		172,015,554		2,894,904
Swap agreement with UBS AG based on Bloomberg Commodity Balanced WTI Crude Oil Index		0.30			10/07/24		109,053,861		1,831,777
							Total Unrealized Appreciation	$	12,083,549

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

^ The positions and counterparties herein are as of September 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 September 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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Investment Income
Interest	$	6,074,652		$	5,340,428		$	17,591,301		$	17,226,428
Expenses
Management fee		1,266,843			1,629,737			4,088,647			5,249,353
Brokerage commissions		65,064			51,162			169,844			239,809
Total expenses		1,331,907			1,680,899			4,258,491			5,489,162
Net investment income (loss)		4,742,745			3,659,529			13,332,810			11,737,266
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(5,588,143	)		45,265,209			22,864,139			85,471,042
Swap agreements		(61,237,840	)		199,284,914			10,385,399			168,504,091
Short-term U.S. government and agency obligations		(31	)		120			13,170			(59,258	)
Net realized gain (loss)		(66,826,014	)		244,550,243			33,262,708			253,915,875
Change in net unrealized appreciation (depreciation) on
Futures contracts		(15,224,501	)		15,311,614			1,173,176			(1,561,796	)
Swap agreements		(43,864,043	)		12,933,232			(5,871,386	)		(62,918,586	)
Short-term U.S. government and agency obligations		46,734			(67,874	)		1,416			(13,931	)
Change in net unrealized appreciation (depreciation)		(59,041,810	)		28,176,972			(4,696,794	)		(64,494,313	)
Net realized and unrealized gain (loss)		(125,867,824	)		272,727,215			28,565,914			189,421,562
Net income (loss)	$	(121,125,079	)	$	276,386,744		$	41,898,724		$	201,158,828

See accompanying notes to financial statements.

9

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	527,486,095		$	738,194,368		$	652,793,437		$	859,094,274
Addition of 16,200,000, –, 25,300,000 and 34,650,000 shares, respectively		431,007,011			—			696,995,533			812,713,784
Redemption of 8,550,000, 13,950,000, 26,750,000 and 45,900,000 shares, respectively		(244,145,772	)		(410,456,780	)		(798,465,439	)		(1,268,842,554	)
Net addition (redemption) of 7,650,000, (13,950,000), (1,450,000) and (11,250,000) shares, respectively		186,861,239			(410,456,780	)		(101,469,906	)		(456,128,770	)
Net investment income (loss)		4,742,745			3,659,529			13,332,810			11,737,266
Net realized gain (loss)		(66,826,014	)		244,550,243			33,262,708			253,915,875
Change in net unrealized appreciation (depreciation)		(59,041,810	)		28,176,972			(4,696,794	)		(64,494,313	)
Net income (loss)		(121,125,079	)		276,386,744			41,898,724			201,158,828
Shareholders’ equity, end of period	$	593,222,255		$	604,124,332		$	593,222,255		$	604,124,332

See accompanying notes to financial statements.

10

PROSHARES ULTRA BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	41,898,724		$	201,158,828
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		(1,176,903,761	)		(9,133,783,770	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		1,094,650,743			9,194,559,106
Net amortization and accretion on short-term U.S. government and agency obligations		(12,824,271	)		(11,464,606	)
Net realized (gain) loss on investments		(13,170	)		59,258
Change in unrealized (appreciation) depreciation on investments		5,869,970			62,932,517
Decrease (Increase) in receivable on open futures contracts		(1,704,350	)		8,466,027
Decrease (Increase) in interest receivable		(280,249	)		281,128
Increase (Decrease) in payable to Sponsor		(87,773	)		(143,154	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(5,682	)		(4,480	)
Increase (Decrease) in payable on open futures contracts		(2,099,944	)		2,980,155
Net cash provided by (used in) operating activities		(51,499,763	)		325,041,009
Cash flow from financing activities
Proceeds from addition of shares		702,250,555			812,713,784
Payment on shares redeemed		(794,661,896	)		(1,273,474,976	)
Net cash provided by (used in) financing activities		(92,411,341	)		(460,761,192	)
Net increase (decrease) in cash		(143,911,104	)		(135,720,183	)
Cash, beginning of period		398,178,826			476,600,261
Cash, end of period	$	254,267,722		$	340,880,078

See accompanying notes to financial statements.

11

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
			(As Restated)
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $323,763,134 and $64,445,510, respectively)	$	323,797,810	$	64,459,117
Cash		139,227,354		326,252,692
Segregated cash balances with brokers for futures contracts		216,166,129		374,861,689
Receivable from capital shares sold		—		4,281,925
Receivable on open futures contracts		22,694,887		—
Interest receivable		921,495		1,925,643
Total assets		702,807,675		771,781,066
Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		50,484,250		19,366,361
Payable on open futures contracts		—		21,843,883
Brokerage commissions and futures account fees payable		14,136		52,349
Payable to Sponsor		488,184		625,665
Total liabilities		50,986,570		41,888,258
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		651,821,105		729,892,808
Total liabilities and shareholders’ equity	$	702,807,675	$	771,781,066
Shares outstanding (Note 8)		11,103,709		5,113,709
Net asset value per share (Note 8)	$	58.70	$	142.73
Market value per share (Note 8) (Note 2)	$	58.00	$	142.20

See accompanying notes to financial statements.

12

PROSHARES ULTRA BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(50% of shareholders’ equity)
U.S. Treasury Bills^^:
5.256% due 10/10/24	$	100,000,000	$	99,883,610
5.226% due 10/24/24		75,000,000		74,773,410
5.120% due 11/05/24		50,000,000		49,774,350
4.801% due 11/19/24		100,000,000		99,366,440
Total short-term U.S. government and agency obligations (cost $323,763,134)			$	323,797,810

Futures Contracts Purchased

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Natural Gas - NYMEX, expires November 2024		44,626	$	1,304,417,980	$	107,189,385

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

See accompanying notes to financial statements.

13

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Investment Income
Interest	$	7,125,254		$	9,098,504		$	19,996,081		$	26,923,732
Expenses
Management fee		1,479,083			2,303,082			4,252,390			7,220,063
Brokerage commissions		681,738			629,541			2,170,207			2,727,691
Futures account fees		46,576			131,828			188,737			531,306
Total expenses		2,207,397			3,064,451			6,611,334			10,479,060
Net investment income (loss)		4,917,857			6,034,053			13,384,747			16,444,672
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(372,130,469	)		221,454,698			(402,539,202	)		(1,418,539,604	)
Swap agreements		—			15,625,140			—			(22,895,121	)
Short-term U.S. government and agency obligations		—			198			—			(7,018	)
Net realized gain (loss)		(372,130,469	)		237,080,036			(402,539,202	)		(1,441,441,743	)
Change in net unrealized appreciation (depreciation) on
Futures contracts		260,225,054			(362,927,910	)		63,582,315			196,021,496
Swap agreements		—			(47,526,551	)		—			(1,438,294	)
Short-term U.S. government and agency obligations		34,676			(17,784	)		21,069			(8,113	)
Change in net unrealized appreciation (depreciation)		260,259,730			(410,472,245	)		63,603,384			194,575,089
Net realized and unrealized gain (loss)		(111,870,739	)		(173,392,209	)		(338,935,818	)		(1,246,866,654	)
Net income (loss)	$	(106,952,882	)	$	(167,358,156	)	$	(325,551,071	)	$	(1,230,421,982	)

See accompanying notes to financial statements.

14

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	540,643,821		$	1,141,021,278		$	729,892,808		$	586,151,113
Addition of 10,350,000, 2,590,000, 23,240,000 and 9,143,000 shares, respectively (Note 1) (Note 8)		549,317,432			739,093,446			1,667,588,651			3,899,918,459
Redemption of 6,180,000, 2,650,666, 17,250,000 and 6,242,166 shares, respectively (Note 1) (Note 8)		(331,187,266	)		(842,417,287	)		(1,420,109,283	)		(2,385,308,309	)
Net addition (redemption) of 4,170,000, (60,666), 5,990,000 and 2,900,834 shares, respectively (Note 1) (Note 8)		218,130,166			(103,323,841	)		247,479,368			1,514,610,150
Net investment income (loss)		4,917,857			6,034,053			13,384,747			16,444,672
Net realized gain (loss)		(372,130,469	)		237,080,036			(402,539,202	)		(1,441,441,743	)
Change in net unrealized appreciation (depreciation)		260,259,730			(410,472,245	)		63,603,384			194,575,089
Net income (loss)		(106,952,882	)		(167,358,156	)		(325,551,071	)		(1,230,421,982	)
Shareholders’ equity, end of period	$	651,821,105		$	870,339,281		$	651,821,105		$	870,339,281

See accompanying notes to financial statements.

15

PROSHARES ULTRA BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
				(As Restated)
Cash flow from operating activities
Net income (loss)	$	(325,551,071	)	$	(1,230,421,982	)
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		(470,623,691	)		(10,927,044,661	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		215,000,000			10,897,274,725
Net amortization and accretion on short-term U.S. government and agency obligations		(3,693,933	)		(10,843,424	)
Net realized (gain) loss on investments		—			7,018
Change in unrealized (appreciation) depreciation on investments		(21,069	)		1,446,407
Decrease (Increase) in receivable on open futures contracts		(22,694,887	)		(22,267,174	)
Decrease (Increase) in interest receivable		1,004,148			(830,414	)
Increase (Decrease) in payable to Sponsor		(137,481	)		258,733
Increase (Decrease) in brokerage commissions and futures account fees payable		(38,213	)		1,619
Increase (Decrease) in payable on open futures contracts		(21,843,883	)		2,763,059
Net cash provided by (used in) operating activities		(628,600,080	)		(1,289,656,094	)
Cash flow from financing activities
Proceeds from addition of shares		1,671,870,576			3,899,918,459
Payment on shares redeemed		(1,388,991,394	)		(2,354,647,812	)
Net cash provided by (used in) financing activities		282,879,182			1,545,270,647
Net increase (decrease) in cash		(345,720,898	)		255,614,553
Cash, beginning of period		701,114,381			327,716,484
Cash, end of period	$	355,393,483		$	583,331,037

See accompanying notes to financial statements.

16

PROSHARES ULTRA EURO

STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
Assets
Cash	$	4,809,875	$	6,162,459
Segregated cash balances with brokers for foreign currency forward contracts		568,421		623,000
Unrealized appreciation on foreign currency forward contracts		47,355		308,424
Interest receivable		19,479		27,219
Total assets		5,445,130		7,121,102
Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		4,216		5,612
Unrealized depreciation on foreign currency forward contracts		705		1,475
Total liabilities		4,921		7,087
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		5,440,209		7,114,015
Total liabilities and shareholders’ equity	$	5,445,130	$	7,121,102
Shares outstanding		450,000		600,000
Net asset value per share	$	12.09	$	11.86
Market value per share (Note 2)	$	12.06	$	11.84

See accompanying notes to financial statements.

17

PROSHARES ULTRA EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 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		10/04/24		4,874,921		$	5,427,517		$	23,678
Euro with UBS AG		10/04/24		5,080,502			5,656,401			23,677
							Total Unrealized Appreciation		$	47,355
Contracts to Sell
Euro with Goldman Sachs International		10/04/24		(56,000	)	$	(62,348	)	$	(477	)
Euro with UBS AG		10/04/24		(127,000	)		(141,396	)		(228	)
							Total Unrealized Depreciation		$	(705	)

^ The positions and counterparties herein are as of September 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 September 30,					Nine Months Ended September 30,
	2024		2023			2024			2023
Investment Income
Interest	$	61,969	$	80,746		$	211,272		$	266,165
Expenses
Management fee		13,033		16,999			42,912			61,096
Total expenses		13,033		16,999			42,912			61,096
Net investment income (loss)		48,936		63,747			168,360			205,069
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		182,638		(22,385	)		107,862			336,185
Net realized gain (loss)		182,638		(22,385	)		107,862			336,185
Change in net unrealized appreciation (depreciation) on
Foreign currency forward contracts		187,048		(462,400	)		(260,299	)		(638,368	)
Change in net unrealized appreciation (depreciation)		187,048		(462,400	)		(260,299	)		(638,368	)
Net realized and unrealized gain (loss)		369,686		(484,785	)		(152,437	)		(302,183	)
Net income (loss)	$	418,622	$	(421,038	)	$	15,923		$	(97,114	)

See accompanying notes to financial statements.

19

PROSHARES ULTRA EURO

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	5,595,533		$	7,535,435		$	7,114,015		$	10,704,662
Addition of –, –, 100,000 and 200,000 shares, respectively		—			—			1,140,357			2,296,437
Redemption of 50,000, 50,000, 250,000 and 550,000 shares, respectively		(573,946	)		(590,916	)		(2,830,086	)		(6,380,504	)
Net addition (redemption) of (50,000), (50,000), (150,000) and (350,000) shares, respectively		(573,946	)		(590,916	)		(1,689,729	)		(4,084,067	)
Net investment income (loss)		48,936			63,747			168,360			205,069
Net realized gain (loss)		182,638			(22,385	)		107,862			336,185
Change in net unrealized appreciation (depreciation)		187,048			(462,400	)		(260,299	)		(638,368	)
Net income (loss)		418,622			(421,038	)		15,923			(97,114	)
Shareholders’ equity, end of period	$	5,440,209		$	6,523,481		$	5,440,209		$	6,523,481

See accompanying notes to financial statements.

20

PROSHARES ULTRA EURO

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	15,923		$	(97,114	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Change in unrealized (appreciation) depreciation on investments		260,299			638,368
Decrease (Increase) in interest receivable		7,740			15,036
Increase (Decrease) in payable to Sponsor		(1,396	)		(5,633	)
Net cash provided by (used in) operating activities		282,566			550,657
Cash flow from financing activities
Proceeds from addition of shares		1,140,357			2,296,437
Payment on shares redeemed		(2,830,086	)		(6,380,504	)
Net cash provided by (used in) financing activities		(1,689,729	)		(4,084,067	)
Net increase (decrease) in cash		(1,407,163	)		(3,533,410	)
Cash, beginning of period		6,785,459			10,259,418
Cash, end of period	$	5,378,296		$	6,726,008

See accompanying notes to financial statements.

21

PROSHARES ULTRA GOLD

STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $224,142,488 and $59,496,177, respectively)	$	224,172,785	$	59,507,594
Cash		51,667,828		92,898,206
Segregated cash balances with brokers for futures contracts		11,452,100		4,523,500
Segregated cash balances with brokers for swap agreements		—		31,930,271
Unrealized appreciation on swap agreements		16,711,846		3,078,593
Interest receivable		361,871		276,736
Total assets		304,366,430		192,214,900
Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		4,820,196		—
Payable on open futures contracts		438,065		564,042
Payable to Sponsor		225,947		148,835
Total liabilities		5,484,208		712,877
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		298,882,222		191,502,023
Total liabilities and shareholders’ equity	$	304,366,430	$	192,214,900
Shares outstanding		3,100,000		3,000,000
Net asset value per share	$	96.41	$	63.83
Market value per share (Note 2)	$	95.89	$	63.87

See accompanying notes to financial statements.

