360
::
MAY
31,
2026
::
NOTES
TO
FINANCIAL
STATEMENTS
PROSHARES
TRUST
Please
refer
to
the
Schedules
of
Portfolio
Investments
to
view
equity
and
debt
securities
segregated
by
industry
type.
For
the year ended
May
31,
2026,
there
were
no
Level
3
securities
except
those
securities
classified
as
Level
3
in
the
Schedules
of
Portfolio
Investments which
are
considered
quantitatively
insignificant
for
additional
disclosure.
There
were
no
transfers
in
or
out
of
Level
3
securities
for
the
period.
Foreign
Currency
Translation
Each
Fund’s
accounting
records
are
maintained
in
U.S.
dollars.
Assets
and
liabilities
denominated
in
foreign
currencies
and
com-
mitments
under
forward
foreign
currency
exchange
contracts
are
translated
into
U.S.
dollars
as
of
the
close
of
London
world
markets.
The
Funds
do
not
isolate
that
portion
of
the
results
of
operations
resulting
from
changes
in
foreign
exchange
rates
on
investments
from
the
fluctuations
arising
from
changes
in
market
prices
of
securities
held.
Such
fluctuations
are
included
with
the
net
realized
and
unrealized
gain
or
loss
from
investments. 
Repurchase
Agreements 
Each
of
the
Funds
may
enter
into
repurchase
agreements.
Repurchase
agreements
are
primarily
used
by
the
Funds
as
short-term
investments
for
cash
positions.
Under
a
repurchase
agreement,
a
Fund
purchases
one
or
more
debt
securities
and
simultaneously
agrees
to
sell
those
securities
back
to
the
seller
at
a
mutually
agreed-upon
future
price
and
date,
normally
one
day
or
a
few
days
later.
The
resale
price
is
greater
than
the
purchase
price,
reflecting
an
agreed-upon
market
interest
rate
during
the
purchaser’s
holding
period.
While
the
maturities
of
the
underlying
securities
in
repurchase
transactions
may
be
more
than
one
year,
the
term
of
each
repurchase
agreement
will
always
be
less
than
one
year.
The
Funds
follow
certain
procedures
designed
to
minimize
the
risks
inherent
in
such
agreements.
These
procedures
include
effecting
repurchase
transactions
generally
with
major
global
financial
institutions
whose
creditworthiness
is
monitored
by
the
Advisor.
In
addition,
the
value
of
the
collateral
underlying
the
repurchase
agreement
is
required
to
be
at
least
equal
to
the
repurchase
price,
including
any
accrued
interest
income
earned
on
the
repurchase
agreement.
The
Funds
may
invest
in
repurchase
agreements
through
joint
account
arrangements;
in
such
cases,
each
Fund
holds
a
pro
rata
share
of
the
collateral
and
interest
income
based
upon
the
dollar
amount
of
the
repurchase
agreements
entered
into
by
each
Fund.
The
collateral
underlying
the
repurchase
agreement
is
held
by
the
Fund’s
custodian.
A
repurchase
agreement
is
subject
to
the
risk
that
the
counterparty
to
the
repurchase
agreement
that
sells
the
securities
may
default
on
its
obligation
to
repurchase
them.
In
this
circumstance,
a
Fund
may
lose
money
because
it
may
not
be
able
to
sell
the
securities
at
the
LEVEL
1
-
Quoted
Prices
A
LEVEL
2
-
Other
Significant
Observable
Inputs
A
LEVEL
3
-
Significant
Unobservable
Inputs
A
Total
A
A
Common
Stocks/
Shares
of
Beneficial
Interest
A
Securities
Lending
Reinvestments
A
Futures
Contracts*
A
U.S.
Treasury
Obligations
A
Repurchase
Agreements
A
Swap
Agreements*
A
Common
Stocks/
Shares
of
Beneficial
Interest
A
Rights/
Warrants
A
Other
Financial
Instruments,
including
Futures
Contracts,
Swap
Agreements,
and
Forward
Currency
Contracts*
A
Investment
Securities,
including
Repurchase
Agreements
A
UltraShort
FTSE
Europe
$
5,006,000
$
—
$
—
$
—
$
7,773,152
$
(7,606,953)
$
—
$
—
$
(7,606,953)
$
12,779,152
UltraShort
Health
Care
—
—
—
—
4,826,515
(
76,946)
—
—
(76,946)
4,826,515
UltraShort
Industrials
—
—
—
—
5,868,889
(703,056)
—
—
(703,056)
5,868,889
UltraShort
Materials
—
—
—
—
3,079,349
(479,192)
—
—
(479,192)
3,079,349
UltraShort
MidCap400
—
—
—
—
1,016,226
(417,446)
—
—
(417,446)
1,016,226
UltraShort
MSCI
Brazil
Capped
.....
—
—
—
—
1,485,280
(3,886,269)
—
—
(3,886,269)
1,485,280
UltraShort
MSCI
EAFE
—
—
—
—
1,294,710
(
791,999)
—
—
(791,999)
1,294,710
UltraShort
MSCI
Emerging
Markets
.....
2,002,400
—
—
—
1,334,382
(5,656,127)
—
—
(5,656,127)
3,336,782
UltraShort
MSCI
Japan
—
—
—
—
5,322,195
(3,282,484)
—
—
(3,282,484)
5,322,195
UltraShort
Nasdaq
Biotechnology
..
—
—
—
—
2,408,507
(
1,099,672)
—
—
(1,099,672)
2,408,507
UltraShort
QQQ
®
..
265,318,000
—
(5,098,079)
114,360,092
9,679,640
(155,003,828)
—
—
(160,101,907)
389,357,732
UltraShort
QQQ
Mega
—
—
—
—
790,985
(711,629)
—
—
(711,629)
790,985
UltraShort
Real
Estate
12,014,400
—
—
—
3,093,393
(
2,521,789)
—
—
(2,521,789)
15,107,793
UltraShort
Russell2000
38,045,600
—
(576,803)
—
14,620,056
(22,794,567)
—
—
(23,371,370)
52,665,656
UltraShort
S&P500
®
400,480,000
—
(4,680,841)
149,429,484
25,025,265
(176,404,076)
—
—
(181,084,917)
574,934,749
UltraShort
Semiconductors
.
20,024,000
—
—
—
25,058,222
(24,025,007)
—
—
(24,025,007)
45,082,222
UltraShort
SmallCap600
—
—
—
—
1,400,451
(983,012)
—
—
(983,012)
1,400,451
UltraShort
Technology
—
—
—
—
2,378,006
(4,508,269)
—
—
(4,508,269)
2,378,006
UltraShort
Utilities
.
—
—
—
—
3,446,612
(524,928)
—
—
(524,928)
3,446,612
*  These
investments
are
recorded
in
the
financial
statements
at
the
unrealized
gain
or
loss
on
the
investment.
(a)
Security
has
zero
value
NOTES
TO
FINANCIAL
STATEMENTS
::
MAY
31,
2026
::
361
PROSHARES
TRUST
agreed
upon
time
and
price,
the
securities
may
lose
value
before
they
can
be
sold,
the
selling
institution
may
declare
bankruptcy
or
the
Fund
may
have
difficulty
exercising
rights
to
the
collateral.
During
periods
of
high
demand
for
repurchase
agreements,
the
Funds
may
be
unable
to
invest
available
cash
in
these
instruments
to
the
extent
desired
by
the
Advisor. Repurchase
agreements
usually
are
for
short
periods,
such
as
one
week
or
less,
but
may
be
longer.
It
is
the
current
policy
of
each
Fund
not
to
invest
in
repurchase
agreements
that
do
not
mature
within
seven
days
if
any
such
investment,
together
with
any
other
illiquid
assets
held
by
the
Fund,
amounts
to
more
than
15%
of
the
Fund’s
total
net
assets.
The
investments
of
each
Fund
in
repurchase
agreements
at
times
may
be
substantial
when,
in
the
view
of
the
Advisor,
liquidity,
investment,
regulatory,
or
other
considerations
so
warrant.
On
May
31,
2026,
the
Funds
had
an
undivided interest
in
joint
repurchase
agreements
with
the
following
counterparties,
for
the
time
periods
and
rates
indicated.
Amounts
shown
in
the
table
below
represent
Principal
Amount,
Cost
and
Value
for
each
respec-
tive
repurchase
agreement. 
Fund
Name
Bank
of
America
Securities,
Inc.,
3.62%,
dated
5/29/2026
due
6/1/2026
(a)
Barclays
Capital,
Inc.,
3.55%,
dated
5/29/2026
due
6/1/2026
(b)
BNP
Paribas
Securities
Corp.,
3.61%,
dated
5/29/2026
due
6/1/2026
(c)
CF
Secured
LLC,
3.60%
dated
5/29/2026
due
6/1/2026
(d)
Total
Short
7-10
Year
Treasury
............................................
$
1,060,488
$
777,691
$
1,413,984
$
2,246,949
$
5,499,112
Short
20+
Year
Treasury
.............................................
12,520,955
9,182,034
16,694,608
26,529,248
64,926,845
Short
Dow30
SM
..................................................
3,516,562
2,578,813
4,688,749
7,450,850
18,234,974
Short
Financials
.................................................