22

PROSHARES ULTRA GOLD

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(75% of shareholders’ equity)
U.S. Treasury Bills^^:
5.256% due 10/10/24†	$	50,000,000	$	49,941,805
5.226% due 10/24/24		75,000,000		74,773,410
5.120% due 11/05/24		50,000,000		49,774,350
4.801% due 11/19/24		50,000,000		49,683,220
Total short-term U.S. government and agency obligations (cost $224,142,488)			$	224,172,785

Futures Contracts Purchased

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Gold Futures - COMEX, expires December 2024		1,004	$	267,003,760	$	17,896,142

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	%		10/07/24	$	142,005,537	$	7,175,825
Swap agreement with Goldman Sachs International based on Bloomberg Gold Subindex		0.25			10/07/24		67,448,138		3,408,289
Swap agreement with UBS AG based on Bloomberg Gold Subindex		0.25			10/07/24		121,264,368		6,127,732
							Total Unrealized Appreciation	$	16,711,846

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

^ The positions and counterparties herein are as of September 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 September 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 September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023
Investment Income
Interest	$	3,315,167	$	1,837,846		$	8,148,441	$	5,470,056
Expenses
Management fee		628,619		417,418			1,611,610		1,318,793
Brokerage commissions		9,213		5,346			27,209		20,886
Total expenses		637,832		422,764			1,638,819		1,339,679
Net investment income (loss)		2,677,335		1,415,082			6,509,622		4,130,377
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		1,541,465		(6,609,223	)		16,072,123		1,311,944
Swap agreements		10,501,253		(10,266,780	)		46,009,687		9,808,518
Short-term U.S. government and agency obligations		—		138			3,011		(28,324	)
Net realized gain (loss)		12,042,718		(16,875,865	)		62,084,821		11,092,138
Change in net unrealized appreciation (depreciation) on
Futures contracts		18,663,834		2,767,991			13,799,867		(5,859,828	)
Swap agreements		23,264,503		(3,290,106	)		13,633,253		(16,839,655	)
Short-term U.S. government and agency obligations		29,160		(18,571	)		18,880		(7,666	)
Change in net unrealized appreciation (depreciation)		41,957,497		(540,686	)		27,452,000		(22,707,149	)
Net realized and unrealized gain (loss)		54,000,215		(17,416,551	)		89,536,821		(11,615,011	)
Net income (loss)	$	56,677,550	$	(16,001,469	)	$	96,046,443	$	(7,484,634	)

See accompanying notes to financial statements.

24

PROSHARES ULTRA GOLD

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	216,456,025		$	180,916,531		$	191,502,023		$	173,524,136
Addition of 850,000, 50,000, 1,650,000 and 500,000 shares, respectively		74,000,508			3,076,173			130,539,933			31,285,647
Redemption of 550,000, 350,000, 1,550,000 and 850,000 shares, respectively		(48,251,861	)		(20,294,678	)		(119,206,177	)		(49,628,592	)
Net addition (redemption) of 300,000, (300,000), 100,000 and (350,000) shares, respectively		25,748,647			(17,218,505	)		11,333,756			(18,342,945	)
Net investment income (loss)		2,677,335			1,415,082			6,509,622			4,130,377
Net realized gain (loss)		12,042,718			(16,875,865	)		62,084,821			11,092,138
Change in net unrealized appreciation (depreciation)		41,957,497			(540,686	)		27,452,000			(22,707,149	)
Net income (loss)		56,677,550			(16,001,469	)		96,046,443			(7,484,634	)
Shareholders’ equity, end of period	$	298,882,222		$	147,696,557		$	298,882,222		$	147,696,557

See accompanying notes to financial statements.

25

PROSHARES ULTRA GOLD

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	96,046,443		$	(7,484,634	)
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		(578,835,390	)		(886,531,310	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		420,003,011			909,750,482
Net amortization and accretion on short-term U.S. government and agency obligations		(5,810,921	)		(3,796,552	)
Net realized (gain) loss on investments		(3,011	)		28,324
Change in unrealized (appreciation) depreciation on investments		(13,652,133	)		16,847,321
Decrease (Increase) in receivable on open futures contracts		—			8,169
Decrease (Increase) in interest receivable		(85,135	)		52,940
Increase (Decrease) in payable to Sponsor		77,112			(11,784	)
Increase (Decrease) in payable on open futures contracts		(125,977	)		264,526
Net cash provided by (used in) operating activities		(82,386,001	)		29,127,482
Cash flow from financing activities
Proceeds from addition of shares		130,539,933			31,285,647
Payment on shares redeemed		(114,385,981	)		(49,628,592	)
Net cash provided by (used in) financing activities		16,153,952			(18,342,945	)
Net increase (decrease) in cash		(66,232,049	)		10,784,537
Cash, beginning of period		129,351,977			37,909,767
Cash, end of period	$	63,119,928		$	48,694,304

See accompanying notes to financial statements.

26

PROSHARES ULTRA SILVER

STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $348,546,299 and $114,255,151, respectively)	$	348,600,390	$	114,276,025
Cash		213,649,722		160,468,637
Segregated cash balances with brokers for futures contracts		47,000,500		23,499,000
Segregated cash balances with brokers for swap agreements		—		95,226,292
Unrealized appreciation on swap agreements		74,039,327		—
Receivable from capital shares sold		—		2,728,828
Interest receivable		798,123		598,623
Total assets		684,088,062		396,797,405
Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		12,161,723		—
Payable on open futures contracts		4,662,822		3,503,958
Payable to Sponsor		481,047		319,853
Unrealized depreciation on swap agreements		—		2,827,221
Total liabilities		17,305,592		6,651,032
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		666,782,470		390,146,373
Total liabilities and shareholders’ equity	$	684,088,062	$	396,797,405
Shares outstanding		16,446,526		14,296,526
Net asset value per share	$	40.54	$	27.29
Market value per share (Note 2)	$	40.44	$	27.17

See accompanying notes to financial statements.

27

PROSHARES ULTRA SILVER

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(52% of shareholders’ equity)
U.S. Treasury Bills^^:
5.256% due 10/10/24†	$	50,000,000	$	49,941,805
5.226% due 10/24/24†		100,000,000		99,697,880
5.120% due 11/05/24†		125,000,000		124,435,875
4.801% due 11/19/24		75,000,000		74,524,830
Total short-term U.S. government and agency obligations (cost $348,546,299)			$	348,600,390

Futures Contracts Purchased

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Silver Futures - COMEX, expires December 2024		3,954	$	621,924,660	$	52,276,346

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	%		10/07/24	$	316,950,428	$	32,950,011
Swap agreement with Goldman Sachs International based on Bloomberg Silver Subindex		0.30			10/07/24		27,896,806		2,899,316
Swap agreement with Morgan Stanley & Co. International PLC based on Bloomberg Silver Subindex		0.30			10/07/24		189,269,052		19,670,742
Swap agreement with UBS AG based on Bloomberg Silver Subindex		0.25			10/07/24		178,139,138		18,519,258
							Total Unrealized Appreciation	$	74,039,327

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

^ The positions and counterparties herein are as of September 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 September 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 September 30,						Nine Months Ended September 30,
	2024			2023			2024		2023
Investment Income
Interest	$	7,482,201		$	3,343,905		$	17,362,781	$	10,419,483
Expenses
Management fee		1,417,159			892,009			3,535,877		2,740,073
Brokerage commissions		45,868			27,874			130,090		101,511
Total expenses		1,463,027			919,883			3,665,967		2,841,584
Net investment income (loss)		6,019,174			2,424,022			13,696,814		7,577,899
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(38,481,009	)		(14,704,230	)		37,521,267		6,035,306
Swap agreements		(90,530,217	)		(15,547,180	)		49,677,236		(368,280	)
Short-term U.S. government and agency obligations		(25	)		—			4,772		(46,857	)
Net realized gain (loss)		(129,011,251	)		(30,251,410	)		87,203,275		5,620,169
Change in net unrealized appreciation (depreciation) on
Futures contracts		58,950,640			3,810,588			39,875,598		(35,593,902	)
Swap agreements		123,441,660			(3,571,377	)		76,866,548		(60,840,951	)
Short-term U.S. government and agency obligations		53,721			(20,937	)		33,217		(12,095	)
Change in net unrealized appreciation (depreciation)		182,446,021			218,274			116,775,363		(96,446,948	)
Net realized and unrealized gain (loss)		53,434,770			(30,033,136	)		203,978,638		(90,826,779	)
Net income (loss)	$	59,453,944		$	(27,609,114	)	$	217,675,452	$	(83,248,880	)

See accompanying notes to financial statements.

29

PROSHARES ULTRA SILVER

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	570,829,521		$	356,791,659		$	390,146,373		$	414,285,878
Addition of 4,700,000, 1,500,000, 12,150,000 and 4,100,000 shares, respectively		173,955,817			42,340,032			418,736,717			114,264,874
Redemption of 3,500,000, 1,450,000, 10,000,000 and 3,900,000 shares, respectively		(137,456,812	)		(43,526,502	)		(359,776,072	)		(117,305,797	)
Net addition (redemption) of 1,200,000, 50,000, 2,150,000 and 200,000 shares, respectively		36,499,005			(1,186,470	)		58,960,645			(3,040,923	)
Net investment income (loss)		6,019,174			2,424,022			13,696,814			7,577,899
Net realized gain (loss)		(129,011,251	)		(30,251,410	)		87,203,275			5,620,169
Change in net unrealized appreciation (depreciation)		182,446,021			218,274			116,775,363			(96,446,948	)
Net income (loss)		59,453,944			(27,609,114	)		217,675,452			(83,248,880	)
Shareholders’ equity, end of period	$	666,782,470		$	327,996,075		$	666,782,470		$	327,996,075

See accompanying notes to financial statements.

30

PROSHARES ULTRA SILVER

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	217,675,452		$	(83,248,880	)
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		(1,164,790,304	)		(2,785,919,203	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		941,998,259			2,822,588,221
Net amortization and accretion on short-term U.S. government and agency obligations		(11,494,331	)		(7,345,692	)
Net realized (gain) loss on investments		(4,772	)		46,857
Change in unrealized (appreciation) depreciation on investments		(76,899,765	)		60,853,046
Decrease (Increase) in interest receivable		(199,500	)		89,500
Increase (Decrease) in payable to Sponsor		161,194			(62,866	)
Increase (Decrease) in payable on open futures contracts		1,158,864			122,267
Net cash provided by (used in) operating activities		(92,394,903	)		7,123,250
Cash flow from financing activities
Proceeds from addition of shares		421,465,545			114,264,874
Payment on shares redeemed		(347,614,349	)		(118,921,179	)
Net cash provided by (used in) financing activities		73,851,196			(4,656,305	)
Net increase (decrease) in cash		(18,543,707	)		2,466,945
Cash, beginning of period		279,193,929			150,012,071
Cash, end of period	$	260,650,222		$	152,479,016

See accompanying notes to financial statements.

31

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
			(As Restated)
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $64,808,069 and $–, respectively)	$	64,820,219	$	—
Cash		60,429,911		86,615,956
Segregated cash balances with brokers for futures contracts		164,480,832		250,795,661
Receivable on open futures contracts		2,950,172		10,559,699
Interest receivable		521,282		924,148
Total assets		293,202,416		348,895,464
Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		7,629,152		—
Brokerage commissions and futures account fees payable		19,592		36,088
Payable to Sponsor		201,709		303,633
Total liabilities		7,850,453		339,721
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		285,351,963		348,555,743
Total liabilities and shareholders’ equity	$	293,202,416	$	348,895,464
Shares outstanding		11,443,643		8,264,892
Net asset value per share	$	24.94	$	42.17
Market value per share (Note 2)	$	24.93	$	42.20

See accompanying notes to financial statements.

32

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(23% of shareholders’ equity)
U.S. Treasury Bills^^:
5.256% due 10/10/24	$	25,000,000	$	24,970,903
5.226% due 10/24/24		20,000,000		19,939,576
5.120% due 11/05/24		20,000,000		19,909,740
Total short-term U.S. government and agency obligations (cost $64,808,069)			$	64,820,219

Futures Contracts Purchased

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - Cboe, expires October 2024		12,712	$	239,525,860	$	7,027,963
VIX Futures - Cboe, expires November 2024		10,409		188,376,878		1,325,778
					$	8,353,741

^^ 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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Investment Income
Interest	$	2,501,794		$	3,255,531		$	7,595,859		$	12,422,781
Expenses
Management fee		583,266			803,793			1,804,611			3,507,644
Brokerage commissions		534,432			517,699			1,475,584			2,007,911
Futures account fees		62,854			103,793			212,988			354,153
Total expenses		1,180,552			1,425,285			3,493,183			5,869,708
Net investment income (loss)		1,321,242			1,830,246			4,102,676			6,553,073
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(36,612,575	)		(142,584,115	)		(185,028,990	)		(751,122,089	)
Short-term U.S. government and agency obligations		317			(141	)		11,454			(3,731	)
Net realized gain (loss)		(36,612,258	)		(142,584,256	)		(185,017,536	)		(751,125,820	)
Change in net unrealized appreciation (depreciation) on
Futures contracts		14,558,661			108,839,211			39,537,652			65,564,944
Short-term U.S. government and agency obligations		12,132			12,008			12,150			8,625
Change in net unrealized appreciation (depreciation)		14,570,793			108,851,219			39,549,802			65,573,569
Net realized and unrealized gain (loss)		(22,041,465	)		(33,733,037	)		(145,467,734	)		(685,552,251	)
Net income (loss)	$	(20,720,223	)	$	(31,902,791	)	$	(141,365,058	)	$	(678,999,178	)

See accompanying notes to financial statements.

34

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	232,135,198		$	387,764,059		$	348,555,743		$	639,318,362
Addition of 19,350,000, 2,680,000, 29,200,000 and 6,942,000 shares, respectively (Note 1)		563,820,661			217,623,291			854,933,354			1,109,114,165
Redemption of 17,750,000, 3,380,676, 26,021,248 and 5,308,676 shares, respectively (Note 1)		(489,883,673	)		(290,433,868	)		(776,772,076	)		(786,382,658	)
Net addition (redemption) of 1,600,000, (700,676), 3,178,752 and 1,633,324 shares, respectively (Note 1)		73,936,988			(72,810,577	)		78,161,278			322,731,507
Net investment income (loss)		1,321,242			1,830,246			4,102,676			6,553,073
Net realized gain (loss)		(36,612,258	)		(142,584,256	)		(185,017,536	)		(751,125,820	)
Change in net unrealized appreciation (depreciation)		14,570,793			108,851,219			39,549,802			65,573,569
Net income (loss)		(20,720,223	)		(31,902,791	)		(141,365,058	)		(678,999,178	)
Shareholders’ equity, end of period	$	285,351,963		$	283,050,691		$	285,351,963		$	283,050,691

See accompanying notes to financial statements.

35

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
				(As Restated)
Cash flow from operating activities
Net income (loss)	$	(141,365,058	)	$	(678,999,178	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Purchases of short-term U.S. government and agency obligations		(259,379,827	)		(1,439,995,575	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		196,346,250			1,392,250,029
Net amortization and accretion on short-term U.S. government and agency obligations		(1,763,038	)		(2,098,269	)
Net realized (gain) loss on investments		(11,454	)		3,731
Change in unrealized (appreciation) depreciation on investments		(12,150	)		(8,625	)
Decrease (Increase) in receivable on open futures contracts		7,609,527			14,010,352
Decrease (Increase) in interest receivable		402,866			557,273
Increase (Decrease) in payable to Sponsor		(101,924	)		(304,407	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(16,496	)		(24,372	)
Increase (Decrease) in payable on open futures contracts		7,629,152			(904,685	)
Net cash provided by (used in) operating activities		(190,662,152	)		(715,513,726	)
Cash flow from financing activities
Proceeds from addition of shares		854,933,354			1,099,388,535
Payment on shares redeemed		(776,772,076	)		(779,905,509	)
Net cash provided by (used in) financing activities		78,161,278			319,483,026
Net increase (decrease) in cash		(112,500,874	)		(396,030,700	)
Cash, beginning of period		337,411,617			583,213,839
Cash, end of period	$	224,910,743		$	187,183,139

See accompanying notes to financial statements.

36

PROSHARES ULTRA YEN

STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
Assets
Cash	$	48,019,854	$	27,001,312
Segregated cash balances with brokers for foreign currency forward contracts		5,345,303		2,976,399
Unrealized appreciation on foreign currency forward contracts		17,300		1,534,924
Interest receivable		195,728		104,541
Total assets		53,578,185		31,617,176
Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		—		1,373,167
Payable to Sponsor		42,876		22,600
Unrealized depreciation on foreign currency forward contracts		301,244		15,639
Total liabilities		344,120		1,411,406
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		53,234,065		30,205,770
Total liabilities and shareholders’ equity	$	53,578,185	$	31,617,176
Shares outstanding		2,149,970		1,099,970
Net asset value per share	$	24.76	$	27.46
Market value per share (Note 2)	$	24.70	$	27.49

See accompanying notes to financial statements.

37

PROSHARES ULTRA YEN

SCHEDULE OF INVESTMENTS

SEPTEMBER 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		10/04/24		8,074,137,056		$	56,212,409		$	(39,623	)
Yen with UBS AG		10/04/24		9,098,731,856			63,345,673			(261,621	)
							Total Unrealized Depreciation		$	(301,244	)
Contracts to Sell
Yen with Goldman Sachs International		10/04/24		(604,074,000	)	$	(4,205,584	)	$	2,938
Yen with UBS AG		10/04/24		(1,280,959,000	)		(8,918,079	)		14,362
							Total Unrealized Appreciation		$	17,300

^ The positions and counterparties herein are as of September 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 September 30,					Nine Months Ended September 30,
	2024		2023			2024			2023
Investment Income
Interest	$	541,372	$	174,354		$	1,395,183		$	409,452
Expenses
Management fee		118,878		35,968			295,486			91,858
Total expenses		118,878		35,968			295,486			91,858
Net investment income (loss)		422,494		138,386			1,099,697			317,594
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		6,834,509		(1,854,770	)		(562,689	)		(2,923,720	)
Net realized gain (loss)		6,834,509		(1,854,770	)		(562,689	)		(2,923,720	)
Change in net unrealized appreciation (depreciation) on
Foreign currency forward contracts		2,618,114		277,206			(1,803,229	)		(1,564,970	)
Change in net unrealized appreciation (depreciation)		2,618,114		277,206			(1,803,229	)		(1,564,970	)
Net realized and unrealized gain (loss)		9,452,623		(1,577,564	)		(2,365,918	)		(4,488,690	)
Net income (loss)	$	9,875,117	$	(1,439,178	)	$	(1,266,221	)	$	(4,171,096	)

See accompanying notes to financial statements.

39

PROSHARES ULTRA YEN

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	44,510,138		$	12,330,974		$	30,205,770		$	13,814,796
Addition of 550,000, 300,000, 1,850,000 and 500,000 shares, respectively		13,600,287			8,063,291			43,805,863			14,320,409
Redemption of 600,000, 50,000, 800,000 and 200,000 shares, respectively		(14,751,477	)		(1,446,839	)		(19,511,347	)		(6,455,861	)
Net addition (redemption) of (50,000), 250,000, 1,050,000 and 300,000 shares, respectively		(1,151,190	)		6,616,452			24,294,516			7,864,548
Net investment income (loss)		422,494			138,386			1,099,697			317,594
Net realized gain (loss)		6,834,509			(1,854,770	)		(562,689	)		(2,923,720	)
Change in net unrealized appreciation (depreciation)		2,618,114			277,206			(1,803,229	)		(1,564,970	)
Net income (loss)		9,875,117			(1,439,178	)		(1,266,221	)		(4,171,096	)
Shareholders’ equity, end of period	$	53,234,065		$	17,508,248		$	53,234,065		$	17,508,248

See accompanying notes to financial statements.

40

PROSHARES ULTRA YEN

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(1,266,221	)	$	(4,171,096	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Change in unrealized (appreciation) depreciation on investments		1,803,229			1,564,970
Decrease (Increase) in interest receivable		(91,187	)		(21,326	)
Increase (Decrease) in payable to Sponsor		20,276			1,484
Net cash provided by (used in) operating activities		466,097			(2,625,968	)
Cash flow from financing activities
Proceeds from addition of shares		43,805,863			14,320,409
Payment on shares redeemed		(20,884,514	)		(6,455,861	)
Net cash provided by (used in) financing activities		22,921,349			7,864,548
Net increase (decrease) in cash		23,387,446			5,238,580
Cash, beginning of period		29,977,711			12,801,958
Cash, end of period	$	53,365,157		$	18,040,538

See accompanying notes to financial statements.

41

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $34,919,601 and $49,673,923, respectively)	$	34,925,773	$	49,683,885
Cash		38,407,930		91,925,442
Segregated cash balances with brokers for futures contracts		30,091,480		49,648,726
Receivable on open futures contracts		564,264		654,887
Interest receivable		157,060		285,610
Total assets		104,146,507		192,198,550
Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		2,927,949		3,096,091
Payable on open futures contracts		4,402,659		—
Brokerage commissions and futures account fees payable		—		3,509
Payable to Sponsor		85,946		135,358
Total liabilities		7,416,554		3,234,958
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		96,729,953		188,963,592
Total liabilities and shareholders’ equity	$	104,146,507	$	192,198,550
Shares outstanding		4,955,220		9,105,220
Net asset value per share	$	19.52	$	20.75
Market value per share (Note 2)	$	19.48	$	20.89

See accompanying notes to financial statements.

42

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(36% of shareholders’ equity)
U.S. Treasury Bills^^:
5.256% due 10/10/24	$	25,000,000	$	24,970,903
5.120% due 11/05/24		10,000,000		9,954,870
Total short-term U.S. government and agency obligations (cost $34,919,601)			$	34,925,773

Futures Contracts Sold

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
WTI Crude Oil - NYMEX, expires December 2024		942	$	63,839,340	$	9,768,953
WTI Crude Oil - NYMEX, expires June 2025		965		64,587,450		5,173,278
WTI Crude Oil - NYMEX, expires December 2025		980		65,062,200		(36,482	)
					$	14,905,749

^^ 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 September 30,					Nine Months Ended September 30,
	2024		2023			2024			2023
Investment Income
Interest	$	1,865,946	$	2,609,417		$	6,398,993		$	6,172,654
Expenses
Management fee		363,340		548,671			1,255,680			1,392,728
Brokerage commissions		51,598		54,549			149,398			180,385
Total expenses		414,938		603,220			1,405,078			1,573,113
Net investment income (loss)		1,451,008		2,006,197			4,993,915			4,599,541
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		12,329,007		(47,764,820	)		(330,018	)		7,896,254
Short-term U.S. government and agency obligations		179		60			6,958			(11,723	)
Net realized gain (loss)		12,329,186		(47,764,760	)		(323,060	)		7,884,531
Change in net unrealized appreciation (depreciation) on
Futures contracts		28,461,478		(38,026,419	)		(7,530,570	)		(35,285,156	)
Short-term U.S. government and agency obligations		5,390		8,060			(3,790	)		6,419
Change in net unrealized appreciation (depreciation)		28,466,868		(38,018,359	)		(7,534,360	)		(35,278,737	)
Net realized and unrealized gain (loss)		40,796,054		(85,783,119	)		(7,857,420	)		(27,394,206	)
Net income (loss)	$	42,247,062	$	(83,776,922	)	$	(2,863,505	)	$	(22,794,665	)

See accompanying notes to financial statements.

44

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	177,620,038		$	112,854,952		$	188,963,592		$	222,697,337
Addition of 2,250,000, 17,250,000, 14,900,000 and 28,800,000 shares, respectively		37,421,194			345,709,147			253,860,259			622,896,585
Redemption of 8,700,000, 4,050,000, 19,050,000 and 20,500,000 shares, respectively		(160,558,341	)		(78,010,711	)		(343,230,393	)		(526,022,791	)
Net addition (redemption) of (6,450,000), 13,200,000, (4,150,000) and 8,300,000 shares, respectively		(123,137,147	)		267,698,436			(89,370,134	)		96,873,794
Net investment income (loss)		1,451,008			2,006,197			4,993,915			4,599,541
Net realized gain (loss)		12,329,186			(47,764,760	)		(323,060	)		7,884,531
Change in net unrealized appreciation (depreciation)		28,466,868			(38,018,359	)		(7,534,360	)		(35,278,737	)
Net income (loss)		42,247,062			(83,776,922	)		(2,863,505	)		(22,794,665	)
Shareholders’ equity, end of period	$	96,729,953		$	296,776,466		$	96,729,953		$	296,776,466

See accompanying notes to financial statements.

45

PROSHARES ULTRASHORT BLOOMBERG CRUDE OIL

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(2,863,505	)	$	(22,794,665	)
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		(301,469,671	)		(881,618,883	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		319,998,987			789,898,469
Net amortization and accretion on short-term U.S. government and agency obligations		(3,768,036	)		(3,156,304	)
Net realized (gain) loss on investments		(6,958	)		11,723
Change in unrealized (appreciation) depreciation on investments		3,790			(6,419	)
Decrease (Increase) in receivable on open futures contracts		90,623			(1,952,940	)
Decrease (Increase) in interest receivable		128,550			104,982
Increase (Decrease) in payable to Sponsor		(49,412	)		(2,885	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(3,509	)		299
Increase (Decrease) in payable on open futures contracts		4,402,659			(6,109,476	)
Net cash provided by (used in) operating activities		16,463,518			(125,626,099	)
Cash flow from financing activities
Proceeds from addition of shares		253,860,259			615,353,267
Payment on shares redeemed		(343,398,535	)		(527,279,881	)
Net cash provided by (used in) financing activities		(89,538,276	)		88,073,386
Net increase (decrease) in cash		(73,074,758	)		(37,552,713	)
Cash, beginning of period		141,574,168			139,811,511
Cash, end of period	$	68,499,410		$	102,258,798

See accompanying notes to financial statements.

46

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
			(As Restated)
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $44,887,800 and $–, respectively)	$	44,895,561	$	—
Cash		42,574,367		73,282,564
Segregated cash balances with brokers for futures contracts		44,405,633		62,890,001
Receivable from capital shares sold		2,725,965		9,611,378
Receivable on open futures contracts		—		4,446,202
Interest receivable		155,000		447,861
Total assets		134,756,526		150,678,006
Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		1,994,480		9,596,045
Brokerage commissions and futures account fees payable		1,100		10,461
Payable to Sponsor		67,921		108,408
Total liabilities		2,063,501		9,714,914
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		132,693,025		140,963,092
Total liabilities and shareholders’ equity	$	134,756,526	$	150,678,006
Shares outstanding		2,433,712		2,933,712
Net asset value per share	$	54.52	$	48.05
Market value per share (Note 2)	$	55.22	$	48.21

See accompanying notes to financial statements.

47

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(34% of shareholders’ equity)
U.S. Treasury Bills^^:
5.256% due 10/10/24	$	25,000,000	$	24,970,903
5.226% due 10/24/24		10,000,000		9,969,788
5.120% due 11/05/24		10,000,000		9,954,870
Total short-term U.S. government and agency obligations (cost $44,887,800)			$	44,895,561

Futures Contracts Sold

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Natural Gas - NYMEX, expires November 2024		9,079	$	265,379,170	$	(14,948,530	)

^^ 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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Investment Income
Interest	$	1,150,564		$	1,476,050		$	4,075,138		$	4,007,691
Expenses
Management fee		224,779			304,567			797,283			903,703
Brokerage commissions		156,391			133,782			722,643			577,070
Futures account fees		6,899			23,941			33,910			80,308
Total expenses		388,069			462,290			1,553,836			1,561,081
Net investment income (loss)		762,495			1,013,760			2,521,302			2,446,610
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		90,006,232			(10,798,451	)		90,097,297			221,346,621
Short-term U.S. government and agency obligations		(2,218	)		(174	)		(3,961	)		(1,437	)
Net realized gain (loss)		90,004,014			(10,798,625	)		90,093,336			221,345,184
Change in net unrealized appreciation (depreciation) on
Futures contracts		(55,772,673	)		44,086,649			(11,395,023	)		(62,113,081	)
Short-term U.S. government and agency obligations		8,364			173			7,761			(9,995	)
Change in net unrealized appreciation (depreciation)		(55,764,309	)		44,086,822			(11,387,262	)		(62,123,076	)
Net realized and unrealized gain (loss)		34,239,705			33,288,197			78,706,074			159,222,108
Net income (loss)	$	35,002,200		$	34,301,957		$	81,227,376		$	161,668,718

See accompanying notes to financial statements.

49

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	147,292,427		$	141,324,963		$	140,963,092		$	134,109,520
Addition of 2,700,000, 11,000,000, 16,700,000 and 38,700,000 shares, respectively (Note 1)		167,655,268			295,245,731			864,763,170			1,128,672,428
Redemption of 3,250,000, 12,500,000, 17,200,000 and 45,000,000 shares, respectively (Note 1)		(217,256,870	)		(359,209,589	)		(954,260,613	)		(1,312,787,604	)
Net addition (redemption) of (550,000), (1,500,000), (500,000) and (6,300,000) shares, respectively (Note 1)		(49,601,602	)		(63,963,858	)		(89,497,443	)		(184,115,176	)
Net investment income (loss)		762,495			1,013,760			2,521,302			2,446,610
Net realized gain (loss)		90,004,014			(10,798,625	)		90,093,336			221,345,184
Change in net unrealized appreciation (depreciation)		(55,764,309	)		44,086,822			(11,387,262	)		(62,123,076	)
Net income (loss)		35,002,200			34,301,957			81,227,376			161,668,718
Shareholders’ equity, end of period	$	132,693,025		$	111,663,062		$	132,693,025		$	111,663,062

See accompanying notes to financial statements.

50

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
				(As Restated)
Cash flow from operating activities
Net income (loss)	$	81,227,376		$	161,668,718
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		(232,607,254	)		(228,632,508	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		189,472,679			271,472,626
Net amortization and accretion on short-term U.S. government and agency obligations		(1,757,186	)		(1,304,490	)
Net realized (gain) loss on investments		3,961			1,437
Change in unrealized (appreciation) depreciation on investments		(7,761	)		9,995
Decrease (Increase) in receivable on open futures contracts		4,446,202			(256,495	)
Decrease (Increase) in interest receivable		292,861			65,570
Increase (Decrease) in payable to Sponsor		(40,487	)		(54,464	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(9,361	)		(3,080	)
Increase (Decrease) in payable on open futures contracts		(7,601,565	)		11,055,812
Net cash provided by (used in) operating activities		33,419,465			214,023,121
Cash flow from financing activities
Proceeds from addition of shares		871,648,583			1,116,379,999
Payment on shares redeemed		(954,260,613	)		(1,318,152,800	)
Net cash provided by (used in) financing activities		(82,612,030	)		(201,772,801	)
Net increase (decrease) in cash		(49,192,565	)		12,250,320
Cash, beginning of period		136,172,565			77,441,180
Cash, end of period	$	86,980,000		$	89,691,500

See accompanying notes to financial statements.

51

PROSHARES ULTRASHORT EURO

STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
Assets
Cash	$	28,552,506	$	34,758,230
Segregated cash balances with brokers for foreign currency forward contracts		4,592,112		6,332,112
Unrealized appreciation on foreign currency forward contracts		3,425		38,029
Interest receivable		122,190		159,359
Total assets		33,270,233		41,287,730
Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		26,664		33,372
Unrealized depreciation on foreign currency forward contracts		331,061		1,886,808
Total liabilities		357,725		1,920,180
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		32,912,508		39,367,550
Total liabilities and shareholders’ equity	$	33,270,233	$	41,287,730
Shares outstanding		1,100,000		1,350,000
Net asset value per share	$	29.92	$	29.16
Market value per share (Note 2)	$	29.92	$	29.15

See accompanying notes to financial statements.