806,538
591,462
1,075,386
1,708,884
4,182,270
Short
FTSE
China
50
...............................................
617,943
453,158
823,923
1,309,290
3,204,314
Short
High
Yield
.................................................
244,406
179,231
325,874
517,845
1,267,356
Short
MidCap400
................................................
506,848
371,689
675,799
1,073,904
2,628,240
Short
MSCI
EAFE
................................................
252,798
185,386
337,064
535,627
1,310,875
Short
MSCI
Emerging
Markets
.........................................
1,000,375
733,608
1,333,834
2,119,582
5,187,399
Short
QQQ
®
....................................................
21,146,205
15,507,217
28,194,940
44,804,320
109,652,682
Short
Real
Estate
.................................................
995,005
729,670
1,326,674
2,108,204
5,159,553
Short
Russell2000
................................................
2,564,054
1,880,306
3,418,739
5,432,685
13,295,784
Short
S&P500
®
..................................................
319,828
234,541
426,437
677,647
1,658,453
Short
SmallCap600
...............................................
658,423
482,844
877,897
1,395,060
3,414,224
Ultra
7-10
Year
Treasury
.............................................
64,899
47,594
86,534
137,511
336,538
Ultra
20+
Year
Treasury
.............................................
275,068
201,717
366,759
582,813
1,426,357
Ultra
Communication
Services
.........................................
241,816
177,331
322,421
512,355
1,253,923
Ultra
Consumer
Discretionary
..........................................
450,105
330,077
600,141
953,679
2,334,002
Ultra
Consumer
Staples
.............................................
729,339
534,849
972,452
1,545,316
3,781,956
Ultra
Dow30
SM
..................................................
3,797,170
2,784,591
5,062,895
8,045,398
19,690,054
Ultra
Energy
....................................................
831,563
609,813
1,108,751
1,761,905
4,312,032
Ultra
Financials
..................................................
7,327,797
5,373,718
9,770,397
15,526,046
37,997,958
Ultra
FTSE
China
50
...............................................
125,739
92,209
167,652
266,414
652,014
Ultra
FTSE
Europe
................................................
835,126
612,426
1,113,501
1,769,454
4,330,507
Ultra
Health
Care
.................................................
989,622
725,723
1,319,497
2,096,800
5,131,642
Ultra
High
Yield
..................................................
1,209,490
886,959
1,612,654
2,562,652
6,271,755
Ultra
Industrials
..................................................
285,966
209,708
381,287
605,901
1,482,862
Ultra
Materials
..................................................
398,698
292,378
531,598
844,756
2,067,430
Ultra
MidCap400
.................................................
1,101,038
807,428
1,468,050
2,332,866
5,709,382
Ultra
MSCI
Brazil
Capped
............................................
353,167
258,989
470,888
748,286
1,831,330
Ultra
MSCI
EAFE
.................................................
981,741
719,943
1,308,988
2,080,099
5,090,771
Ultra
MSCI
Emerging
Markets
..........................................
630,583
462,427
840,777
1,336,071
3,269,858
Ultra
MSCI
Japan
................................................
291,043
213,432
388,058
616,660
1,509,193
Ultra
Nasdaq
Biotechnology
..........................................
445,827
326,939
594,435
944,611
2,311,812
Ultra
Nasdaq
Cloud
Computing
.........................................
61,302
44,955
81,736
129,886
317,879
Ultra
Nasdaq
Cybersecurity
...........................................
621,672
455,893
828,896
1,317,191
3,223,652
Ultra
QQQ
®
....................................................
54,469,952
39,944,632
72,626,603
115,410,269
282,451,456
Ultra
QQQ
Mega
.................................................
1,188,472
871,546
1,584,630
2,518,120
6,162,768
Ultra
QQQ
Top
30
................................................
289,777
212,504
386,370
613,979
1,502,630
Ultra
Real
Estate
.................................................
1,158,150
849,310
1,544,201
2,453,874
6,005,535
Ultra
Russell2000
.................................................
5,465,805
4,008,256
7,287,740
11,580,879
28,342,680
Ultra
S&P500
®
..................................................
24,466,534
17,942,125
32,622,047
51,839,393
126,870,099
Ultra
S&P
500
Equal
Weight
...........................................
1,911,570
1,401,818
2,548,759
4,050,211
9,912,358
Ultra
Semiconductors
..............................................
6,779,658
4,971,749
9,039,543
14,364,654
35,155,604
Ultra
SmallCap600
................................................
630,153
462,112
840,202
1,335,159
3,267,626
Ultra
Technology
.................................................
754,125
553,025
1,005,501
1,597,831
3,910,482
Ultra
Utilities
...................................................
159,801
117,188
213,069
338,585
828,643
UltraPro
Dow30
SM
................................................
8,078,079
5,923,924
10,770,772
17,115,735
41,888,510
362
::
MAY
31,
2026
::
NOTES
TO
FINANCIAL
STATEMENTS
PROSHARES
TRUST
Equity
Securities 
Certain
Funds
may
invest
in
or
seek
leveraged,
inverse,
or
inverse
leveraged
exposure
to
equity
securities,
including
shares
of
foreign
or
U.S.
common
stock,
Real
Estate
Investment
Trusts,
Depositary
Receipts,
and
shares
of
other
Investment
Companies,
including
other
exchange
traded
funds
(“ETFs”). 
Real
Estate
Investment
Trusts
(“REITs”) 
REITs
report
information
on
the
source
of
their
distributions
annually.
A
portion
of
distributions
received
from
REITs
during
the
period
is
estimated
to
be
dividend
income,
realized
gain
or
return
of
capital.
These
estimates
are
adjusted
when
the
actual
source
of
distributions
is
disclosed
by
the
REITs. 
Fund
Name
Bank
of
America
Securities,
Inc.,
3.62%,
dated
5/29/2026
due
6/1/2026
(a)
Barclays
Capital,
Inc.,
3.55%,
dated
5/29/2026
due
6/1/2026
(b)
BNP
Paribas
Securities
Corp.,
3.61%,
dated
5/29/2026
due
6/1/2026
(c)
CF
Secured
LLC,
3.60%
dated
5/29/2026
due
6/1/2026
(d)
Total
UltraPro
MidCap400
...............................................
$
478,170
$
350,658
$
637,560
$
1,013,141
$
2,479,529
UltraPro
QQQ
®
..................................................
72,119,158
52,887,383
96,158,877
152,805,189
373,970,607
UltraPro
Russell2000
...............................................
7,293,395
5,348,490
9,724,525
15,453,155
37,819,565
UltraPro
S&P500
®
................................................
19,907,245
14,598,646
26,542,993
42,179,226
103,228,110
UltraPro
Short
20+
Year
Treasury
........................................
665,937
488,354
887,915
1,410,978
3,453,184
UltraPro
Short
Dow30
SM
.............................................
2,854,341
2,093,183
3,805,787
6,047,742
14,801,053
UltraPro
Short
MidCap400
...........................................
465,825
341,605
621,099
986,985
2,415,514
UltraPro
Short
QQQ
®
...............................................
14,489,342
10,625,518
19,319,123
30,699,839
75,133,822
UltraPro
Short
Russell2000
...........................................
1,241,909
910,732
1,655,878
2,631,339
6,439,858
UltraPro
Short
S&P500
®
.............................................
9,723,180
7,130,332
12,964,240
20,601,353
50,419,105
UltraShort
7-10
Year
Treasury
..........................................
573,233
420,371
764,310
1,214,559
2,972,473
UltraShort
20+
Year
Treasury
..........................................
13,939,337
10,222,181
18,585,782
29,534,497
72,281,797
UltraShort
Consumer
Discretionary
.......................................
1,120,504
821,703
1,494,007
2,374,111
5,810,325
UltraShort
Consumer
Staples
..........................................
782,819
574,067
1,043,759
1,658,626
4,059,271
UltraShort
Dow30
SM
...............................................
814,422
597,243
1,085,896
1,725,588
4,223,149
UltraShort
Energy
................................................
2,933,984
2,151,588
3,911,978
6,216,488
15,214,038
UltraShort
Financials
...............................................
959,532
703,657
1,279,375
2,033,044
4,975,608
UltraShort
FTSE
China
50
............................................
631,608
463,178
842,143
1,338,242
3,275,171
UltraShort
FTSE
Europe
.............................................
1,499,029
1,099,289
1,998,707
3,176,127
7,773,152
UltraShort
Health
Care
..............................................
930,780
682,572
1,241,039
1,972,124
4,826,515
UltraShort
Industrials
..............................................
1,131,798
829,986
1,509,064
2,398,041
5,868,889
UltraShort
Materials
...............................................
593,844
435,485
791,792
1,258,228
3,079,349
UltraShort
MidCap400
..............................................
195,976
143,716
261,301
415,233
1,016,226
UltraShort
MSCI
Brazil
Capped
.........................................
286,432
210,050
381,910
606,888
1,485,280
UltraShort
MSCI
EAFE
..............................................
249,681
183,099
332,909
529,021
1,294,710
UltraShort
MSCI
Emerging
Markets
......................................
257,332
188,710
343,109
545,231
1,334,382
UltraShort
MSCI
Japan
.............................................
1,026,370
752,671
1,368,494
2,174,660
5,322,195
UltraShort
Nasdaq
Biotechnology
.......................................