52

PROSHARES ULTRASHORT EURO

SCHEDULE OF INVESTMENTS

SEPTEMBER 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		10/04/24		2,449,000		$	2,726,606		$	(7,194	)
Euro with UBS AG		10/04/24		4,937,000			5,496,633			3,425
							Total Unrealized Depreciation		$	(3,769	)
Contracts to Sell
Euro with Goldman Sachs International		10/04/24		(33,971,263	)	$	(37,822,066	)	$	(174,548	)
Euro with UBS AG		10/04/24		(32,544,199	)		(36,233,239	)		(149,319	)
							Total Unrealized Depreciation		$	(323,867	)

^ The positions and counterparties herein are as of September 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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Investment Income
Interest	$	400,294		$	523,684		$	1,288,483		$	1,764,550
Expenses
Management fee		84,768			111,472			270,996			404,141
Total expenses		84,768			111,472			270,996			404,141
Net investment income (loss)		315,526			412,212			1,017,487			1,360,409
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(1,317,854	)		(122,866	)		(1,360,955	)		(2,576,119	)
Short-term U.S. government and agency obligations		—			—			4,641			—
Net realized gain (loss)		(1,317,854	)		(122,866	)		(1,356,314	)		(2,576,119	)
Change in net unrealized appreciation (depreciation) on
Foreign currency forward contracts		(1,247,585	)		3,207,102			1,521,143			3,909,584
Short-term U.S. government and agency obligations		—			—			—			(4,802	)
Change in net unrealized appreciation (depreciation)		(1,247,585	)		3,207,102			1,521,143			3,904,782
Net realized and unrealized gain (loss)		(2,565,439	)		3,084,236			164,829			1,328,663
Net income (loss)	$	(2,249,913	)	$	3,496,448		$	1,182,316		$	2,689,072

See accompanying notes to financial statements.

54

PROSHARES ULTRASHORT EURO

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	38,226,983		$	50,931,301		$	39,367,550		$	75,113,179
Addition of –, –, 50,000 and 100,000 shares, respectively		—			—			1,591,183			3,051,886
Redemption of 100,000, 350,000, 300,000 and 1,250,000 shares, respectively		(3,064,562	)		(10,423,341	)		(9,228,541	)		(36,849,729	)
Net addition (redemption) of (100,000), (350,000), (250,000) and (1,150,000) shares, respectively		(3,064,562	)		(10,423,341	)		(7,637,358	)		(33,797,843	)
Net investment income (loss)		315,526			412,212			1,017,487			1,360,409
Net realized gain (loss)		(1,317,854	)		(122,866	)		(1,356,314	)		(2,576,119	)
Change in net unrealized appreciation (depreciation)		(1,247,585	)		3,207,102			1,521,143			3,904,782
Net income (loss)		(2,249,913	)		3,496,448			1,182,316			2,689,072
Shareholders’ equity, end of period	$	32,912,508		$	44,004,408		$	32,912,508		$	44,004,408

See accompanying notes to financial statements.

55

PROSHARES ULTRASHORT EURO

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	1,182,316		$	2,689,072
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		(1,521,143	)		(3,904,782	)
Decrease (Increase) in interest receivable		37,169			(55,032	)
Increase (Decrease) in payable to Sponsor		(6,708	)		(28,970	)
Net cash provided by (used in) operating activities		(308,366	)		38,692,110
Cash flow from financing activities
Proceeds from addition of shares		1,591,183			3,051,886
Payment on shares redeemed		(9,228,541	)		(36,849,729	)
Net cash provided by (used in) financing activities		(7,637,358	)		(33,797,843	)
Net increase (decrease) in cash		(7,945,724	)		4,894,267
Cash, beginning of period		41,090,342			37,531,356
Cash, end of period	$	33,144,618		$	42,425,623

See accompanying notes to financial statements.

56

PROSHARES ULTRASHORT GOLD

STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
Assets
Cash	$	14,615,256	$	9,309,908
Segregated cash balances with brokers for futures contracts		631,400		261,450
Segregated cash balances with brokers for swap agreements		3,802,670		2,375,125
Receivable on open futures contracts		37,716		17,324
Interest receivable		45,415		41,501
Total assets		19,132,457		12,005,308
Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		10,987		9,708
Unrealized depreciation on swap agreements		1,062,980		199,821
Total liabilities		1,073,967		209,529
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		18,058,490		11,795,779
Total liabilities and shareholders’ equity	$	19,132,457	$	12,005,308
Shares outstanding		1,046,977		446,977
Net asset value per share	$	17.25	$	26.39
Market value per share (Note 2)	$	17.33	$	26.37

See accompanying notes to financial statements.

57

PROSHARES ULTRASHORT GOLD

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

(unaudited)

Futures Contracts Sold

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Gold Futures - COMEX, expires December 2024		57	$	15,158,580	$	(124,208	)

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	%		10/07/24	$	(4,820,548	)	$	(245,098	)
Swap agreement with Goldman Sachs International based on Bloomberg Gold Subindex		0.20			10/07/24		(6,317,878	)		(321,030	)
Swap agreement with UBS AG based on Bloomberg Gold Subindex		0.25			10/07/24		(9,772,030	)		(496,852	)
							Total Unrealized Depreciation		$	(1,062,980	)

^ The positions and counterparties herein are as of September 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 September 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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Investment Income
Interest	$	148,896		$	142,707		$	468,826		$	459,321
Expenses
Management fee		34,177			32,970			105,887			112,212
Brokerage commissions		920			1,099			3,138			4,065
Total expenses		35,097			34,069			109,025			116,277
Net investment income (loss)		113,799			108,638			359,801			343,044
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(722,224	)		807,474			(2,348,472	)		131,315
Swap agreements		(687,295	)		628,950			(2,975,334	)		(1,278,923	)
Net realized gain (loss)		(1,409,519	)		1,436,424			(5,323,806	)		(1,147,608	)
Change in net unrealized appreciation (depreciation) on
Futures contracts		(291,313	)		(460,051	)		20,023			609,640
Swap agreements		(1,471,680	)		208,445			(863,159	)		1,241,973
Change in net unrealized appreciation (depreciation)		(1,762,993	)		(251,606	)		(843,136	)		1,851,613
Net realized and unrealized gain (loss)		(3,172,512	)		1,184,818			(6,166,942	)		704,005
Net income (loss)	$	(3,058,713	)	$	1,293,456		$	(5,807,141	)	$	1,047,049

See accompanying notes to financial statements.

59

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	16,131,791		$	15,809,378		$	11,795,779		$	15,456,037
Addition of 600,000, 100,000, 1,250,000 and 700,000 shares, respectively		10,718,138			3,039,866			25,250,693			19,338,209
Redemption of 300,000, 200,000, 650,000 and 750,000 shares, respectively		(5,732,726	)		(5,776,831	)		(13,180,841	)		(21,475,426	)
Net addition (redemption) of 300,000, (100,000), 600,000 and (50,000) shares, respectively		4,985,412			(2,736,965	)		12,069,852			(2,137,217	)
Net investment income (loss)		113,799			108,638			359,801			343,044
Net realized gain (loss)		(1,409,519	)		1,436,424			(5,323,806	)		(1,147,608	)
Change in net unrealized appreciation (depreciation)		(1,762,993	)		(251,606	)		(843,136	)		1,851,613
Net income (loss)		(3,058,713	)		1,293,456			(5,807,141	)		1,047,049
Shareholders’ equity, end of period	$	18,058,490		$	14,365,869		$	18,058,490		$	14,365,869

See accompanying notes to financial statements.

60

PROSHARES ULTRASHORT GOLD

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(5,807,141	)	$	1,047,049
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Change in unrealized (appreciation) depreciation on investments		863,159			(1,241,973	)
Decrease (Increase) in receivable on open futures contracts		(20,392	)		(6,250	)
Decrease (Increase) in interest receivable		(3,914	)		3,281
Increase (Decrease) in payable to Sponsor		1,279			(3,555	)
Increase (Decrease) in payable on open futures contracts		—			97,849
Net cash provided by (used in) operating activities		(4,967,009	)		(103,599	)
Cash flow from financing activities
Proceeds from addition of shares		25,250,693			17,731,192
Payment on shares redeemed		(13,180,841	)		(21,475,426	)
Net cash provided by (used in) financing activities		12,069,852			(3,744,234	)
Net increase (decrease) in cash		7,102,843			(3,847,833	)
Cash, beginning of period		11,946,483			16,020,413
Cash, end of period	$	19,049,326		$	12,172,580

See accompanying notes to financial statements.

61

PROSHARES ULTRASHORT SILVER

STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
Assets
Cash	$	21,639,445	$	46,444,776
Segregated cash balances with brokers for futures contracts		1,794,000		5,494,500
Segregated cash balances with brokers for swap agreements		13,757,152		12,657,595
Receivable from capital shares sold		—		907,025
Receivable on open futures contracts		89,431		329,629
Interest receivable		116,843		173,799
Total assets		37,396,871		66,007,324
Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		28,974		43,464
Unrealized depreciation on swap agreements		5,145,175		814,174
Total liabilities		5,174,149		857,638
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		32,222,722		65,149,686
Total liabilities and shareholders’ equity	$	37,396,871	$	66,007,324
Shares outstanding (Note 8)		847,832		897,832
Net asset value per share (Note 8)	$	38.01	$	72.56
Market value per share (Note 8) (Note 2)	$	38.12	$	72.96

See accompanying notes to financial statements.

62

PROSHARES ULTRASHORT SILVER

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

(unaudited)

Futures Contracts Sold

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
Silver Futures - COMEX, expires December 2024		154	$	24,222,660	$	(16,482	)

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	%		10/07/24	$	(22,532,595	)	$	(2,349,115	)
Swap agreement with Goldman Sachs International based on Bloomberg Silver Subindex		0.25			10/07/24		(12,371,018	)		(1,289,728	)
Swap agreement with Morgan Stanley & Co. International PLC based on Bloomberg Silver Subindex		0.30			10/07/24		(1,706,452	)		(177,955	)
Swap agreement with UBS AG based on Bloomberg Silver Subindex		0.25			10/07/24		(3,643,614	)		(1,328,377	)
							Total Unrealized Depreciation		$	(5,145,175	)

^ The positions and counterparties herein are as of September 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 September 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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Investment Income
Interest	$	672,005		$	337,096		$	1,650,859		$	860,908
Expenses
Management fee		149,940			78,166			380,119			220,751
Brokerage commissions		14,921			13,775			34,808			28,436
Total expenses		164,861			91,941			414,927			249,187
Net investment income (loss)		507,144			245,155			1,235,932			611,721
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(343,339	)		6,217,172			(2,680,569	)		11,009,808
Swap agreements		6,337,066			704,259			(1,615,822	)		(261,158	)
Short-term U.S. government and agency obligations		—			—			—			(906	)
Net realized gain (loss)		5,993,727			6,921,431			(4,296,391	)		10,747,744
Change in net unrealized appreciation (depreciation) on
Futures contracts		(898,913	)		(107,686	)		(1,705,528	)		1,791,737
Swap agreements		(8,621,838	)		169,456			(4,331,001	)		2,737,091
Change in net unrealized appreciation (depreciation)		(9,520,751	)		61,770			(6,036,529	)		4,528,828
Net realized and unrealized gain (loss)		(3,527,024	)		6,983,201			(10,332,920	)		15,276,572
Net income (loss)	$	(3,019,880	)	$	7,228,356		$	(9,096,988	)	$	15,888,293

See accompanying notes to financial statements.

64

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	76,198,743		$	19,290,473		$	65,149,686		$	31,932,799
Addition of 687,500, 737,500, 2,937,500 and 1,512,500 shares, respectively (Note 8)		27,486,842			51,792,185			143,592,568			107,105,060
Redemption of 1,537,500, 775,000, 2,987,500 and 1,725,000 shares, respectively (Note 8)		(68,442,983	)		(61,343,497	)		(167,422,544	)		(137,958,635	)
Net addition (redemption) of (850,000), (37,500), (50,000) and (212,500) shares, respectively (Note 8)		(40,956,141	)		(9,551,312	)		(23,829,976	)		(30,853,575	)
Net investment income (loss)		507,144			245,155			1,235,932			611,721
Net realized gain (loss)		5,993,727			6,921,431			(4,296,391	)		10,747,744
Change in net unrealized appreciation (depreciation)		(9,520,751	)		61,770			(6,036,529	)		4,528,828
Net income (loss)		(3,019,880	)		7,228,356			(9,096,988	)		15,888,293
Shareholders’ equity, end of period	$	32,222,722		$	16,967,517		$	32,222,722		$	16,967,517

See accompanying notes to financial statements.

65

PROSHARES ULTRASHORT SILVER

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(9,096,988	)	$	15,888,293
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		—			(39,876,608	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		—			39,937,156
Net amortization and accretion on short-term U.S. government and agency obligations		—			(61,454	)
Net realized (gain) loss on investments		—			906
Change in unrealized (appreciation) depreciation on investments		4,331,001			(2,737,091	)
Decrease (Increase) in receivable on open futures contracts		240,198			5,065
Decrease (Increase) in interest receivable		56,956			14,121
Increase (Decrease) in payable to Sponsor		(14,490	)		(6,841	)
Net cash provided by (used in) operating activities		(4,483,323	)		13,163,547
Cash flow from financing activities
Proceeds from addition of shares		144,499,593			108,077,849
Payment on shares redeemed		(167,422,544	)		(137,958,635	)
Net cash provided by (used in) financing activities		(22,922,951	)		(29,880,786	)
Net increase (decrease) in cash		(27,406,274	)		(16,717,239	)
Cash, beginning of period		64,596,871			32,583,283
Cash, end of period	$	37,190,597		$	15,866,044

See accompanying notes to financial statements.

66

PROSHARES ULTRASHORT YEN

STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
Assets
Cash	$	31,176,803	$	21,807,595
Segregated cash balances with brokers for foreign currency forward contracts		3,831,966		3,434,732
Unrealized appreciation on foreign currency forward contracts		—		129,697
Interest receivable		134,888		100,284
Total assets		35,143,657		25,472,308
Liabilities and shareholders’ equity
Liabilities
Payable to Sponsor		28,529		20,676
Unrealized depreciation on foreign currency forward contracts		210,204		1,441,622
Total liabilities		238,733		1,462,298
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		34,904,924		24,010,010
Total liabilities and shareholders’ equity	$	35,143,657	$	25,472,308
Shares outstanding (Note 8)		897,160		697,160
Net asset value per share (Note 8)	$	38.91	$	34.44
Market value per share (Note 8) (Note 2)	$	38.90	$	34.47

See accompanying notes to financial statements.

67

PROSHARES ULTRASHORT YEN

SCHEDULE OF INVESTMENTS

SEPTEMBER 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		10/04/24		766,460,000		$	5,336,120		$	(63,902	)
Yen with UBS AG		10/04/24		1,844,169,000			12,839,165			(126,695	)
							Total Unrealized Depreciation		$	(190,597	)
Contracts to Sell
Yen with Goldman Sachs International		10/04/24		(5,401,596,165	)	$	(37,606,091	)	$	(7,404	)
Yen with UBS AG		10/04/24		(7,246,500,574	)		(50,450,377	)		(12,203	)
							Total Unrealized Depreciation		$	(19,607	)

^ The positions and counterparties herein are as of September 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 September 30,						Nine Months Ended September 30,
	2024			2023			2024		2023
Investment Income
Interest	$	449,333		$	274,125		$	1,220,993	$	733,679
Expenses
Management fee		93,279			58,762			256,361		167,753
Total expenses		93,279			58,762			256,361		167,753
Net investment income (loss)		356,054			215,363			964,632		565,926
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Foreign currency forward contracts		(5,013,671	)		3,079,208			1,109,169		3,422,003
Short-term U.S. government and agency obligations		—			—			3,541		—
Net realized gain (loss)		(5,013,671	)		3,079,208			1,112,710		3,422,003
Change in net unrealized appreciation (depreciation) on
Foreign currency forward contracts		(3,366,298	)		(1,059,246	)		1,101,721		3,948,039
Short-term U.S. government and agency obligations		—			—			—		(2,761	)
Change in net unrealized appreciation (depreciation)		(3,366,298	)		(1,059,246	)		1,101,721		3,945,278
Net realized and unrealized gain (loss)		(8,379,969	)		2,019,962			2,214,431		7,367,281
Net income (loss)	$	(8,023,915	)	$	2,235,325		$	3,179,063	$	7,933,207

See accompanying notes to financial statements.