464,474
340,614
619,298
984,121
2,408,507
UltraShort
QQQ
®
.................................................
1,866,691
1,368,906
2,488,922
3,955,121
9,679,640
UltraShort
QQQ
Mega
..............................................
152,539
111,862
203,385
323,199
790,985
UltraShort
Real
Estate
..............................................
596,552
437,471
795,403
1,263,967
3,093,393
UltraShort
Russell2000
.............................................
2,819,436
2,067,587
3,759,247
5,973,786
14,620,056
UltraShort
S&P500
®
...............................................
4,826,051
3,539,103
6,434,735
10,225,376
25,025,265
UltraShort
Semiconductors
...........................................
4,832,406
3,543,764
6,443,209
10,238,843
25,058,222
UltraShort
SmallCap600
.............................................
270,073
198,053
360,098
572,227
1,400,451
UltraShort
Technology
..............................................
458,592
336,300
611,456
971,658
2,378,006
UltraShort
Utilities
................................................
664,668
487,425
886,225
1,408,294
3,446,612
$
347,727,940
$
255,000,490
$
463,637,262
$
736,761,701
$
1,803,127,393
Each
Repurchase
Agreement
was
fully
collateralized
by
U.S.
government
and/or
agency
securities
at
May
31,
2026
as
follows:
(a)
U.S.
Treasury
Bonds,
0%
to
4.38%,
due
8/15/2028
to
8/15/2043;
U.S.
Treasury
Notes,
0.38%
to
4.25%,
due
1/15/2027
to
3/31/2033,
which
had
an
aggregate
value
at
the
Trust
level
of
$459,000,017.
(b)
U.S.
Treasury
Notes,
2.88%
to
4.13%,
due
10/31/2031
to
5/15/2032,
which
had
an
aggregate
value
at
the
Trust
level
of
$336,600,114.
(c)
U.S.
Treasury
Bills,
0%,
due
10/22/2026;
U.S.
Treasury
Bonds,
0%
to
5%,
due
1/15/2027
to
2/15/2054;
U.S.
Treasury
Notes,
0.25%
to
4.63%,
due
6/30/2026
to
1/15/2035,
which
had
an
aggregate
value
at
the
Trust
level
of
$612,000,000.
(d)
U.S.
Treasury
Bills,
0%,
due
6/2/2026
to
2/18/2027;
U.S.
Treasury
Bonds,
0%
to
6.75%,
due
5/31/2026
to
2/15/2056;
U.S.
Treasury
Notes,
0.13%
to
4.88%,
due
5/31/2026
to
2/15/2036,
which
had
an
aggregate
value
at
the
Trust
level
of
$972,815,401.
NOTES
TO
FINANCIAL
STATEMENTS
::
MAY
31,
2026
::
363
PROSHARES
TRUST
Debt
Instruments 
Certain
Funds
may
invest
in
debt
instruments,
including
U.S.
government
securities;
Foreign
and
U.S.
investment
grade
corporate
debt
securities.
Additionally,
certain
Funds
may
invest
in
(lower
rated)
debt
instruments
(also
known
as
“junk
bonds”)
that
are
rated
below
“investment
grade”
by
Moody’s,
Standard
and
Poor’s
and/or
Fitch,
Inc. 
Securities
Lending 
Each
Fund
may
lend
securities
to
brokers,
dealers
and
financial
organizations
in
exchange
for
initial collateral
in
the
amount
of
at
least
102%
of
the
value
of
U.S.
dollar-denominated
securities
loaned
or
at
least
105%
of
the
value
of
non-U.S.
dollar-denominat-
ed
securities
loaned,
marked
to
market
daily.
Each
security
loaned
will
be
secured
continuously
by
collateral
in
the
form
of
cash,
Money
Market
Instruments
or
U.S.
Government
securities
with
a
market
value
of
at
least
100%
of
the
market
value
of
the
loaned
securities.
When
a
Fund
lends
its
securities,
it
continues
to
receive
payments
equal
to
the
dividends
and
interest
paid
on
the
secu-
rities
loaned
and
simultaneously
may
earn
interest
on
the
reinvestment
of
the
cash
collateral.
Any
cash
collateral
received
by
the
Fund
in
connection
with
these
loans
may
be
reinvested
in
a
variety
of
short-term
investments.
Any
securities
collateral
received
by
the
Fund
in
connection
with
these
loans
may
not
be
sold
or
pledged
by
the
Fund
and,
accordingly,
are
not
reflected
in
the
Fund’s
assets
and
liabilities.
The
Funds
may
incur
fees
and
expenses
in
connection
with
the
reinvestment
of
cash
collateral.
For
security
loans
collateralized
by
cash,
borrowers
may
be
entitled
to
receive
a
fee
based
on
the
amount
of
collateral.
The
Funds
are
typically
compensated
by
the
difference
between
the
amount
earned
on
the
reinvestment
of
cash
collateral
and
any
fees
paid
to
the
borrow-
er.
Although
voting
and
other
rights
attendant
to
securities
loaned
pass
to
the
borrower,
such
loans
may
be
recalled
so
that
the
securities
may
be
voted
on
by
the
Fund
if
a
material
event
affecting
the
Fund’s
investment
in
the
securities
on
loan
is
to
occur.
Se-
curity
loans
are
subject
to
termination
by
the
Fund
or
the
borrower
at
any
time.
Not
all
Funds
may
participate
in
securities
lending
at
any
given
time.
No
securities
loan
shall
be
made
on
behalf
of
a
Fund
if,
as
a
result,
the
aggregate
value
of
all
securities
loaned
by
the
particular
Fund
exceeds
one-third
of
the
value
of
such
Fund’s
total
assets
(including
the
value
of
the
collateral
received). 
Securities
lending
involves
exposure
to
certain
risks,
including
“gap”
risk
(i.e.,
the
risk
of
a
mismatch
between
the
return
on
cash
collateral
reinvestments
and
any
fees
a
Fund
has
agreed
to
pay
a
borrower),
operational
risk
(i.e.,
the
risk
of
losses
resulting
from
problems
in
the
settlement
and
the
accounting
process),
legal,
counterparty
and
credit
risk.
If
a
securities
lending
counterparty
were
to
default,
a
Fund
would
be
subject
to
the
risk
of
a
possible
delay
in
receiving
collateral
or
in
recovering
the
loaned
securities,
or
to
a
possible
loss
of
rights
in
the
collateral.
In
the
event
a
borrower
does
not
return
a
Fund’s
securities
as
agreed,
the
Fund
may
experience
losses
if
the
proceeds
received
from
liquidating
the
collateral
do
not
at
least
equal
the
value
of
the
loaned
security
at
the
time
the
collateral
is
liquidated,
plus
the
transaction
costs
incurred
in
purchasing
replacement
securities.
This
event
could
trigger
adverse
tax
consequences
for
a
Fund.
The
investment
of
cash
collateral
deposited
by
the
borrower
is
subject
to
inherent
market
risks
such
as
interest
rate
risk,
credit
risk,
liquidity
risk,
and
other
risks
that
are
present
in
the
market.
A
Fund
could
lose
money
if
its
short-term
reinvestment
of
the
collateral
declines
in
value
over
the
period
of
the
loan.
The
market
value
of
the
loaned
securities
is
determined
at
the
close
of
each
business
day
of
the
Fund
and
any
additional
required
collateral
is
delivered
to
the
Fund,
or
excess
collateral
returned
by
the
Fund,
on
the
next
business
day.
Accounting
for
Derivatives
Instruments 
In
seeking
to
achieve
the
investment
objectives
of
the Funds,
the
Advisor
uses
a
passive
or
mathematical
approach
to
investing.
Using
this
approach,
the
Advisor
determines
the
type,
quantity
and
mix
of
investment
positions,
including
derivative
positions,
that
a
Fund
should
hold
to
approximate,
on
a
daily
basis,
the
corresponding
performance,
inverse,
multiple,
or
inverse
multiple
of
the
performance
of
its
index
or
benchmark,
as
appropriate,
based
upon
each
Fund’s
investment
objective.
In
connection
with
its
management
of
certain
series
of
the
Trust
included
in
this
report
(Ultra
Communication
Services, Ultra
Consumer
Discretionary, Ultra
Consumer
Staples, Ultra
Energy, Ultra
Financials, Ultra
Health
Care, Ultra
Industrials, Ultra
Materials, Ultra
Nasdaq
Biotechnology, Ultra
Nasdaq
Cloud
Computing, Ultra
Nasdaq
Cybersecurity, Ultra
QQQ
Top
30, Ultra
Real
Estate, Ultra
Russell2000, Ultra
S&P
500
Equal
Weight, Ultra
Semiconductors, Ultra
SmallCap600, Ultra
Technology, Ul-
tra
QQQ
Mega
ETF, Ultra
Utilities, UltraPro
Dow30
SM
, UltraPro
MidCap400, UltraPro
QQQ
®
, UltraPro
Russell2000, UltraPro
S&P500
®
, UltraPro
Short
20+
Year
Treasury, UltraPro
Short
Dow30
SM
, UltraPro
Short
MidCap400, UltraPro
Short
QQQ
®
, Ultra-
Pro
Short
Russell2000, UltraPro
Short
S&P500
®
, UltraShort
7-10
Year
Treasury, UltraShort
20+
Year
Treasury, UltraShort
Con-
sumer
Discretionary, UltraShort
Consumer
Staples, UltraShort
Dow30
SM
, UltraShort
Energy, UltraShort
Financials, UltraShort
Health
Care, UltraShort
Industrials, UltraShort
Materials, UltraShort
MidCap400, UltraShort
Nasdaq
Biotechnology, UltraShort
QQQ
®
, UltraShort
Real
Estate, UltraShort
Russell2000, UltraShort
S&P500
®
, UltraShort
Semiconductors, UltraShort
Small-
Cap600, UltraShort
Technology, UltraShort
QQQ
Mega,
and UltraShort
Utilities
(the
"Commodity
Pools")),
the
Advisor
has
reg-
istered
as
a
commodity
pool
operator
(a
"CPO")
and
the
Commodity
Pools
are
commodity
pools
under
the
Commodity
Exchange
Act
(the
"CEA").
Accordingly,
the
Advisor
is
subject
to
registration
and
regulation
as
a
CPO
under
the
CEA,
and
must
comply
with
various
regulatory
requirements
under
the
CEA
and
the
rules
and
regulations
of
the
Commodity
Futures
Trading
Commission
("CFTC")
and
the
National
Futures
Association
("NFA"),
including
investor
protection
requirements,
antifraud
provisions,
disclo-
364
::
MAY
31,
2026
::
NOTES
TO
FINANCIAL
STATEMENTS
PROSHARES
TRUST
sure
requirements
and
reporting
and
record
keeping
requirements.
The
Advisor
is
also
subject
to
periodic
inspections
and
audits
by
the
CFTC
and
NFA.
Compliance
with
these
regulatory
requirements
could
adversely
affect
the
Commodity
Pools'
total
return.
In
this
regard,
any
further
amendment
to
the
CEA
or
its
related
regulations
that
subject
the
Advisor
or
the
Commodity
Pools
to
additional
regulation
may
have
adverse
impacts
on
the
Commodity
Pools'
operations
and
expenses.
All
open
derivative
positions
at
period
end
are
reflected
on
each
respective
Fund’s
Schedule
of
Portfolio
Investments.
Certain
Funds
utilized
a
varying
level
of
derivative
instruments
in
conjunction
with
investment
securities
in
seeking
to
meet
their
invest-
ment
objective
during
the
period.
While
the
volume
of
open
positions
may
vary
on
a
daily
basis
as
each
Fund
transacts
derivative
contracts
in
order
to
achieve
the
appropriate
exposure
to
meet
its
investment
objective,
with
the
exception
of
the
Funds
listed
below
,
the
volume
of
these
open
positions
relative
to
the
net
assets
of
each
respective
Fund
at
the
date
of
this
report
is
generally
representative
of
open
positions
throughout
the
reporting
period. 
For
financial
reporting
purposes,
the
Trust
can
offset
financial
assets
and
financial
liabilities
that
are
subject
to
master
netting
arrangements
or
similar
agreements
in
the
Statement
of
Assets
and
Liabilities.
Funds
holding
forward
currency
contracts
and/
or
non-exchange
traded
swap
agreements
present
the
gross
amounts
of
these
assets
and
liabilities
on
their
Schedule
of
Portfolio
Investments.
Following
is
a
description
of
the
Funds’
use
of
derivative
instruments,
the
types
of
derivatives
utilized
by
the
Funds
during
the
reporting
period,
as
well
as
the
primary
underlying
risk
exposures
related
to
each
instrument
type. 
Futures
Contracts
Each
Fund
may
purchase
or
sell
futures
contracts
as
a
substitute
for
a
comparable
market
position
in
the
underlying
securities
or
to
satisfy
regulatory
requirements.
A
physical-settlement
futures
contract
generally
obligates
the
seller
to
deliver
(and
the
purchaser
to
take
delivery
of)
the
specified
asset
on
the
expiration
date
of
the
contract.
A
cash-settled
futures
contract
obligates
the
seller
to
deliver
(and
the
purchaser
to
accept)
an
amount
of
cash
equal
to
a
specific
dollar
amount
(the
contract
multiplier)
multiplied
by
the
difference
between
the
final
settlement
price
of
a
specific
futures
contract
and
the
price
at
which
the
agreement
is
made.
No
physical
delivery
of
the
underlying
asset
is
made.
The
Funds
generally
engage
in
closing
or
offsetting
transactions
before
final
settlement
of
a
futures
contract,
wherein
a
second
identical
futures
contract
is
sold
to
offset
a
long
position
(or
bought
to
offset
a
short
position).
In
such
cases,
the
obligation
is
to
deliver
(or
take
delivery
of)
cash
equal
to
a
specific
dollar
amount
(the
contract
multiplier)
multiplied
by
the
difference
between
the
price
of
the
offsetting
transaction
and
the
price
at
which
the
original
contract
was
entered
into.
If
the
original
position
en-
tered
into
is
a
long
position
(futures
contract
purchased)
there
will
be
a
gain
(loss)
if
the
offsetting
sell
transaction
is
carried
out
at
a
higher
(lower)
price,
inclusive
of
commissions.
If
the
original
position
entered
into
is
a
short
position
(futures
contract
sold)
there
will
be
a
gain
(loss)
if
the
offsetting
buy
transaction
is
carried
out
at
a
lower
(higher)
price,
inclusive
of
commissions.
Whether
a
Fund
realizes
a
gain
or
loss
from
futures
activities
depends
generally
upon
movements
in
the
underlying
security
or
index.
The
extent
of
the
Fund’s
loss
from
an
unhedged
short
position
in
futures
contracts
is
potentially
unlimited.
Each
Fund
will
engage
in
transactions
in
futures
contracts
that
are
traded
on
a
U.S.
exchange
or
board
of
trade
or
that
have
been
approved
for
sale
in
the
U.S.
by
the
CFTC.
Upon
entering
into
a
futures
contract,
each
Fund
will
be
required
to
deposit
with
the
broker
an
amount
of
cash
or
cash
equiva-
lents
in
the
range
of
approximately
5%
to
10%
of
the
contract
amount
for
equity,
index
futures
and
in
the
range
of
approximately
1%
to
3%
of
the
contract
amount
for
bond
futures
(these
amounts
are
subject
to
change
by
the
exchange
on
which
the
contract
is
traded).
This
amount,
known
as
“initial
margin,”
is
in
the
nature
of
a
performance
bond
or
good
faith
deposit
on
the
contract
and
is
returned
to
the
Fund
upon
termination
of
the
futures
contract,
assuming
all
contractual
obligations
have
been
satisfied.
Subsequent
payments,
known
as
“variation
margin,”
to
and
from
the
broker
will
be
made
as
the
price
of
the
security
or
index
underlying
the
futures
contract
fluctuates,
making
the
long
and
short
positions
in
the
futures
contract
more
or
less
valuable,
a
Average
quarterly
exposure
to
derivatives
(notional
amounts
in
comparison
to
net
assets)
Ultra
Consumer
Staples
................................................................
130%
Ultra
QQQ
®
..........................................................................
126%
Ultra
Russell2000
.....................................................................
131%
Ultra
S&P
500
Equal
Weight
.............................................................
136%
Ultra
Semiconductors
..................................................................
152%
Ultra
Technology
......................................................................
130%
UltraPro
QQQ
®
.......................................................................
247%
UltraPro
Russell2000
...................................................................
247%
UltraPro
S&P500
®
.....................................................................
243%
NOTES
TO
FINANCIAL
STATEMENTS
::
MAY
31,
2026
::
365
PROSHARES
TRUST
process
known
as
“marking-to-market.”
Net
income
and
net
fees
related
to
cash
collateral
deposited
with
the
broker
are
reflected
on
the Statements
of
Operations
as
“Interest”
or
“Futures
Commission
Merchant
fees”,
respectively.
At
any
time
prior
to
expira-
tion
of
a
futures
contract,
a
Fund
may
elect
to
close
its
position
by
taking
an
opposite
position,
which
will
operate
to
terminate
the
Fund’s
existing
position
in
the
contract.
The
primary
risks
associated
with
the
use
of
futures
contracts
are
imperfect
correlation
between
movements
in
the
price
of
the
futures
contract and
the
market
value
of
the
underlying
assets,
and
the
possibility
of
an
illiquid
market
for
a
futures
contract.
Al-
though
each
Fund
intends
to
sell
futures
contracts
only
if
there
is
an
active
market
for
such
contracts,
no
assurance
can
be
given
that
a
liquid
market
will
exist
for
any
particular
contract
at
any
particular
time.
Many
futures
exchanges
and
boards
of
trade
limit
the
amount
of
fluctuation
permitted
in
futures
contract
prices
during
a
single
trading
day.
Once
the
daily
limit
has
been
reached
in
a
particular
contract,
no
trades
may
be
made
that
day
at
a
price
beyond
that
limit,
or
trading
may
be
suspended
for
specified
pe-
riods
during
the
day.
Futures
contract
prices
could
move
to
the
limit
for
several
consecutive
trading
days
with
little
or
no
trading,
thereby
preventing
prompt
liquidation
of
futures
positions
and
potentially
subjecting
a
Fund
to
substantial
losses.