69

PROSHARES ULTRASHORT YEN

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	47,495,032		$	27,077,656		$	24,010,010		$	21,397,736
Addition of 300,000, –, 900,000 and 900,000 shares, respectively (Note 8)		12,483,356			—			37,504,826			26,056,375
Redemption of 400,000, 100,000, 700,000 and 1,000,000 shares, respectively (Note 8)		(17,049,549	)		(3,140,790	)		(29,788,975	)		(29,215,127	)
Net addition (redemption) of (100,000), (100,000), 200,000 and (100,000) shares, respectively (Note 8)		(4,566,193	)		(3,140,790	)		7,715,851			(3,158,752	)
Net investment income (loss)		356,054			215,363			964,632			565,926
Net realized gain (loss)		(5,013,671	)		3,079,208			1,112,710			3,422,003
Change in net unrealized appreciation (depreciation)		(3,366,298	)		(1,059,246	)		1,101,721			3,945,278
Net income (loss)		(8,023,915	)		2,235,325			3,179,063			7,933,207
Shareholders’ equity, end of period	$	34,904,924		$	26,172,191		$	34,904,924		$	26,172,191

See accompanying notes to financial statements.

70

PROSHARES ULTRASHORT YEN

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	3,179,063		$	7,933,207
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		(1,101,721	)		(3,945,278	)
Decrease (Increase) in interest receivable		(34,604	)		(58,335	)
Increase (Decrease) in payable to Sponsor		7,853			(9,790	)
Net cash provided by (used in) operating activities		2,050,591			26,915,102
Cash flow from financing activities
Proceeds from addition of shares		37,504,826			26,056,375
Payment on shares redeemed		(29,788,975	)		(31,898,582	)
Net cash provided by (used in) financing activities		7,715,851			(5,842,207	)
Net increase (decrease) in cash		9,766,442			21,072,895
Cash, beginning of period		25,242,327			4,104,127
Cash, end of period	$	35,008,769		$	25,177,022

See accompanying notes to financial statements.

71

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
Assets
Cash	$	34,247,064	$	31,674,194
Segregated cash balances with brokers for futures contracts		5,137,872		5,936,995
Receivable on open futures contracts		—		137,945
Interest receivable		93,847		141,818
Total assets		39,478,783		37,890,952
Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		474,255		—
Brokerage commissions and futures account fees payable		899		1,876
Payable to Sponsor		19,795		22,933
Total liabilities		494,949		24,809
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		38,983,834		37,866,143
Total liabilities and shareholders’ equity	$	39,478,783	$	37,890,952
Shares outstanding		2,587,403		2,262,403
Net asset value per share	$	15.07	$	16.74
Market value per share (Note 2)	$	15.11	$	16.75

See accompanying notes to financial statements.

72

PROSHARES VIX MID-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

(unaudited)

Futures Contracts Purchased

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - Cboe, expires January 2025		379	$	7,030,715	$	334,338
VIX Futures - Cboe, expires February 2025		689		12,987,994		139,076
VIX Futures - Cboe, expires March 2025		689		13,073,775		58,625
VIX Futures - Cboe, expires April 2025		309		5,898,347		62,493
					$	594,532

See accompanying notes to financial statements.

73

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Investment Income
Interest	$	370,229		$	597,040		$	1,992,242		$	1,895,545
Expenses
Management fee		66,736			117,018			354,943			401,207
Brokerage commissions		8,201			8,822			94,413			30,191
Futures account fees		4,605			9,991			21,146			33,287
Total expenses		79,542			135,831			470,502			464,685
Net investment income (loss)		290,687			461,209			1,521,740			1,430,860
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		2,713,658			(12,244,511	)		(12,344,229	)		(35,008,564	)
Short-term U.S. government and agency obligations		271			—			3,549			—
Net realized gain (loss)		2,713,929			(12,244,511	)		(12,340,680	)		(35,008,564	)
Change in net unrealized appreciation (depreciation) on
Futures contracts		457,557			8,934,542			4,340,208			3,847,551
Short-term U.S. government and agency obligations		(2,519	)		—			—			(5,651	)
Change in net unrealized appreciation (depreciation)		455,038			8,934,542			4,340,208			3,841,900
Net realized and unrealized gain (loss)		3,168,967			(3,309,969	)		(8,000,472	)		(31,166,664	)
Net income (loss)	$	3,459,654		$	(2,848,760	)	$	(6,478,732	)	$	(29,735,804	)

See accompanying notes to financial statements.

74

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	33,401,452		$	49,421,413		$	37,866,143		$	84,014,959
Addition of 825,000, 850,000, 9,450,000 and 1,700,000 shares, respectively		12,229,924			16,840,213			147,418,801			38,658,971
Redemption of 575,000, 175,000, 9,125,000 and 1,375,000 shares, respectively		(10,107,196	)		(3,444,842	)		(139,822,378	)		(32,970,102	)
Net addition (redemption) of 250,000, 675,000, 325,000 and 325,000 shares, respectively		2,122,728			13,395,371			7,596,423			5,688,869
Net investment income (loss)		290,687			461,209			1,521,740			1,430,860
Net realized gain (loss)		2,713,929			(12,244,511	)		(12,340,680	)		(35,008,564	)
Change in net unrealized appreciation (depreciation)		455,038			8,934,542			4,340,208			3,841,900
Net income (loss)		3,459,654			(2,848,760	)		(6,478,732	)		(29,735,804	)
Shareholders’ equity, end of period	$	38,983,834		$	59,968,024		$	38,983,834		$	59,968,024

See accompanying notes to financial statements.

75

PROSHARES VIX MID-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
Cash flow from operating activities
Net income (loss)	$	(6,478,732	)	$	(29,735,804	)
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	)		(294,811,992	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		49,719,851			345,000,000
Net amortization and accretion on short-term U.S. government and agency obligations		(385,538	)		(311,311	)
Net realized (gain) loss on investments		(3,549	)		—
Change in unrealized (appreciation) depreciation on investments		—			5,651
Decrease (Increase) in receivable on open futures contracts		137,945			(417,787	)
Decrease (Increase) in interest receivable		47,971			(120,290	)
Increase (Decrease) in payable to Sponsor		(3,138	)		(19,767	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(977	)		(1,301	)
Increase (Decrease) in payable on open futures contracts		474,255			—
Net cash provided by (used in) operating activities		(5,822,676	)		19,587,399
Cash flow from financing activities
Proceeds from addition of shares		147,418,801			38,658,971
Payment on shares redeemed		(139,822,378	)		(32,970,102	)
Net cash provided by (used in) financing activities		7,596,423			5,688,869
Net increase (decrease) in cash		1,773,747			25,276,268
Cash, beginning of period		37,611,189			33,959,989
Cash, end of period	$	39,384,936		$	59,236,257

See accompanying notes to financial statements.

76

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
			(As Restated)
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $64,777,575 and $59,648,776, respectively)	$	64,785,421	$	59,660,373
Cash		38,595,298		22,277,582
Segregated cash balances with brokers for futures contracts		62,649,154		72,849,393
Receivable on open futures contracts		—		2,362,837
Interest receivable		284,729		254,671
Total assets		166,314,602		157,404,856
Liabilities and shareholders’ equity
Liabilities
Payable on open futures contracts		2,828,161		580
Brokerage commissions and futures account fees payable		6,045		11,961
Payable to Sponsor		82,963		70,569
Total liabilities		2,917,169		83,110
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		163,397,433		157,321,746
Total liabilities and shareholders’ equity	$	166,314,602	$	157,404,856
Shares outstanding (Note 8)		3,337,737		2,537,737
Net asset value per share (Note 8)	$	48.95	$	61.99
Market value per share (Note 8) (Note 2)	$	49.00	$	62.04

See accompanying notes to financial statements.

77

PROSHARES VIX SHORT-TERM FUTURES ETF

SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2024

(unaudited)

	Principal Amount		Value
Short-term U.S. government and agency obligations
(40% of shareholders’ equity)
U.S. Treasury Bills^^:
5.256% due 10/10/24	$	25,000,000	$	24,970,903
5.226% due 10/24/24		15,000,000		14,954,682
5.120% due 11/05/24		10,000,000		9,954,870
4.801% due 11/19/24		15,000,000		14,904,966
Total short-term U.S. government and agency obligations (cost $64,777,575)			$	64,785,421

Futures Contracts Purchased

	Number of Contracts		Notional Amount at Value		Unrealized Appreciation (Depreciation)/Value
VIX Futures - Cboe, expires October 2024		4,851	$	91,404,968	$	1,947,348
VIX Futures - Cboe, expires November 2024		3,974		71,919,465		562,813
					$	2,510,161

^^ 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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Investment Income
Interest	$	1,554,282		$	2,271,345		$	4,932,465		$	6,832,197
Expenses
Management fee		298,739			447,560			945,176			1,495,874
Brokerage commissions		109,695			58,426			189,358			250,314
Futures account fees		25,438			44,110			89,976			143,501
Total expenses		433,872			550,096			1,224,510			1,889,689
Net investment income (loss)		1,120,410			1,721,249			3,707,955			4,942,508
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		47,467,197			(54,950,042	)		(11,804,121	)		(228,276,043	)
Short-term U.S. government and agency obligations		(1,223	)		—			3,607			(10,605	)
Net realized gain (loss)		47,465,974			(54,950,042	)		(11,800,514	)		(228,286,648	)
Change in net unrealized appreciation (depreciation) on
Futures contracts		5,170,981			41,847,057			12,174,255			21,670,993
Short-term U.S. government and agency obligations		8,134			(5,866	)		(3,751	)		(3,029	)
Change in net unrealized appreciation (depreciation)		5,179,115			41,841,191			12,170,504			21,667,964
Net realized and unrealized gain (loss)		52,645,089			(13,108,851	)		369,990			(206,618,684	)
Net income (loss)	$	53,765,499		$	(11,387,602	)	$	4,077,945		$	(201,676,176	)

See accompanying notes to financial statements.

79

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	148,420,028		$	230,227,830		$	157,321,746		$	266,580,320
Addition of 2,637,500, 618,750, 4,512,500 and 2,308,750 shares, respectively (Note 1) (Note 8)		119,479,226			56,655,376			215,111,517			324,424,030
Redemption of 2,725,000, 656,405, 3,712,500 and 1,208,905 shares, respectively (Note 1) (Note 8)		(158,267,320	)		(63,891,176	)		(213,113,775	)		(177,723,746	)
Net addition (redemption) of (87,500), (37,655), 800,000 and 1,099,845 shares, respectively (Note 1) (Note 8)		(38,788,094	)		(7,235,800	)		1,997,742			146,700,284
Net investment income (loss)		1,120,410			1,721,249			3,707,955			4,942,508
Net realized gain (loss)		47,465,974			(54,950,042	)		(11,800,514	)		(228,286,648	)
Change in net unrealized appreciation (depreciation)		5,179,115			41,841,191			12,170,504			21,667,964
Net income (loss)		53,765,499			(11,387,602	)		4,077,945			(201,676,176	)
Shareholders’ equity, end of period	$	163,397,433		$	211,604,428		$	163,397,433		$	211,604,428

See accompanying notes to financial statements.

80

PROSHARES VIX SHORT-TERM FUTURES ETF

STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
				(As Restated)
Cash flow from operating activities
Net income (loss)	$	4,077,945		$	(201,676,176	)
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		(242,444,601	)		(614,146,126	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		239,782,389			601,754,108
Net amortization and accretion on short-term U.S. government and agency obligations		(2,462,980	)		(2,913,568	)
Net realized (gain) loss on investments		(3,607	)		10,605
Change in unrealized (appreciation) depreciation on investments		3,751			3,029
Decrease (Increase) in receivable on open futures contracts		2,362,837			(2,672,268	)
Decrease (Increase) in interest receivable		(30,058	)		136,672
Increase (Decrease) in payable to Sponsor		12,394			(60,834	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(5,916	)		(15,432	)
Increase (Decrease) in payable on open futures contracts		2,827,581			(369,983	)
Net cash provided by (used in) operating activities		4,119,735			(219,949,973	)
Cash flow from financing activities
Proceeds from addition of shares		215,111,517			324,424,030
Payment on shares redeemed		(213,113,775	)		(178,294,219	)
Net cash provided by (used in) financing activities		1,997,742			146,129,811
Net increase (decrease) in cash		6,117,477			(73,820,162	)
Cash, beginning of period		95,126,975			175,279,856
Cash, end of period	$	101,244,452		$	101,459,694

See accompanying notes to financial statements.

81

PROSHARES TRUST II

COMBINED STATEMENTS OF FINANCIAL CONDITION

	September 30, 2024 (unaudited)		December 31, 2023
			(As Restated)
Assets
Short-term U.S. government and agency obligations (Note 3) (cost $1,658,590,645 and $690,346,244, respectively)	$	1,658,822,420	$	690,474,277
Cash		999,910,891		1,209,034,101
Segregated cash balances with brokers for futures contracts		745,036,746		1,029,381,720
Segregated cash balances with brokers for foreign currency forward contracts		14,337,802		13,366,243
Segregated cash balances with brokers for swap agreements		17,559,822		345,924,043
Unrealized appreciation on swap agreements		102,834,722		21,033,528
Unrealized appreciation on foreign currency forward contracts		68,080		2,011,074
Receivable from capital shares sold		2,725,965		22,784,178
Receivable on open futures contracts		31,980,250		29,722,683
Interest receivable		5,658,092		6,486,760
Total assets		3,578,934,790		3,370,218,607
Liabilities and shareholders’ equity
Liabilities
Payable for capital shares redeemed		74,197,661		39,357,935
Payable on open futures contracts		25,850,918		38,056,063
Brokerage commissions and futures account fees payable		45,738		131,497
Payable to Sponsor		2,577,570		2,654,226
Unrealized depreciation on swap agreements		6,208,155		3,841,216
Unrealized depreciation on foreign currency forward contracts		843,214		3,345,544
Total liabilities		109,723,256		87,386,481
Commitments and Contingencies (Note 2)
Shareholders’ equity
Shareholders’ equity		3,469,211,534		3,282,832,126
Total liabilities and shareholders’ equity	$	3,578,934,790	$	3,370,218,607
Shares outstanding (Note 8)		92,561,599		82,617,848

See accompanying notes to financial statements.

82

PROSHARES TRUST II

COMBINED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Investment Income
Interest	$	39,528,194		$	33,986,958		$	106,909,661		$	103,035,154
Expenses
Management fee		7,995,932			8,433,063			22,614,312			27,104,933
Brokerage commissions		2,024,482			1,640,018			5,855,049			6,556,137
Futures account fees		171,268			313,663			571,653			1,142,555
Total expenses		10,191,682			10,386,744			29,041,014			34,803,625
Net investment income (loss)		29,336,512			23,600,214			77,868,647			68,231,529
Realized and unrealized gain (loss) on investment activity
Net realized gain (loss) on
Futures contracts		(307,323,493	)		14,374,480			(402,765,202	)		(1,974,626,401	)
Swap agreements		(135,617,033	)		190,429,303			101,481,166			153,509,127
Foreign currency forward contracts		685,622			1,079,187			(706,613	)		(1,741,651	)
Short-term U.S. government and agency obligations		(2,730	)		205			68,411			(195,666	)
Net realized gain (loss)		(442,257,634	)		205,883,175			(301,922,238	)		(1,823,054,591	)
Change in net unrealized appreciation (depreciation) on
Futures contracts		310,081,124			(202,241,004	)		140,846,867			135,612,832
Swap agreements		92,748,602			(41,076,901	)		79,434,255			(138,058,422	)
Foreign currency forward contracts		(1,808,721	)		1,962,662			559,336			5,654,285
Short-term U.S. government and agency obligations		229,199			(111,348	)		103,742			(62,102	)
Change in net unrealized appreciation (depreciation)		401,250,204			(241,466,591	)		220,944,200			3,146,593
Net realized and unrealized gain (loss)		(41,007,430	)		(35,583,416	)		(80,978,038	)		(1,819,907,998	)
Net income (loss)	$	(11,670,918	)	$	(11,983,202	)	$	(3,109,391	)	$	(1,751,676,469	)

See accompanying notes to financial statements.