If
trading
is
not
possible,
or
if
a
Fund
determines
not
to
close
a
futures
position
in
anticipation
of
adverse
price
movements,
the
Fund
will
be
required
to
make
daily
cash
payments
of
variation
margin.
The
risk
that
the
Fund
will
be
unable
to
close
out
a
futures
position
will
be
minimized
by
entering
into
such
transactions
on
a
national
exchange
with
an
active
and
liquid
secondary
market.
In
addition,
although
the
counterparty
to
a
futures
contract
is
often
a
clearing
organization,
backed
by
a
group
of
financial
institutions,
there
may
be
instances
in
which
the
counterparty
could
fail
to
perform
its
obligations,
causing
significant
losses
to
a
Fund. 
Forward
Currency
Contracts 
Each
Fund
may
invest
in
forward
currency
contracts
for
investment
or
risk
management
purposes.
A
forward
currency
contract
is
an
obligation
to
buy
or
sell
a
specific
currency
at
a
future
date,
which
may
be
any
fixed
number
of
days
from
the
date
of
the
contract
agreed
upon
by
the
parties,
at
a
price
set
at
the
time
of
the
contract.
These
contracts
are
entered
into
on
the
interbank
market
conducted
directly
between
currency
traders
(usually
large
commercial
banks)
and
their
customers. 
At
or
before
the
maturity
of
a
forward
currency
contract,
a
Fund
may
either
sell
a
portfolio
security
and
make
delivery
of
the
cur-
rency,
or
retain
the
security
and
terminate
its
contractual
obligation
to
deliver
the
currency
by
buying
an
“offsetting”
contract
obligating
it
to
buy,
on
the
same
maturity
date,
the
same
amount
of
the
currency.
If
the
Fund
engages
in
an
offsetting
transaction,
it
may
later
enter
into
a
new
forward
currency
contract
to
sell
the
currency.
If
a
Fund
engages
in
offsetting
transactions,
the
Fund
will
incur
a
gain
or
loss,
to
the
extent
that
there
has
been
movement
in
for-
ward
currency
contract
prices.
If
forward
prices
go
down
during
the
period
between
the
date
a
Fund
enters
into
a
forward
currency
contract
for
the
sale
of
a
currency
and
the
date
it
enters
into
an
offsetting
contract
for
the
purchase
of
the
currency,
the
Fund
will
realize
a
gain
to
the
extent
that
the
price
of
the
currency
it
has
agreed
to
sell
exceeds
the
price
of
the
currency
it
has
agreed
to
buy.
If
forward
prices
go
up,
the
Fund
will
suffer
a
loss
to
the
extent
the
price
of
the
currency
it
has
agreed
to
buy
exceeds
the
price
of
the
currency
it
has
agreed
to
sell.
Non-deliverable
forward
foreign
currency
exchange
contracts
are
settled
with
the
counterparty
in
U.S.
dollars
without
the
delivery
of
foreign
currency.
Swap
Agreements 
Each
Fund
may
enter
into
swap
agreements
to
gain
exposure
to
an
underlying
asset
without
actually
purchasing
such
asset
(or
shorting
such
asset),
or
to
hedge
a
position,
including
in
circumstances
in
which
direct
investment
is
restricted
for
legal
reasons
or
is
otherwise
impracticable.
Swap
agreements
are
two-party
contracts
entered
into
primarily
by
institutional
investors
for
pe-
riods
ranging
from
a
day
to
more
than
one
year.
In
a
standard
“swap”
transaction,
two
parties
agree
to
exchange
the
return
(or
differentials
in
rates
of
return)
earned
or
realized
on
a
particular
pre-determined
investment
or
instrument.
The
gross
return
to
be
exchanged
or
“swapped”
between
the
parties
is
calculated
with
respect
to
a
“notional
amount,”
e.g.,
the
return
on
or
change
in
value
of
a
particular
dollar
amount
invested
in
a
“basket”
of
securities
or
an
ETF
representing
a
particular
index
or
group
of
securities.
Most
swap
agreements
entered
into
by
a
Fund
calculate
and
settle
the
obligations
of
the
parties
to
the
agreement
on
a
“net
basis”
with
a
single
payment.
Consequently,
a
Fund’s
current
obligations
(or
rights)
under
a
swap
agreement
will
generally
be
equal
only
to
the
net
amount
to
be
paid
or
received
under
the
agreement
based
on
the
relative
values
of
the
positions
held
by
each
party
to
the
agreement
(the
“net
amount”).
When
investing
in
swap
agreements,
the
Funds
may
hold
or
gain
exposure
to
only
a
representative
sample
of
the
securities
in
an
index,
or
to
a
component
of
the
index.
On
a
typical
long
swap,
the
counterparty
will
generally
agree
to
pay
the
Fund
the
amount,
if
any,
by
which
the
notional
amount
of
the
swap
agreement
would
have
increased
in
value
had
it
been
invested
in
the
particular
underlying
assets
(e.g.,
an
ETF,
or
securi-
ties
comprising
an
index),
plus
any
dividends
or
interest
that
would
have
been
received
on
those
assets.
The
Fund
will
agree
to
pay
366
::
MAY
31,
2026
::
NOTES
TO
FINANCIAL
STATEMENTS
PROSHARES
TRUST
to
the
counterparty
a
floating
rate
of
interest
on
the
notional
amount
of
the
swap
agreement
plus
the
amount,
if
any,
by
which
the
notional
amount
would
have
decreased
in
value
had
it
been
invested
in
such
assets
plus,
in
certain
circumstances,
commissions
or
trading
spreads
on
the
notional
amount.
Therefore,
the
return
to
the
Fund
on
a
long
swap
should
be
the
gain
or
loss
on
the
notional
amount
plus
dividends
or
interest
on
the
assets
less
the
interest
paid
by
the
Fund
on
the
notional
amount.
As
a
trading
technique,
the
Advisor
may
substitute
physical
securities
with
a
swap
agreement
having
investment
characteristics
substantially
similar
to
the
underlying
securities.
Some
Funds
may
also
enter
into
swap
agreements
that
provide
the
opposite
return
of
their
index
or
a
security.
These
swaps
are
similar
to
the
long
swaps
disclosed
above
except
that
the
counterparty
pays
interest
to
each
Fund
on
the
notional
amount
out-
standing
and
that
dividends
or
interest
on
the
underlying
instruments
reduce
the
value
of
the
swap.
In
addition,
in
certain
in-
stances,
each
Fund
will
agree
to
pay
to
the
counterparty
commissions
or
trading
spreads
on
the
notional
amount.
These
amounts
are
netted
with
any
unrealized
gain
or
loss
to
determine
the
value
of
the
swap.
A
Fund’s
current
obligations
under
most
swap
agreements
(total
return
swaps,
equity/index
swaps,
interest
rate
swaps)
will
be
accrued
daily
(offset
against
any
amounts
owed
to
the
Fund)
and
any
accrued
but
unpaid
net
amounts
owed
to
a
swap
counter-
party
will
be
covered
by
segregating
or
earmarking
cash
and/or
securities
determined
to
be
liquid,
but
typically
no
payments
will
be
made
until
the
settlement
date.
Interest
income
related
to
segregated
cash
is
reflected
on
the
 Statements
of
Operations
as
“Interest.”
A
Fund
will
not
enter
into
non-exchange
traded
swap
agreements
(i.e.,
not
cleared
by
a
central
counterparty)
unless
the
Advisor
believes
that
the
counterparty
to
the
transaction
is
creditworthy.
The
counterparty
to
a
non-exchange
traded
swap
agreement
will
typically
be
a
major
global
financial
institution.
A
Fund
bears
the
risk
of
loss
of
the
amount
expected
to
be
received
under
a
swap
agreement
in
the
event
of
the
default
or
bankruptcy
of
a
swap
agreement
counterparty.
If
such
a
default
occurs,
a
Fund
will
have
contractual
remedies
pursuant
to
the
swap
agreements,
but
such
remedies
may
be
subject
to
bankruptcy
and
insolvency
laws
that
could
affect
the
Fund’s
rights
as
a
creditor.
In
the
normal
course
of
business,
a
Fund
enters
into
International
Swaps
and
Derivatives
Association
(“ISDA”)
agreements
with
certain
counterparties
for
derivative
transactions.
These
agreements
contain,
among
other
conditions,
events
of
default
and
ter-
mination
events,
and
various
covenants
and
representations.
Certain
of
the
Fund’s
ISDA
agreements
contain
provisions
that
re-
quire
the
Fund
to
maintain
a
pre-determined
level
of
net
assets,
and/or
provide
limits
regarding
the
decline
of
the
Fund’s
NAV
over
specific
periods
of
time,
which
may
or
may
not
be
exclusive
of
redemptions.
If
the
Fund
were
to
trigger
such
provisions
and
have
open
derivative
positions
at
that
time,
counterparties
to
the
ISDA
agreements
could
elect
to
terminate
such
ISDA
agreements
and
request
immediate
payment
in
an
amount
equal
to
the
net
liability
positions,
if
any,
under
the
relevant
ISDA
agreement.
Pursuant
to
the
terms
of
its
ISDA
agreements,
the
Fund
will
have
already
collateralized
its
liability
under
such
agreements,
in
some
cases
only
in
excess
of
certain
threshold
amounts.
The
Funds
seek
to
mitigate
risks
by
generally
requiring
that
the
counterparties
for
each
Fund
agree
to
post
collateral
for
the
benefit
of
the
Fund,
marked
to
market
daily,
in
an
amount
approximately
equal
to
what
the
counterparty
owes
the
Fund,
subject
to
certain
minimum
thresholds,
although
the
Funds
may
not
always
be
successful.
To
the
extent
any
such
collateral
is
insufficient
or
there
are
delays
in
accessing
the
collateral,
the
Funds
will
be
exposed
to
risks,
includ-
ing
possible
delays
in
recovering
amounts
as
a
result
of
bankruptcy
proceedings.
The
use
of
swaps
is
a
highly
specialized
activity
which
involves
investment
techniques
and
risks
in
addition
to,
and
in
some
cases
different
from,
those
associated
with
ordinary
portfolio
securities
transactions.
The
primary
risks
associated
with
the
use
of
swap
agreements
are
mispricing
or
improper
valuation,
imperfect
correlation
between
movements
in
the
notional
amount
and
the
price
of
the
underlying
investments,
and
the
inability
of
counterparties
or
clearing
organizations
to
perform.
A
Fund
may
use
a
combination
of
swaps
on
an
underlying
index
and
swaps
on
an
ETF
that
is
designed
to
track
the
performance
of
that
index,
or
it
may
solely
use
swaps
on
an
ETF
to
achieve
its
desired
investment
exposure.
The
performance
of
an
ETF
may
not
track
the
performance
of
its
underlying
index
due
to
embedded
costs
and
other
factors.
Thus,
to
the
extent
a
Fund
invests
in
swaps
that
use
an
ETF
as
the
reference
asset,
that
Fund
may
be
subject
to
greater
correlation
risk
and
may
not
achieve
as
high
a
degree
of
correlation
with
its
index
as
it
would
if
the
Fund
used
only
swaps
on
the
underlying
index.
The
Advisor,
under
supervision
from
the
Board,
is
responsible
for
determining
and
monitoring
the
liquidity
of
the
Funds’
transactions
in
swap
agreements.
All
of
the
outstanding
swap
agreements
held
by
the
Funds
on
May
31,
2026
contractually
terminate
within 23 months
but
may
be
terminated
without
penalty
by
either
party
daily.
Upon
termination,
the
Fund
is
entitled
to
receive
or
pay
the
“unrealized
appreci-
ation
or
depreciation”
amount
existing
at
the
date
of
termination.
The
Financial
Accounting
Standards
Board,
pursuant
to
Accounting
Standards
Codification
815-10
(“ASC
815-10”),
requires
com-
panies
(including
the
Trust)
to
disclose
information
intended
to
enable
financial
statement
users
to
understand
how
derivative
instruments
affect
the
Statements
of
Assets
and
Liabilities
as
well
as
the
effect
of
derivative
instruments
on
the
Statements
of
Operations
during
the
reporting
period,
in
the
context
of
each
entity’s
risk
exposure.
ASC
815-10
provides
examples
of
risk
expo-
sure,
including
interest
rate,
foreign
exchange,
equity
and
credit.
NOTES
TO
FINANCIAL
STATEMENTS
::
MAY
31,
2026
::
367
PROSHARES
TRUST
The
following
tables
indicate
the
location
of
derivative-related
items
on
the
Statements
of
Assets
and
Liabilities
as
well
as
the
effect
of
derivative
instruments
on
the
Statements
of
Operations
during
the
reporting
period. 
Fair
Value
of
Derivative
Instruments
as
of
May
31,
2026
A
                      Asset
Derivatives                                                                                
Liabilities
Derivatives
A
Derivatives
not
accounted
for
as
hedging
instruments
under
ASC
815
A
Statements
of
Assets
and
Liabilities
Location
A
Fund
A
Unrealized
Appreciation*
A
Statements
of
Assets
and
Liabilities
Location
A
Fund
A
Unrealized
Depreciation*
A
Equity
and
Bond
index
futures
contracts/Non-
exchange
traded
swap
agreements
Variation
margin
on
futures
contracts*;
Unrealized
appreciation
on
non-exchange
traded
swap
agreements
Variation
margin
on
futures
contracts*;
Unrealized
depreciation
on
non-exchange
traded
swap
agreements
Short
7-10
Year
Treasury
Short
7-10
Year
Treasury
$
337,052
Short
7-10
Year
Treasury
$
—
Short
20+
Year
Treasury
Short
20+
Year
Treasury
1,095,712
Short
20+
Year
Treasury
35,871
Short
Dow30SM
Short
Dow30
SM
—
Short
Dow30
SM
17,031,034
Short
Financials
Short
Financials
—
Short
Financials
739,932
Short
FTSE
China
50
Short
FTSE
China
50
384,731
Short
FTSE
China
50
172,223
Short
High
Yield
Short
High
Yield
—
Short
High
Yield
2,157,394
Short
MidCap400
Short
MidCap400
—
Short
MidCap400
1,231,856
Short
MSCI
EAFE
Short
MSCI
EAFE
—
Short
MSCI
EAFE
4,353,522
Short
MSCI
Emerging
Markets
Short
MSCI
Emerging
Markets
—
Short
MSCI
Emerging
Markets
5,455,377
Short
QQQ®
Short
QQQ
®
—
Short
QQQ
®
191,542,185
Short
Real
Estate
Short
Real
Estate
—
Short
Real
Estate
880,443
Short
Russell2000
Short
Russell2000
—
Short
Russell2000
43,023,605
Short
S&P500®
Short
S&P500
®
—
Short
S&P500
®
228,737,679
Short
SmallCap600
Short
SmallCap600
—
Short
SmallCap600
861,750
Ultra
7-10
Year
Treasury
Ultra
7-10
Year
Treasury
1,770
Ultra
7-10
Year
Treasury
1,284,406
Ultra
20+
Year
Treasury
Ultra
20+
Year
Treasury
11,655
Ultra
20+
Year
Treasury
4,437,004
Ultra
Communication
Services
Ultra
Communication
Services
853,506
Ultra
Communication
Services
69,135
Ultra
Consumer
Discretionary
Ultra
Consumer
Discretionary
—
Ultra
Consumer
Discretionary
2,446,475
Ultra
Consumer
Staples
Ultra
Consumer
Staples
90,722
Ultra
Consumer
Staples
473,378
Ultra
Copper
K-1
Free
ETF
Ultra
Copper
K-1
Free
ETF
564,755
Ultra
Copper
K-1
Free
ETF
—
Ultra
Dow30SM
Ultra
Dow30
SM
38,316,793
Ultra
Dow30
SM
—
Ultra
Energy
Ultra
Energy
10,807,065
Ultra
Energy
421,503
Ultra
Financials
Ultra
Financials
138,379,471
Ultra
Financials
—
Ultra
FTSE
China
50
Ultra
FTSE
China
50
1,091,939
Ultra
FTSE
China
50
2,660,599
Ultra
FTSE
Europe
Ultra
FTSE
Europe
1,562,057
Ultra
FTSE
Europe
114,078
Ultra
Health
Care
Ultra
Health
Care
279,075
Ultra
Health
Care
7,284,744
Ultra
High
Yield
Ultra
High
Yield
326,915
Ultra
High
Yield
127,535
Ultra
Industrials
Ultra
Industrials
5,391,153
Ultra
Industrials
—
Ultra
Materials
Ultra
Materials
4,506,508
Ultra
Materials
342,574
Ultra
MidCap400
Ultra
MidCap400
14,400,710
Ultra
MidCap400
1,329,068
Ultra
MSCI
Brazil
Capped
Ultra
MSCI
Brazil
Capped
864,226
Ultra
MSCI
Brazil
Capped
294,063
Ultra
MSCI
EAFE
Ultra
MSCI
EAFE
8,382,508
Ultra
MSCI
EAFE
—
Ultra
MSCI
Emerging
Markets
Ultra
MSCI
Emerging
Markets
15,430,665
Ultra
MSCI
Emerging
Markets
275,428
Ultra
MSCI
Japan
Ultra
MSCI
Japan
1,115,638
Ultra
MSCI
Japan
739,994
Ultra
Nasdaq
Biotechnology
Ultra