83

PROSHARES TRUST II

COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Shareholders’ equity, beginning of period	$	3,121,155,340		$	3,753,845,537		$	3,282,832,126		$	3,887,786,746
Addition of 74,300,000, 38,976,250, 159,240,000 and 138,056,250 shares, respectively (Note 1) (Note 8)		2,755,933,016			1,835,741,719			6,212,835,038			8,495,699,775
Redemption 64,667,500, 42,587,747, 149,296,248 and 148,559,747 shares, respectively (Note 1) (Note 8)		(2,396,205,904	)		(2,277,144,677	)		(6,023,346,239	)		(7,331,350,675	)
Net addition (redemption) of 9,632,500, (3,611,497), 9,943,752 and (10,503,497) shares, respectively (Note 1) (Note 8)		359,727,112			(441,402,958	)		189,488,799			1,164,349,100
Net investment income (loss)		29,336,512			23,600,214			77,868,647			68,231,529
Net realized gain (loss)		(442,257,634	)		205,883,175			(301,922,238	)		(1,823,054,591	)
Change in net unrealized appreciation (depreciation)		401,250,204			(241,466,591	)		220,944,200			3,146,593
Net income (loss)		(11,670,918	)		(11,983,202	)		(3,109,391	)		(1,751,676,469	)
Shareholders’ equity, end of period	$	3,469,211,534		$	3,300,459,377		$	3,469,211,534		$	3,300,459,377

See accompanying notes to financial statements.

84

PROSHARES TRUST II

COMBINED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2024			2023
				(As Restated)
Cash flow from operating activities
Net income (loss)	$	(3,109,391	)	$	(1,751,676,469	)
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		(5,040,839,051	)		(27,871,422,186	)
Proceeds from sales or maturities of short-term U.S. government and agency obligations		4,121,998,020			28,009,309,658
Net amortization and accretion on short-term U.S. government and agency obligations		(49,334,959	)		(46,469,916	)
Net realized (gain) loss on investments		(68,411	)		195,666
Change in unrealized (appreciation) depreciation on investments		(80,097,333	)		132,466,239
Decrease (Increase) in receivable on futures contracts		(2,257,567	)		28,145,391
Decrease (Increase) in interest receivable		828,668			435,945
Increase (Decrease) in payable to Sponsor		(76,656	)		(599,647	)
Increase (Decrease) in brokerage commissions and futures account fees payable		(85,759	)		(59,363	)
Increase (Decrease) in payable on futures contracts		(12,205,145	)		12,701,692
Net cash provided by (used in) operating activities		(1,065,247,584	)		(1,486,972,990	)
Cash flow from financing activities
Proceeds from addition of shares		6,232,893,251			8,465,504,170
Payment on shares redeemed		(5,988,506,513	)		(7,316,198,861	)
Net cash provided by (used in) financing activities		244,386,738			1,149,305,309
Net increase (decrease) in cash		(820,860,846	)		(337,667,681	)
Cash, beginning of period		2,597,706,107			2,276,152,772
Cash, end of period	$	1,776,845,261		$	1,938,485,091

See accompanying notes to financial statements.

85

PROSHARES TRUST II

NOTES TO FINANCIAL STATEMENTS

September 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 September 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.

86

Share Splits and Reverse Share Splits

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

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”).

87

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

Statements of Financial Condition

PROSHARES SHORT VIX SHORT-TERM FUTURES ETF

	December 31, 2023
	As Previously Reported		Adjustment			As Restated
Assets
Segregated cash balances withbrokers for futures contracts		88,647,616		19,191,436			107,839,052
Receivable on open futures contracts		30,330,665		(19,116,505	)		11,214,160
Total Assets		283,337,788		74,931			283,412,719
Liabilities and shareholders’ equity
Payble on open futures contracts		372,680		74,931			447,611
Total Liabilities		16,153,429		74,931			16,228,360
Total liabilities and shareholders’ equity		283,337,788		74,931			283,412,719
	September 30, 2023 (unaudited)
	As Previously Reported		Adjustment			As Restated
Statements of Cash Flows
Decrease (Increase) in receivable on open futures contracts		54,294,387		(21,065,695	)		33,228,692
Increase (Decrease) in payable on futures contracts		2,625,055		177,113			2,802,168
Net Cash provided by (used in) operating activities		213,167,374		(20,888,582	)		192,278,792
Net Increase (decrease) in cash		12,844,776		(20,888,582	)		(8,043,806	)
Cash, beginning of period		133,946,941		26,960,318			160,907,259
Cash, End of period		146,791,717		6,071,736			152,863,453

Statements of Financial Condition

PROSHARES ULTRA BLOOMBERG NATURAL GAS

	December 31, 2023
	As Previously Reported			Adjustment			As Restated
Assets
Segregated cash balances withbrokers for futures contracts		256,589,331			118,272,358			374,861,689
Receivable on open futures contracts		117,168,017			(117,168,017	)		—
Total Assets		770,676,725			1,104,341			771,781,066
Liabilities and shareholders’ equity
Payble on open futures contracts		20,739,542			1,104,341			21,843,883
Total Liabilities		40,783,917			1,104,341			41,888,258
Total liabilities and shareholders’ equity		770,676,725			1,104,341			771,781,066
	September 30, 2023 (unaudited)
	As Previously Reported			Adjustment			As Restated
Statements of Cash Flows
Decrease (Increase) in receivable on open futures contracts		22,826,950			(45,094,124	)		(22,267,174	)
Increase (Decrease) in payable on futures contracts		4,094,655			(1,331,596	)		2,763,059
Net Cash provided by (used in) operating activities		(1,243,230,374	)		(46,425,720	)		(1,289,656,094	)
Net Increase (decrease) in cash		302,040,273			(46,425,720	)		255,614,553
Cash, beginning of period		176,734,664			150,981,820			327,716,484
Cash, End of period		478,774,937			104,556,100			583,331,037

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Statements of Financial Condition

PROSHARES ULTRA VIX SHORT-TERM FUTURES ETF

	December 31, 2023
	As Previously Reported			Adjustment			As Restated
Assets
Segregated cash balances withbrokers for futures contracts		210,845,154			39,950,507			250,795,661
Receivable on open futures contracts		50,510,206			(39,950,507	)		10,559,699
Total Assets		NR			NR			NR
Liabilities and shareholders’ equity
Payble on open futures contracts		NR			NR			NR
Total Liabilities		NR			NR			NR
Total liabilities and shareholders’ equity		NR			NR			NR
Statements of Cash Flows	September 30, 2023 (unaudited)
	As Previously Reported			Adjustment			As Restated
Decrease (Increase) in receivable on open futures contracts		167,791,568			(153,781,216	)		14,010,352
Increase (Decrease) in payable on futures contracts		(348,988	)		(555,697	)		(904,685	)
Net Cash provided by (used in) operating activities		(561,176,813	)		(154,336,913	)		(715,513,726	)
Net Increase (decrease) in cash		(241,693,787	)		(154,336,913	)		(396,030,700	)
Cash, beginning of period		394,847,507			188,366,332			583,213,839
Cash, End of period		153,153,720			34,029,419			187,183,139

Statements of Financial Condition

PROSHARES ULTRASHORT BLOOMBERG NATURAL GAS

	December 31, 2023
	As Previously Reported			Adjustment			As Restated
Assets
Segregated cash balances withbrokers for futures contracts		35,326,076			27,563,925			62,890,001
Receivable on open futures contracts		22,414,082			(17,967,880	)		4,446,202
Total Assets		141,081,961			9,596,045			150,678,006
Liabilities and shareholders’ equity
Payble on open futures contracts		—			9,596,045			9,596,045
Total Liabilities		118,869			9,596,045			9,714,914
Total liabilities and shareholders’ equity		141,081,961			9,596,045			150,678,006
Statements of Cash Flows	September 30, 2023 (unaudited)
	As Previously Reported			Adjustment			As Restated
Decrease (Increase) in receivable on open futures contracts		22,018,320			(22,274,815	)		(256,495	)
Increase (Decrease) in payable on futures contracts		(282,362	)		11,338,174			11,055,812
Net Cash provided by (used in) operating activities		224,959,762			(10,936,641	)		214,023,121
Net Increase (decrease) in cash		23,186,961			(10,936,641	)		12,250,320
Cash, beginning of period		44,482,540			32,958,640			77,441,180
Cash, End of period		67,669,501			22,021,999			89,691,500

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Statements of Financial Condition

PROSHARES VIX SHORT-TERM FUTURES ETF

	December 31, 2023
	As Previously Reported			Adjustment			As Restated
Assets
Segregated cash balances withbrokers for futures contracts		59,164,337			13,685,056			72,849,393
Receivable on open futures contracts		16,047,893			(13,685,056	)		2,362,837
Total Assets		NR			NR			NR
Liabilities and shareholders’ equity
Payble on open futures contracts		NR			NR			NR
Total Liabilities		NR			NR			NR
Total liabilities and shareholders’ equity		NR			NR			NR
Statements of Cash Flows	September 30, 2023 (unaudited)
	As Previously Reported			Adjustment			As Restated
Decrease (Increase) in receivable on open futures contracts		35,100,289			(37,772,557	)		(2,672,268	)
Increase (Decrease) in payable on futures contracts		(223,719	)		(146,264	)		(369,983	)
Net Cash provided by (used in) operating activities		(182,031,152	)		(37,918,821	)		(219,949,973	)
Net Increase (decrease) in cash		(35,901,341	)		(37,918,821	)		(73,820,162	)
Cash, beginning of period		125,161,810			50,118,046			175,279,856
Cash, End of period		89,260,469			12,199,225			101,459,694

Statements of Financial Condition

PROSHARES TRUST II

	December 31, 2023
	As Previously Reported			Adjustment			As Restated
Assets
Segregated cash balances withbrokers for futures contracts		810,718,438			218,663,282			1,029,381,720
Receivable on open futures contracts		237,610,648			(207,887,965	)		29,722,683
Total Assets		3,359,443,290			10,775,317			3,370,218,607
Liabilities and shareholders’ equity
Payble on open futures contracts		27,280,746			10,775,317			38,056,063
Total Liabilities		76,611,164			10,775,317			87,386,481
Total liabilities and shareholders’ equity		3,359,443,290			10,775,317			3,370,218,607
Statements of Cash Flows	September 30, 2023 (unaudited)
	As Previously Reported			Adjustment			As Restated
Decrease (Increase) in receivable on open futures contracts		308,133,798			(279,988,407	)		28,145,391
Increase (Decrease) in payable on futures contracts		3,219,962			9,481,730			12,701,692
Net Cash provided by (used in) operating activities		(1,216,466,313	)		(270,506,677	)		(1,486,972,990	)
Net Increase (decrease) in cash		(67,161,004	)		(270,506,677	)		(337,667,681	)
Cash, beginninng of period		1,826,767,616			449,385,156			2,276,152,772
Cash, End of period		1,759,606,612			178,878,479			1,938,485,091

NR - Not Restated.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Each Fund is an investment company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services — Investment Companies.” As such, the Funds follow the investment company accounting and reporting guidance. The following is a summary of significant accounting policies followed by each Fund, as applicable, in preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying unaudited financial statements were prepared in accordance with GAAP for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trust’s and the Funds’ financial statements included in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 28, 2024.

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Use of Estimates & Indemnifications

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In the normal course of business, the Trust enters into contracts that contain a variety of representations which provide general indemnifications. The Trust’s maximum exposure under these arrangements cannot be known; however, the Trust expects any risk of material or significant loss to be remote.

Basis of Presentation

Pursuant to rules and regulations of the SEC, these financial statements are presented for the Trust as a whole, as the SEC registrant, and for each Fund individually. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Fund shall be enforceable only against the assets of such Fund and not against the assets of the Trust generally or any other Fund. Accordingly, the assets of each Fund of the Trust include only those funds and other assets that are paid to, held by or distributed to the Trust for the purchase of Shares in that Fund.

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Statements of Cash Flows

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

Final Net Asset Value for Fiscal Period

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

	Create/Redeem		NAV Calculation		NAV
Fund	Cut-off*		Time		Calculation Date
Ultra Silver and UltraShort Silver		1:00 p.m.		1:25 p.m.		September 30, 2024
Ultra Gold and UltraShort Gold		1:00 p.m.		1:30 p.m.		September 30, 2024
Ultra Bloomberg Crude Oil,
Ultra Bloomberg Natural Gas,
UltraShort Bloomberg Crude Oil and
UltraShort Bloomberg Natural Gas		2:00 p.m.		2:30 p.m.		September 30, 2024
Ultra Euro,
Ultra Yen,
UltraShort Euro and
UltraShort Yen		3:00 p.m.		4:00 p.m.		September 30, 2024
Short VIX Short-Term Futures ETF,
Ultra VIX Short-Term Futures ETF,
VIX Mid-Term Futures ETF and
VIX Short-Term Futures ETF		2:00 p.m.		4:00 p.m.		September 30, 2024

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

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

For financial reporting purposes, the Funds value transactions based upon the final closing price in their primary markets. Accordingly, the investment valuations in these financial statements may differ from those used in the calculation of certain of the Funds’ final creation/redemption NAV for the nine months ended September 30, 2024.

Investment Valuation

Short-term investments are valued at amortized cost which approximates fair value for daily NAV purposes. For financial reporting purposes, short-term investments are valued at their market price using information provided by a third-party pricing service or market quotations. In each of these situations, valuations are typically categorized as Level I in the fair value hierarchy.

Repurchase agreements are generally valued at amortized cost, provided such amounts approximate fair value. These instruments are classified as Level II in the fair value hierarchy.

Derivatives (e.g., futures contracts, options, swap agreements, forward agreements and foreign currency forward contracts) are generally valued using independent sources and/or agreements with counterparties or other procedures as determined by the Sponsor. Futures contracts, except for those entered into by the Gold, Silver and UltraShort Euro Fund, are generally valued at the last settled price on the applicable exchange on which that future trades. Futures contracts entered into by the Gold, Silver and UltraShort Euro Fund are generally valued at the last sales price prior to the time at which the NAV per Share of a Fund is determined. For financial reporting purposes, all futures contracts are generally valued at the last settled price. Futures contracts valuations are typically categorized as Level I in the fair value hierarchy. Swap agreements, forward agreements and foreign currency forward contracts valuations are typically categorized as Level II in the fair value hierarchy. The Sponsor may in its sole discretion choose to determine a fair value price as the basis for determining the market value of such position. Such fair value prices would generally be determined based on available inputs about the current value of the underlying financial instrument or commodity and would be based on principles that the Sponsor deems fair and

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equitable so long as such principles are consistent with industry standards. The Sponsor may fair value an asset of a Fund pursuant to the policies the Sponsor has adopted. Depending on the source and relevant significance of valuation inputs, these instruments may be classified as Level II or Level III in the fair value hierarchy.

Fair value pricing may require subjective determinations about the value of an investment. While the Funds’ policies are intended to result in a calculation of its respective Fund’s NAV that fairly reflects investment values as of the time of pricing, such Fund cannot ensure that fair values determined by the Sponsor or persons acting at their direction would accurately reflect the price that a Fund could obtain for an investment if it were to dispose of that investment as of the time of pricing (for instance, in a forced or distressed sale). The prices used by such Fund may differ from the value that would be realized if the investments were sold and the differences could be material to the financial statements.

Fair Value of Financial Instruments

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The disclosure requirements establish a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Funds (observable inputs); and (2) the Funds’ own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the disclosure requirements hierarchy are as follows:

Level I – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level II – Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level II assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level III – Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

In some instances, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest input level that is significant to the fair value measurement in its entirety.