Nasdaq
Biotechnology
13,525,256
Ultra
Nasdaq
Biotechnology
1,735,352
Ultra
Nasdaq
Cloud
Computing
Ultra
Nasdaq
Cloud
Computing
485,411
Ultra
Nasdaq
Cloud
Computing
110,661
Ultra
Nasdaq
Cybersecurity
Ultra
Nasdaq
Cybersecurity
2,588,160
Ultra
Nasdaq
Cybersecurity
344,867
Ultra
Palladium
K-1
Free
ETF
Ultra
Palladium
K-1
Free
ETF
—
Ultra
Palladium
K-1
Free
ETF
1,135,899
Ultra
Platinum
K-1
Free
ETF
Ultra
Platinum
K-1
Free
ETF
—
Ultra
Platinum
K-1
Free
ETF
758,475
Ultra
QQQ®
Ultra
QQQ
®
3,482,265,506
Ultra
QQQ
®
—
368
::
MAY
31,
2026
::
NOTES
TO
FINANCIAL
STATEMENTS
PROSHARES
TRUST
Fair
Value
of
Derivative
Instruments
as
of
May
31,
2026
A
                      Asset
Derivatives                                                                                
Liabilities
Derivatives
A
Derivatives
not
accounted
for
as
hedging
instruments
under
ASC
815
A
Statements
of
Assets
and
Liabilities
Location
A
Fund
A
Unrealized
Appreciation*
A
Statements
of
Assets
and
Liabilities
Location
A
Fund
A
Unrealized
Depreciation*
A
Equity
and
Bond
index
futures
contracts/Non-
exchange
traded
swap
agreements
Variation
margin
on
futures
contracts*;
Unrealized
appreciation
on
non-exchange
traded
swap
agreements
Variation
margin
on
futures
contracts*;
Unrealized
depreciation
on
non-exchange
traded
swap
agreements
Ultra
QQQ
Mega
Ultra
QQQ
Mega
4,073,316
Ultra
QQQ
Mega
1,342,022
Ultra
QQQ
Top
30
Ultra
QQQ
Top
30
2,429,015
Ultra
QQQ
Top
30
—
Ultra
Real
Estate
Ultra
Real
Estate
1,053,537
Ultra
Real
Estate
986,801
Ultra
Russell2000
Ultra
Russell2000
53,262,269
Ultra
Russell2000
3,568,237
Ultra
S&P500®
Ultra
S&P500
®
1,097,736,306
Ultra
S&P500
®
—
Ultra
S&P
500
Equal
Weight
Ultra
S&P
500
Equal
Weight
4,425,981
Ultra
S&P
500
Equal
Weight
—
Ultra
Semiconductors
Ultra
Semiconductors
1,125,735,807
Ultra
Semiconductors
—
Ultra
SmallCap600
Ultra
SmallCap600
2,579,419
Ultra
SmallCap600
47,900
Ultra
Technology
Ultra
Technology
488,282,636
Ultra
Technology
7,466,006
Ultra
Utilities
Ultra
Utilities
2,032,443
Ultra
Utilities
147,430
UltraPro
Dow30SM
UltraPro
Dow30
SM
110,582,678
UltraPro
Dow30
SM
—
UltraPro
MidCap400
UltraPro
MidCap400
7,947,519
UltraPro
MidCap400
—
UltraPro
QQQ®
UltraPro
QQQ
®
14,694,173,616
UltraPro
QQQ
®
—
UltraPro
Russell2000
UltraPro
Russell2000
86,646,039
UltraPro
Russell2000
—
UltraPro
S&P500®
UltraPro
S&P500
®
1,315,749,776
UltraPro
S&P500
®
—
UltraPro
Short
20+
Year
Treasury
UltraPro
Short
20+
Year
Treasury
1,556,517
UltraPro
Short
20+
Year
Treasury
2,883
UltraPro
Short
Dow30SM
UltraPro
Short
Dow30
SM
—
UltraPro
Short
Dow30
SM
70,152,311
UltraPro
Short
MidCap400
UltraPro
Short
MidCap400
—
UltraPro
Short
MidCap400
844,571
UltraPro
Short
QQQ®
UltraPro
Short
QQQ
®
—
UltraPro
Short
QQQ
®
2,303,532,425
UltraPro
Short
Russell2000
UltraPro
Short
Russell2000
—
UltraPro
Short
Russell2000
54,331,894
UltraPro
Short
S&P500®
UltraPro
Short
S&P500
®
—
UltraPro
Short
S&P500
®
219,094,320
UltraShort
7-10
Year
Treasury
UltraShort
7-10
Year
Treasury
304,537
UltraShort
7-10
Year
Treasury
990
UltraShort
20+
Year
Treasury
UltraShort
20+
Year
Treasury
9,459,611
UltraShort
20+
Year
Treasury
79,270
UltraShort
Consumer
Discretionary
UltraShort
Consumer
Discretionary
—
UltraShort
Consumer
Discretionary
994,553
UltraShort
Consumer
Staples
UltraShort
Consumer
Staples
244,142
UltraShort
Consumer
Staples
—
UltraShort
Dow30SM
UltraShort
Dow30
SM
300,540
UltraShort
Dow30
SM
13,910,340
UltraShort
Energy
UltraShort
Energy
618,006
UltraShort
Energy
6,139,064
UltraShort
Financials
UltraShort
Financials
29,700
UltraShort
Financials
1,759,288
UltraShort
FTSE
China
50
UltraShort
FTSE
China
50
876,435
UltraShort
FTSE
China
50
381,730
UltraShort
FTSE
Europe
UltraShort
FTSE
Europe
—
UltraShort
FTSE
Europe
7,606,953
UltraShort
Health
Care
UltraShort
Health
Care
77,720
UltraShort
Health
Care
154,666
UltraShort
Industrials
UltraShort
Industrials
42,686
UltraShort
Industrials
745,742
UltraShort
Materials
UltraShort
Materials
—
UltraShort
Materials
479,192
UltraShort
MidCap400
UltraShort
MidCap400
—
UltraShort
MidCap400
417,446
UltraShort
MSCI
Brazil
Capped
UltraShort
MSCI
Brazil
Capped
—
UltraShort
MSCI
Brazil
Capped
3,886,269
UltraShort
MSCI
EAFE
UltraShort
MSCI
EAFE
—
UltraShort
MSCI
EAFE
791,999
UltraShort
MSCI
Emerging
Markets
UltraShort
MSCI
Emerging
Markets
—
UltraShort
MSCI
Emerging
Markets
5,656,127
UltraShort
MSCI
Japan
UltraShort
MSCI
Japan
—
UltraShort
MSCI
Japan
3,282,484
UltraShort
Nasdaq
Biotechnology
UltraShort
Nasdaq
Biotechnology
—
UltraShort
Nasdaq
Biotechnology
1,099,672
UltraShort
QQQ®
UltraShort
QQQ
®
—
UltraShort
QQQ
®
160,101,907
UltraShort
QQQ
Mega
UltraShort
QQQ
Mega
—
UltraShort
QQQ
Mega
711,629
UltraShort
Real
Estate
UltraShort
Real
Estate
88,052
UltraShort
Real
Estate
2,609,841
NOTES
TO
FINANCIAL
STATEMENTS
::
MAY
31,
2026
::
369
PROSHARES
TRUST
Fair
Value
of
Derivative
Instruments
as
of
May
31,
2026
A
                      Asset
Derivatives                                                                                
Liabilities
Derivatives
A
Derivatives
not
accounted
for
as
hedging
instruments
under
ASC
815
A
Statements
of
Assets
and
Liabilities
Location
A
Fund
A
Unrealized
Appreciation*
A
Statements
of
Assets
and
Liabilities
Location
A
Fund
A
Unrealized
Depreciation*
A
Equity
and
Bond
index
futures
contracts/Non-
exchange
traded
swap
agreements
Variation
margin
on
futures
contracts*;
Unrealized
appreciation
on
non-exchange
traded
swap
agreements
Variation
margin
on
futures
contracts*;
Unrealized
depreciation
on
non-exchange
traded
swap
agreements
UltraShort
Russell2000
UltraShort
Russell2000
—
UltraShort
Russell2000
23,371,370
UltraShort
S&P500®
UltraShort
S&P500
®
—
UltraShort
S&P500
®
181,084,917
UltraShort
Semiconductors
UltraShort
Semiconductors
—
UltraShort
Semiconductors
24,025,007
UltraShort
SmallCap600
UltraShort
SmallCap600
—
UltraShort
SmallCap600
983,012
UltraShort
Technology
UltraShort
Technology
—
UltraShort
Technology
4,508,269
UltraShort
Utilities
UltraShort
Utilities
101,931
UltraShort
Utilities
626,859
*
Includes
cumulative
appreciation
(depreciation)
of
futures
contracts
as
reported
in
the
Schedule
of
Portfolio
Investments.
For
these
securities,
only
the
variation
margin
is
reported
within
the
asset
and
liability
sections
of
the
Statements
of
Assets
and
Liabilities.