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

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

	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
Fund	Short-Term U.S. Government and Agencies		Futures Contracts*			Foreign Currency Forward Contracts			Swap Agreements			Total
ProShares Short VIX Short-Term Futures ETF	$	224,255,645	$	(384,482	)	$	—		$	—		$	223,871,163
ProShares Ultra Bloomberg Crude Oil		328,568,816		(2,342,056	)		—			12,083,549			338,310,309
ProShares Ultra Bloomberg Natural Gas		323,797,810		107,189,385			—			—			430,987,195
ProShares Ultra Euro		—		—			46,650			—			46,650
ProShares Ultra Gold		224,172,785		17,896,142			—			16,711,846			258,780,773
ProShares Ultra Silver		348,600,390		52,276,346			—			74,039,327			474,916,063
ProShares Ultra VIX Short-Term Futures ETF		64,820,219		8,353,741			—			—			73,173,960
ProShares Ultra Yen		—		—			(283,944	)		—			(283,944	)
ProShares UltraShort Bloomberg Crude Oil		34,925,773		14,905,749			—			—			49,831,522
ProShares UltraShort Bloomberg Natural Gas		44,895,561		(14,948,530	)		—			—			29,947,031
ProShares UltraShort Euro		—		—			(327,636	)		—			(327,636	)
ProShares UltraShort Gold		—		(124,208	)		—			(1,062,980	)		(1,187,188	)
ProShares UltraShort Silver		—		(16,482	)		—			(5,145,175	)		(5,161,657	)
ProShares UltraShort Yen		—		—			(210,204	)		—			(210,204	)
ProShares VIX Mid-Term Futures ETF		—		594,532			—			—			594,532
ProShares VIX Short-Term Futures ETF		64,785,421		2,510,161			—			—			67,295,582
Combined Trust:	$	1,658,822,420	$	185,910,298		$	(775,134	)	$	96,626,567		$	1,940,584,151

* Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

The following table summarizes the valuation of investments at December 31, 2023 using the fair value hierarchy:

	Level I - Quoted Prices					Level II - Other Significant Observable Inputs
Fund	Short-Term U.S. Government and Agencies		Futures Contracts*			Foreign Currency Forward Contracts			Swap Agreements			Total
ProShares Short VIX Short-Term Futures ETF	$	109,410,342	$	12,640,624		$	—		$	—		$	122,050,966
ProShares Ultra Bloomberg Crude Oil		233,476,941		(3,515,232	)		—			17,954,935			247,916,644
ProShares Ultra Bloomberg Natural Gas		64,459,117		43,607,070			—			—			108,066,187
ProShares Ultra Euro		—		—			306,949			—			306,949
ProShares Ultra Gold		59,507,594		4,096,275			—			3,078,593			66,682,462
ProShares Ultra Silver		114,276,025		12,400,748			—			(2,827,221	)		123,849,552
ProShares Ultra VIX Short-Term Futures ETF		—		(31,183,911	)		—			—			(31,183,911	)
ProShares Ultra Yen		—		—			1,519,285			—			1,519,285
ProShares UltraShort Bloomberg Crude Oil		49,683,885		22,436,319			—			—			72,120,204
ProShares UltraShort Bloomberg Natural Gas		—		(3,553,507	)		—			—			(3,553,507	)
ProShares UltraShort Euro		—		—			(1,848,779	)		—			(1,848,779	)
ProShares UltraShort Gold		—		(144,231	)		—			(199,821	)		(344,052	)
ProShares UltraShort Silver		—		1,689,046			—			(814,174	)		874,872
ProShares UltraShort Yen		—		—			(1,311,925	)		—			(1,311,925	)
ProShares VIX Mid-Term Futures ETF		—		(3,745,676	)		—			—			(3,745,676	)
ProShares VIX Short-Term Futures ETF		59,660,373		(9,664,094	)		—			—			49,996,279
Combined Trust:	$	690,474,277	$	45,063,431		$	(1,334,470	)	$	17,192,312		$	751,395,550

* Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

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

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

Investment Transactions and Related Income

Investment transactions are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation (depreciation) on open contracts are reflected in the Statements of Financial Condition and changes in the unrealized appreciation (depreciation) between periods are reflected in the Statements of Operations.

Interest income is generally recognized on an accrual basis and includes the amortization of discount on short-term U.S. government and agency obligations and is reflected in the Statement of Operations. Additionally, interest income may be earned on Repurchase Agreements and/or cash held on deposit with brokers for futures contracts.

Brokerage Commissions and Futures Account Fees

Each Fund pays its respective brokerage commissions, including applicable exchange fees, National Futures Association (“NFA”) fees, give-up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for each Fund’s investment in U.S. Commodity Futures Trading Commission (“CFTC”) regulated investments. The effects of trading spreads, financing costs/fees associated with Financial Instruments, and costs relating to the purchase of U.S. Treasury securities or similar high credit quality short-term fixed-income would also be borne by the Funds. Brokerage commissions on futures contracts are recognized on a half-turn basis (e.g., the first half is recognized when the contract is purchased (opened) and the second half is recognized when the transaction is closed). The Sponsor is currently paying brokerage commissions on VIX futures contracts for the Matching VIX Funds that exceed variable create/redeem fees collected by more than 0.02% of the Matching VIX Fund’s average net assets annually.

Federal Income Tax

Each Fund is registered as a series of a Delaware statutory trust and is treated as a partnership for U.S. federal income tax purposes. Accordingly, no Fund expects to incur U.S. federal income tax liability; rather, each beneficial owner of a Fund’s Shares is required to take into account its allocable share of its Fund’s income, gain, loss, deductions and other items for its Fund’s taxable year ending with or within the beneficial owner’s taxable year.

Management of the Funds has reviewed all open tax years and major jurisdictions (i.e., last three years and the interim tax period since then, as applicable) and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns. The Funds are also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. On an ongoing basis, management monitors its tax positions taken under the interpretation to determine if adjustments to conclusions are necessary based on factors including, but not limited to, on-going analysis of tax law, regulation, and interpretations thereof.

NOTE 3 – INVESTMENTS

Short-Term Investments

The Funds may purchase U.S. Treasury Bills, agency securities, and other high-credit quality short-term fixed income or similar securities with original maturities of one year or less. A portion of these investments may be posted as collateral in connection with swap agreements, futures, and/or forward contracts.

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Repurchase Agreements

The Funds may enter into repurchase agreements. Repurchase agreements are primarily used by the Funds as short-term investments for cash positions. Under a repurchase agreement, a Fund purchases one or more debt securities and simultaneously agrees to sell those securities back to the seller at a mutually agreed-upon future price and date, normally one day or a few days later. The resale price is greater than the purchase price, reflecting an agreed-upon market interest rate during the purchaser’s holding period. While the maturities of the underlying securities in repurchase transactions may be more than one year, the term of each repurchase agreement will always be less than one year. The Funds follow certain procedures designed to minimize the risks inherent in such agreements. These procedures include affecting repurchase transactions generally with major global financial institutions whose creditworthiness is monitored by the Sponsor. In addition, the value of the collateral underlying the repurchase agreement is required to be at least equal to the repurchase price, including any accrued interest income earned on the repurchase agreement. A repurchase agreement is subject to the risk that the counterparty to the repurchase agreement that sells the securities may default on its obligation to repurchase them. In this circumstance, a Fund may lose money because it may not be able to sell the securities at the agreed upon time and price, the securities may lose value before they can be sold, the selling institution may declare bankruptcy, or the Fund may have difficulty exercising rights to the collateral. During periods of high demand for repurchase agreements, the Funds may be unable to invest available cash in these instruments to the extent desired by the Sponsor.

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

Accounting for Derivative Instruments

In seeking to achieve each Fund’s investment objective, the Sponsor uses a mathematical approach to investing. Using this approach, the Sponsor determines the type, quantity and mix of investment positions, including derivative positions, which the Sponsor believes in combination, should produce returns consistent with a Fund’s objective.

All open derivative positions at period end are reflected on each respective Fund’s Schedule of Investments. Certain Funds utilized a varying level of derivative instruments in conjunction with investment securities in seeking to meet their investment objectives during the period. While the volume of open positions may vary on a daily basis as each Fund transacts derivatives contracts in order to achieve the appropriate exposure to meet its investment objective, the volume of these open positions relative to the net assets of each respective Fund at the date of this report is generally representative of open positions throughout the reporting period.

Following is a description of the derivative instruments used by the Funds during the reporting period, including the primary underlying risk exposures related to each instrument type.

Futures Contracts

The Funds may enter into futures contracts to gain exposure to changes in the value of, or as a substitute for investing directly in (or shorting), an underlying Index, currency or commodity. A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity and type of asset at a specified time and place. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity, if applicable, or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery, or by cash settlement at expiration of contract.

Upon entering into a futures contract, each Fund is required to deposit and maintain as collateral at least such initial margin as required by the exchange on which the transaction is affected. The initial margin is segregated as cash and/or securities balances with brokers for futures contracts, as disclosed in the Statements of Financial Condition, and is restricted as to its use. The Funds that enter into futures contracts maintain collateral at the broker in the form of cash and/or securities. Pursuant to the futures contract, each Fund generally agrees to receive from or pay to the broker(s) an amount of cash equal to the daily fluctuation in value of the futures contract. Such receipts or payments are known as variation margin and are recorded by each Fund as unrealized gains or losses. Each Fund will realize a gain or loss upon closing of a futures transaction.

Futures contracts involve, to varying degrees, elements of market risk (specifically exchange rate sensitivity, commodity price risk or equity market volatility risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure each Fund has in the particular classes of instruments. Additional risks associated with the use of futures contracts are imperfect correlation between movements in the price of the futures contracts and the market value of the underlying Index or commodity and the possibility of an illiquid market for a futures contract. With futures contracts, there is minimal but some counterparty risk to the Funds since futures contracts are exchange-traded and the credit risk resides with the Funds’ clearing broker or clearinghouse itself. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified times during the trading day. Futures contracts prices could move to the limit

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for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting a Fund to substantial losses. If trading is not possible, or if a Fund determines not to close a futures position in anticipation of adverse price movements, the Fund will be required to make daily cash payments of variation margin. The risk the Fund will be unable to close out a futures position will be minimized by entering into such transactions on a national exchange with an active and liquid secondary market.

Option Contracts

An option is a contract that gives the buyer the right, but not the obligation, to buy or sell a specified quantity of a commodity or other instrument at a specific (or strike) price within a specified period of time, regardless of the market price of that instrument. There are two types of options: calls and puts. A call option conveys to the option buyer the right to purchase a particular futures contract at a stated price at any time during the life of the option. A put option conveys to the option buyer the right to sell a particular futures contract at a stated price at any time during the life of the option. Options written by a Fund may be wholly or partially covered (meaning that the Fund holds an offsetting position) or uncovered. In the case of the purchase of an option, the risk of loss of an investor’s entire investment (i.e., the premium paid plus transaction charges) reflects the nature of an option as a wasting asset that may become worthless when the option expires. Where an option is written or granted (i.e., sold) uncovered, the seller may be liable to pay substantial additional margin, and the risk of loss is unlimited, as the seller will be obligated to deliver, or take delivery of, an asset at a predetermined price which may, upon exercise of the option, be significantly different from the market value.

When a Fund writes a call or put, an amount equal to the premium received is recorded and subsequently marked to market to reflect the current value of the option written. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against amounts paid on the underlying futures, swap, security or currency transaction to determine the realized gain (loss).

When a Fund purchases an option, the Fund pays a premium which is included as an asset on the Statement of Financial Condition and subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. The risk associated with purchasing put and call options is limited to the premium paid. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying investment transaction to determine the realized gain (loss) when the underlying transaction is executed.

Certain options transactions may subject the writer (seller) to unlimited risk of loss in the event of an increase in the price of the contract to be purchased or delivered. The value of a Fund’s options transactions, if any, will be affected by, among other things, changes in the value of a Fund’s underlying benchmark relative to the strike price, changes in interest rates, changes in the actual and implied volatility of the Fund’s underlying benchmark, and the remaining time until the options expire, or any combination thereof. The value of the options should not be expected to increase or decrease at the same rate as the level of the Fund’s underlying benchmark, which may contribute to tracking error. Options may be less liquid than certain other securities. A Fund’s ability to trade options will be dependent on the willingness of counterparties to trade such options with the Fund. In a less liquid market for options, a Fund may have difficulty closing out certain option positions at desired times and prices. A Fund may experience substantial downside from specific option positions and certain option positions may expire worthless. Over-the-counter options generally are not assignable except by agreement between the parties concerned, and no party or purchaser has any obligation to permit such assignments. The over-the-counter market for options is relatively illiquid, particularly for relatively small transactions. The use of options transactions exposes a Fund to liquidity risk and counterparty credit risk, and in certain circumstances may expose the Fund to unlimited risk of loss. The Funds may buy and sell options on futures contracts, which may present even greater volatility and risk of loss.

Each Oil Fund (ProShares UltraShort Bloomberg Crude Oil and ProShares Ultra Bloomberg Crude Oil) may, but is not required to, seek to use swap agreements or options strategies that limit losses (i.e., have “floors”) or are otherwise designed to prevent the Fund’s net asset value from going to zero. These investment strategies will not prevent an Oil Fund from losing value, and their use may not prevent a Fund’s NAV from going to zero. Rather, they are intended to allow an Oil Fund to preserve a small portion of its value in the event of significant movements in its benchmark or Financial Instruments based on its benchmark. There can be no guarantee that an Oil Fund will be able to implement such strategies, continue to use such strategies, or that such strategies will be successful. Each Oil Fund will incur additional costs as a result of using such strategies. Use of strategies designed to limit losses may also place “caps” or “ceilings” on performance and could significantly limit Fund gains, could cause a Fund to perform in a manner not consistent with its investment objective and could otherwise have a significant impact on Fund performance.

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Swap Agreements

Certain of the Funds enter into swap agreements for purposes of pursuing their investment objectives or as a substitute for investing directly in (or shorting) an underlying Index, currency or commodity, or to create an economic hedge against a position. Swap agreements are two-party contracts that have traditionally been entered into primarily with institutional investors in over-the-counter (“OTC”) markets for a specified period, ranging from a day to more than one year. However, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) provides for significant reforms of the OTC derivative markets, including a requirement to execute certain swap transactions on a CFTC-regulated market and/or to clear such transactions through a CFTC-regulated central clearing organization. In a standard swap transaction, two parties agree to exchange the returns earned or realized on a particular predetermined investment, instrument or Index in exchange for a fixed or floating rate of return in respect of a predetermined notional amount. Transaction or commission costs are reflected in the benchmark level at which the transaction is entered into. The gross returns to be exchanged are calculated with respect to a notional amount and the benchmark returns to which the swap is linked. Swap agreements do not involve the delivery of underlying instruments.

Generally, swap agreements entered into by the Funds calculate and settle the obligations of the parties to the agreement on a “net basis” with a single payment. Consequently, each Fund’s current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of such obligations (or rights) (the “net amount”). In a typical swap agreement entered into by a Matching VIX Fund or Ultra Fund, the Matching VIX Fund or Ultra Fund would be entitled to settlement payments in the event the level of the benchmark increases and would be required to make payments to the swap counterparties in the event the level of the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay. In a typical swap agreement entered into by a Short Fund or an UltraShort Fund, the Short Fund or UltraShort Fund would be required to make payments to the swap counterparties in the event the level of the benchmark increases and would be entitled to settlement payments in the event the level of the benchmark decreases, adjusted for any transaction costs or trading spreads on the notional amount the Funds may pay.

The net amount of the excess, if any, of each Fund’s obligations over its entitlements with respect to each OTC swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the counterparty in a segregated account by the Funds’ Custodian. The net amount of the excess, if any, of each Fund’s entitlements over its obligations with respect to each OTC swap agreement is accrued on a daily basis and an amount of cash and/or securities having an aggregate value at least equal to such accrued excess is maintained for the benefit of the Fund in a segregated account by a third party custodian. Until a swap agreement is settled in cash, the gain or loss on the notional amount less any transaction costs or trading spreads payable by each Fund on the notional amount are recorded as “unrealized appreciation or depreciation on swap agreements” and, when cash is exchanged, the gain or loss realized is recorded as “realized gains or losses on swap agreements.” Swap agreements are generally valued at the last settled price of the benchmark referenced asset.

Swap agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed to the party under the agreement. This could cause a Fund to have to enter into a new transaction with the same counterparty, enter into a transaction with a different counterparty or seek to achieve its investment objective through any number of different investments or investment techniques.

Swap agreements involve, to varying degrees, elements of market risk and exposure to loss in excess of the unrealized gain/loss reflected. The notional amounts reflect the extent of the total investment exposure each Fund has under the swap agreement, which may exceed the NAV of each Fund. Additional risks associated with the use of swap agreements are imperfect correlations between movements in the notional amount and the price of the underlying reference Index and the inability of counterparties to perform. Each Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will typically enter into swap agreements only with major global financial institutions. The creditworthiness of each of the firms that is a party to a swap agreement is monitored by the Sponsor. The Sponsor may use various techniques to minimize credit risk including early termination and payment, using different counterparties, limiting the net amount due from any individual counterparty and generally requiring collateral to be posted by the counterparty in an amount approximately equal to that owed to the Funds. All of the outstanding swap agreements at September 30, 2024 contractually terminate within one month but may be terminated without penalty by either party at any time. Upon termination, the Fund is obligated to pay or receive the “unrealized appreciation or depreciation” amount.

98

The Funds, as applicable, collateralize swap agreements by segregating or designating cash and/or certain securities as indicated on the Statements of Financial Condition or Schedules of Investments. As noted above, collateral posted in connection with OTC derivative transactions is held for the benefit of the counterparty in a segregated tri-party account at the Custodian to protect the counterparty against non-payment by the Funds. The collateral held in this account is restricted as to its use. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks in connection with OTC swaps by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to certain minimum thresholds. In the event of a bankruptcy of a counterparty, such Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Funds will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of September 30, 2024, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities.

The counterparty/credit risk for cleared derivative transactions is generally lower than for OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries.

Forward Contracts

Certain of the Funds enter into forward contracts for the purpose of pursuing their investment objectives and as a substitute for investing directly in (or shorting) commodities and/or currencies. A forward contract is an agreement between two parties to purchase or sell a specified quantity of an asset at or before a specified date in the future at a specified price. Forward contracts are typically traded in OTC markets and all details of the contracts are negotiated between the counterparties to the agreement. Accordingly, the forward contracts are valued by reference to the contracts traded in the OTC markets.

The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or currency, establishing an opposite position in the contract and recognizing the profit or loss on both positions simultaneously on the delivery date or, in some instances, paying a cash settlement before the designated date of delivery. The forward contracts are adjusted by the daily fluctuation of the underlying commodity or currency and any gains or losses are recorded for financial statement purposes as unrealized gains or losses until the contract settlement date.

Forward contracts have traditionally not been cleared or guaranteed by a third party. As a result of the Dodd-Frank Act, the CFTC now regulates non-deliverable forwards (including deliverable forwards where the parties do not take delivery). Certain non-deliverable forward contracts, such as non-deliverable foreign exchange forwards, may be subject to regulation as swap agreements, including mandatory clearing. Changes in the forward markets may entail increased costs and result in increased reporting requirements.

The Funds may collateralize OTC forward commodity contracts by segregating or designating cash and/or certain securities as indicated on their Statements of Financial Condition or Schedules of Investments. Such collateral is held for the benefit of the counterparty in a segregated tri-party account at a third party custodian to protect the counterparty against non-payment by the Funds. The collateral held in this account is restricted as to its use. In the event of a default by the counterparty, the Funds will seek withdrawal of this collateral from the segregated account and may incur certain costs in exercising its right with respect to the collateral. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the Funds may experience significant delays in obtaining any recovery in a bankruptcy or other reorganizational proceeding. The Funds may obtain only limited recovery or may obtain no recovery in such circumstances.

99

The Funds remain subject to credit risk with respect to the amount they expect to receive from counterparties. However, the Funds have sought to mitigate these risks by generally requiring that the counterparties for each Fund agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to minimum thresholds. In the event of the bankruptcy of a counterparty, the Fund will have direct access to the collateral received from the counterparty, generally as of the day prior to the bankruptcy, because there is a one day time lag between the Fund’s request for collateral and the delivery of such collateral. To the extent any such collateral is insufficient, the Fund will be exposed to counterparty risk as described above, including the possible delays in recovering amounts as a result of bankruptcy proceedings. As of September 30, 2024, the collateral posted by counterparties consisted of cash and/or U.S. Treasury securities.

Participants in trading foreign exchange forward contracts often do not require margin deposits, but rely upon internal credit limitations and their judgments regarding the creditworthiness of their counterparties. In recent years, however, many OTC market participants in foreign exchange trading have begun to require their counterparties to post margin.

A Fund will typically enter into forward contracts only with major global financial institutions. The creditworthiness of each of the firms that is a party to a forward contract is monitored by the Sponsor.

The counterparty/credit risk for cleared derivative transactions is generally lower than for OTC derivatives since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. In addition, cleared derivative transactions benefit from daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries.

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

Fair Value of Derivative Instruments as of September 30, 2024

		Asset Derivatives				Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Fund	Statements of Financial Condition Location	Unrealized Appreciation			Statements of Financial Condition Location	Unrealized Depreciation
VIX Futures Contracts		Receivable on open futures contracts				Payable on open futures contracts
	ProShares Short VIX Short-Term Futures ETF		$	352,766	*		$	737,248	*
	ProShares Ultra VIX Short-Term Futures ETF			8,353,741	*			—
	ProShares VIX Mid-Term Futures ETF			594,532	*			—
	ProShares VIX Short-Term Futures ETF			2,510,161	*			—
Commodities Contracts		Receivables on open futures contracts and/or unrealized appreciation on swap agreements				Payable on open futures contracts and/or unrealized depreciation on swap agreements
	ProShares Ultra Bloomberg Crude Oil			13,315,890	*			3,574,397	*
	ProShares Ultra Bloomberg Natural Gas			107,189,385	*			—
	ProShares Ultra Gold			34,607,988	*			—
	ProShares Ultra Silver			126,315,673	*			—
	ProShares UltraShort Bloomberg Crude Oil			14,942,231	*			36,482	*
	ProShares UltraShort Bloomberg Natural Gas			—				14,948,530	*
	ProShares UltraShort Gold			—				1,187,188	*
	ProShares UltraShort Silver			—				5,161,657	*
Foreign Exchange Contracts		Unrealized appreciation on foreign currency forward contracts				Unrealized depreciation on foreign currency forward contracts
	ProShares Ultra Euro			47,355				705
	ProShares Ultra Yen			17,300				301,244
	ProShares UltraShort Euro			3,425				331,061
	ProShares UltraShort Yen			—				210,204
		Combined Trust:	$	308,250,447	*		$	26,488,716	*

* Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

100

Fair Value of Derivative Instruments as of December 31, 2023

		Asset Derivatives				Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Fund	Statements of Financial Condition Location	Unrealized Appreciation			Statements of Financial Condition Location	Unrealized Depreciation
VIX Futures Contracts		Receivable on open futures contracts				Payable on open futures contracts
	ProShares Short VIX Short-Term Futures ETF		$	12,640,624	*		$	—
	ProShares Ultra VIX Short-Term Futures ETF			—				31,183,911	*
	ProShares VIX Mid-Term Futures ETF			—				3,745,676	*
	ProShares VIX Short-Term Futures ETF			—				9,664,094	*
Commodities Contracts		Receivables on open futures contracts and/or unrealized appreciation on swap agreements				Payable on open futures contracts and/or unrealized depreciation on swap agreements
	ProShares Ultra Bloomberg Crude Oil			20,191,987	*			5,752,284	*
	ProShares Ultra Bloomberg Natural Gas			43,607,070	*			—
	ProShares Ultra Gold			7,174,868	*			—
	ProShares Ultra Silver			12,400,748	*			2,827,221	*
	ProShares UltraShort Bloomberg Crude Oil			22,436,319	*			—
	ProShares UltraShort Bloomberg Natural Gas			—				3,553,507	*
	ProShares UltraShort Gold			—				344,052	*
	ProShares UltraShort Silver			1,879,957	*			1,005,085	*
Foreign Exchange Contracts		Unrealized appreciation on foreign currency forward contracts				Unrealized depreciation on foreign currency forward contracts
	ProShares Ultra Euro			308,424				1,475
	ProShares Ultra Yen			1,534,924				15,639
	ProShares UltraShort Euro			38,029				1,886,808
	ProShares UltraShort Yen			129,697				1,441,622
		Combined Trust:	$	122,342,647	*		$	61,421,374	*

* Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statements of Financial Condition in receivable/payable on open futures.

101

The Effect of Derivative Instruments on the Statement of Operations

For the three months ended September 30, 2024

Derivatives Not Accounted for as Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Fund	Realized Gain (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
VIX Futures Contracts	Net realized gain (loss) on futures contracts changes in unrealized appreciation (depreciation) on futures contracts
		ProShares Short VIX Short-Term Futures ETF	$	(7,503,293	)	$	(4,219,681	)
		ProShares Ultra VIX Short-Term Futures ETF		(36,612,575	)		14,558,661
		ProShares VIX Mid-Term Futures ETF		2,713,658			457,557
		ProShares VIX Short-Term Futures ETF		47,467,197			5,170,981
Commodities Contracts	Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and swap agreements
		ProShares Ultra Bloomberg Crude Oil		(66,825,983	)		(59,088,544	)
		ProShares Ultra Bloomberg Natural Gas		(372,130,469	)		260,225,054
		ProShares Ultra Gold		12,042,718			41,928,337
		ProShares Ultra Silver		(129,011,226	)		182,392,300
		ProShares UltraShort Bloomberg Crude Oil		12,329,007			28,461,478
		ProShares UltraShort Bloomberg Natural Gas		90,006,232			(55,772,673	)
		ProShares UltraShort Gold		(1,409,519	)		(1,762,993	)
		ProShares UltraShort Silver		5,993,727			(9,520,751	)
Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward contracts/ changes in unrealized appreciation (depreciation) on foreign currency forward contracts
		ProShares Ultra Euro		182,638			187,048
		ProShares Ultra Yen		6,834,509			2,618,114
		ProShares UltraShort Euro		(1,317,854	)		(1,247,585	)
		ProShares UltraShort Yen		(5,013,671	)		(3,366,298	)
		Combined Trust	$	(442,254,904	)	$	401,021,005

102

The Effect of Derivative Instruments on the Statement of Operations

For the nine months ended September 30, 2024

Derivatives Not Accounted for as Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Fund	Realized Gain (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
VIX Futures Contracts	Net realized gain (loss) on futures contracts changes in unrealized appreciation (depreciation) on futures contracts
		ProShares Short VIX Short-Term Futures ETF	$	47,755,573		$	(13,025,106	)
		ProShares Ultra VIX Short-Term Futures ETF		(185,028,990	)		39,537,652
		ProShares VIX Mid-Term Futures ETF		(12,344,229	)		4,340,208
		ProShares VIX Short-Term Futures ETF		(11,804,121	)		12,174,255
Commodities Contracts	Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and swap agreements
		ProShares Ultra Bloomberg Crude Oil		33,249,538			(4,698,210	)
		ProShares Ultra Bloomberg Natural Gas		(402,539,202	)		63,582,315
		ProShares Ultra Gold		62,081,810			27,433,120
		ProShares Ultra Silver		87,198,503			116,742,146
		ProShares UltraShort Bloomberg Crude Oil		(330,018	)		(7,530,570	)
		ProShares UltraShort Bloomberg Natural Gas		90,097,297			(11,395,023	)
		ProShares UltraShort Gold		(5,323,806	)		(843,136	)
		ProShares UltraShort Silver		(4,296,391	)		(6,036,529	)
Foreign Exchange Contracts	Net realized gain (loss) on futures and/ or foreign currency forward contracts/ changes in unrealized appreciation (depreciation) on futures and/ or foreign currency forward contracts
		ProShares Ultra Euro		107,862			(260,299	)
		ProShares Ultra Yen		(562,689	)		(1,803,229	)
		ProShares UltraShort Euro		(1,360,955	)		1,521,143
		ProShares UltraShort Yen		1,109,169			1,101,721
		Combined Trust:	$	(301,990,649	)	$	220,840,458

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The Effect of Derivative Instruments on the Statement of Operations

For the three months ended September 30, 2023

Derivatives Not Accounted for as Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Fund	Realized Gain (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
VIX Futures Contracts	Net realized gain (loss) on futures contracts and/or swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and/or swap agreements
		ProShares Short VIX Short-Term Futures ETF	$	30,285,319		$	(26,316,590	)
		ProShares Ultra VIX Short-Term Futures ETF		(142,584,115	)		108,839,211
		ProShares VIX Mid-Term Futures ETF		(12,244,511	)		8,934,542
		ProShares VIX Short-Term Futures ETF		(54,950,042	)		41,847,057
Commodities Contracts	Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and swap agreements
		ProShares Ultra Bloomberg Crude Oil		244,550,123			28,244,846
		ProShares Ultra Bloomberg Natural Gas		237,079,838			(410,454,461	)
		ProShares Ultra Gold		(16,876,003	)		(522,115	)
		ProShares Ultra Silver		(30,251,410	)		239,211
		ProShares UltraShort Bloomberg Crude Oil		(47,764,820	)		(38,026,419	)
		ProShares UltraShort Bloomberg Natural Gas		(10,798,451	)		44,086,649
		ProShares UltraShort Gold		1,436,424			(251,606	)
		ProShares UltraShort Silver		6,921,431			61,770
Foreign Exchange Contracts	Net realized gain (loss) on foreign currency forward contracts/ changes in unrealized appreciation (depreciation) on foreign currency forward contracts
		ProShares Ultra Euro		(22,385	)		(462,400	)
		ProShares Ultra Yen		(1,854,770	)		277,206
		ProShares UltraShort Euro		(122,866	)		3,207,102
		ProShares UltraShort Yen		3,079,208			(1,059,246	)
		Combined Trust	$	205,882,970		$	(241,355,243	)

104

The Effect of Derivative Instruments on the Statement of Operations

For the nine months ended September 30, 2023

Derivatives Not Accounted for as Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Income	Fund	Realized Gain (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
VIX Futures Contracts	Net realized gain (loss) on futures contracts and/or swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and/or swap agreements
		ProShares Short VIX Short-Term Futures ETF	$	125,117,609		$	(13,479,766	)
		ProShares Ultra VIX Short-Term Futures ETF		(751,122,089	)		65,564,944
		ProShares VIX Mid-Term Futures ETF		(35,008,564	)		3,847,551
		ProShares VIX Short-Term Futures ETF		(228,276,043	)		21,670,993
Commodities Contracts	Net realized gain (loss) on futures contracts and swap agreements/ changes in unrealized appreciation (depreciation) on futures contracts and swap agreements
		ProShares Ultra Bloomberg Crude Oil		253,975,133			(64,480,382	)
		ProShares Ultra Bloomberg Natural Gas		(1,441,434,725	)		194,583,202
		ProShares Ultra Gold		11,120,462			(22,699,483	)
		ProShares Ultra Silver		5,667,026			(96,434,853	)
		ProShares UltraShort Bloomberg Crude Oil		7,896,254			(35,285,156	)
		ProShares UltraShort Bloomberg Natural Gas		221,346,621			(62,113,081	)
		ProShares UltraShort Gold		(1,147,608	)		1,851,613
		ProShares UltraShort Silver		10,748,650