The
Effect
of
Derivative
Instruments
on
the
Statements
of
Operations
for
the
Period
Ended
May
31,
2026
A
Derivatives
not
accounted
for
as
hedging
instruments
under
ASC
815
A
Location
of
Gain
or
(Loss)
on
Derivatives
on
the
Statements
of
Operations
A
Fund
A
Realized
Gain
or
(Loss)
on
Derivatives
A
Change
in
Unrealized
Appreciation
or
(Depreciation)
on
Derivatives
A
Equity
and
Bond
index
futures
contracts/Non-
exchange
traded
swap
agreements
Net
realized
gain
(loss)
on
Expiration
or
closing
of:
futures
contracts
and
non-exchange
traded
swap
agreements;
Change
in
net
unrealized
appreciation
(depreciation)
on:
Futures
contracts
and
Non-exchange
traded
swap
agreements
Short
7-10
Year
Treasury
Short
7-10
Year
Treasury
$
(245,436
)
$
124,897
Short
20+
Year
Treasury
Short
20+
Year
Treasury
80,165
(1,960,062
)
Short
Dow30SM
Short
Dow30
SM
(7,500,612
)
(14,625,726
)
Short
Financials
Short
Financials
(1,905,449
)
1,335,261
Short
FTSE
China
50
Short
FTSE
China
50
(823,427
)
686,365
Short
High
Yield
Short
High
Yield
(6,172,346
)
1,882,511
Short
MidCap400
Short
MidCap400
(41,358
)
(834,551
)
Short
MSCI
EAFE
Short
MSCI
EAFE
(162,139
)
(2,805,218
)
Short
MSCI
Emerging
Markets
Short
MSCI
Emerging
Markets
(516,782
)
(4,729,148
)
Short
QQQ®
Short
QQQ
®
(160,207,280
)
(57,115,871
)
Short
Real
Estate
Short
Real
Estate
(286,465
)
(464,970
)
Short
Russell2000
Short
Russell2000
(20,693,777
)
(35,397,700
)
Short
S&P500®
Short
S&P500
®
(161,298,232
)
(113,834,684
)
Short
SmallCap600
Short
SmallCap600
(678,750
)
(728,578
)
Ultra
7-10
Year
Treasury
Ultra
7-10
Year
Treasury
(680,333
)
(369,376
)
Ultra
20+
Year
Treasury
Ultra
20+
Year
Treasury
(9,821,905
)
10,139,903
Ultra
Communication
Services
Ultra
Communication
Services
(392,989
)
1,800,813
Ultra
Consumer
Discretionary
Ultra
Consumer
Discretionary
—
1,057,803
Ultra
Consumer
Staples
Ultra
Consumer
Staples
—
(303,209
)
Ultra
Copper
K-1
Free
ETF
Ultra
Copper
K-1
Free
ETF
(a)
—
564,755
Ultra
Dow30SM
Ultra
Dow30
SM
58,007,784
27,156,801
Ultra
Energy
Ultra
Energy
11,637,591
17,366,605
370
::
MAY
31,
2026
::
NOTES
TO
FINANCIAL
STATEMENTS
PROSHARES
TRUST
The
Effect
of
Derivative
Instruments
on
the
Statements
of
Operations
for
the
Period
Ended
May
31,
2026
A
Derivatives
not
accounted
for
as
hedging
instruments
under
ASC
815
A
Location
of
Gain
or
(Loss)
on
Derivatives
on
the
Statements
of
Operations
A
Fund
A
Realized
Gain
or
(Loss)
on
Derivatives
A
Change
in
Unrealized
Appreciation
or
(Depreciation)
on
Derivatives
A
Equity
and
Bond
index
futures
contracts/Non-
exchange
traded
swap
agreements
Net
realized
gain
(loss)
on
Expiration
or
closing
of:
futures
contracts
and
non-exchange
traded
swap
agreements;
Change
in
net
unrealized
appreciation
(depreciation)
on:
Futures
contracts
and
Non-exchange
traded
swap
agreements
Ultra
Financials
Ultra
Financials
$
(8,732,968
)
$
5,067,035
Ultra
FTSE
China
50
Ultra
FTSE
China
50
688,220
(1,378,462
)
Ultra
FTSE
Europe
Ultra
FTSE
Europe
2,538,801
60,371
Ultra
Health
Care
Ultra
Health
Care
—
5,545,545
Ultra
High
Yield
Ultra
High
Yield
434,108
250,424
Ultra
Industrials
Ultra
Industrials
—
5,049,227
Ultra
Materials
Ultra
Materials
—
5,592,938
Ultra
MidCap400
Ultra
MidCap400
967,757
27,326,032
Ultra
MSCI
Brazil
Capped
Ultra
MSCI
Brazil
Capped
799,988
446,300
Ultra
MSCI
EAFE
Ultra
MSCI
EAFE
171,120
6,378,379
Ultra
MSCI
Emerging
Markets
Ultra
MSCI
Emerging
Markets
8,892,442
14,485,036
Ultra
MSCI
Japan
Ultra
MSCI
Japan
935,454
33,580
Ultra
Nasdaq
Biotechnology
Ultra
Nasdaq
Biotechnology
1,985,362
23,644,544
Ultra
Nasdaq
Cloud
Computing
Ultra
Nasdaq
Cloud
Computing
(34,129
)
858,350
Ultra
Nasdaq
Cybersecurity
Ultra
Nasdaq
Cybersecurity
389,761
1,433,098
Ultra
Palladium
K-1
Free
ETF
Ultra
Palladium
K-1
Free
ETF
(a)
—
(1,135,899
)
Ultra
Platinum
K-1
Free
ETF
Ultra
Platinum
K-1
Free
ETF
(a)
—
(758,475
)
Ultra
QQQ®
Ultra
QQQ
®
983,369,660
3,087,790,278
Ultra
QQQ
Mega
Ultra
QQQ
Mega
(b)
4,196,588
2,731,294
Ultra
QQQ
Top
30
Ultra
QQQ
Top
30
(c)
(11,570
)
2,429,015
Ultra
Real
Estate
Ultra
Real
Estate
—
1,803,850
Ultra
Russell2000
Ultra
Russell2000
12,452,023
91,610,547
Ultra
S&P500®
Ultra
S&P500
®
833,760,222
958,755,395
Ultra
S&P
500
Equal
Weight
Ultra
S&P
500
Equal
Weight
(d)
(319,990
)
4,425,981
Ultra
Semiconductors
Ultra
Semiconductors
582,357,092
1,144,545,717
Ultra
SmallCap600
Ultra
SmallCap600
218,513
6,859,781
Ultra
Technology
Ultra
Technology
64,587,019
483,990,741
Ultra
Utilities
Ultra
Utilities
—
616,605
UltraPro
Dow30SM
UltraPro
Dow30
SM
63,964,634
190,143,629
UltraPro
MidCap400
UltraPro
MidCap400
(313,130
)
11,281,522
UltraPro
QQQ®
UltraPro
QQQ
®
9,177,532,683
13,021,317,229
UltraPro
Russell2000
UltraPro
Russell2000
93,284,825
145,120,299
UltraPro
S&P500®
UltraPro
S&P500
®
1,372,242,404
939,445,629
UltraPro
Short
20+
Year
Treasury
UltraPro
Short
20+
Year
Treasury
1,015,422
(3,565,911
)
UltraPro
Short
Dow30SM
UltraPro
Short
Dow30
SM
(61,598,608
)
(47,045,571
)
UltraPro
Short
MidCap400
UltraPro
Short
MidCap400
(2,452,545
)
693,736
UltraPro
Short
QQQ®
UltraPro
Short
QQQ
®
(2,598,833,272
)
(443,772,540
)
UltraPro
Short
Russell2000
UltraPro
Short
Russell2000
(60,923,529
)
(30,350,484
)
UltraPro
Short
S&P500®
UltraPro
Short
S&P500
®
(339,437,397
)
(29,326,080
)
UltraShort
7-10
Year
Treasury
UltraShort
7-10
Year
Treasury
(769,881
)
457,485
UltraShort
20+
Year
Treasury
UltraShort
20+
Year
Treasury
4,404,078
(19,264,399
)
UltraShort
Consumer
Discretionary
UltraShort
Consumer
Discretionary
(1,801,554
)
262,796
UltraShort
Consumer
Staples
UltraShort
Consumer
Staples
(10,661
)
298,119
NOTES
TO
FINANCIAL
STATEMENTS
::
MAY
31,
2026
::
371
PROSHARES
TRUST
Taxes
and
Distributions
Each
of
the
Funds
intends
to
qualify
or
continue
to
qualify
as
a
regulated
investment
company
and
distribute
substantially
all
of
its
net
investment
income
and
capital
gains
to
shareholders.
Accordingly,
no
provision
for
Federal
income
taxes
is
required
in
the
financial
statements.
As
of
May
31,
2026,
management
of
the
Funds
has
reviewed
all
open
tax
years
and
major
jurisdictions
(the
last
four
tax
year
ends
including
the
interim
tax
periods
since
then,
as
applicable)
and
concluded
that
there
is
no
tax
liability
resulting
from
unrecog-
nized
tax
benefits
relating
to
uncertain
income
tax
positions
taken
or
expected
to
be
taken
in
future
tax
returns.
The
Funds
are
also
not
aware
of
any
tax
positions
for
which
it
is
reasonably
possible
that
the
total
amounts
of
unrecognized
tax
benefits
will
significantly
change
in
the
next
12
months.
Distributions
to
shareholders
from
net
investment
income
and
net
capital
gain,
if
any,
are
declared
and
paid
at
least
annually.
The
amount
of
distributions
from
net
investment
income
and
net
realized
gains
are
determined
in
accordance
with
federal
in-
come
tax
regulations,
which
may
differ
from
GAAP.
These
“book/tax”
differences
are
either
considered
temporary
or
permanent
in
nature.
To
the
extent
these
differences
are
permanent
in
nature,
such
amounts
are
reclassified
within
the
composition
of
net
assets
based
on
their
federal
tax-basis
treatment;
temporary
differences
(e.g.,
wash
sales,
1256
mark-to-market,
constructive
sales
adjustments,
and
qualified
late-year
loss
deferrals)
do
not
require
a
reclassification.
Under
current
law, each
Fund
is permitted
to
The
Effect
of
Derivative
Instruments
on
the
Statements
of
Operations
for
the
Period
Ended
May
31,
2026
A
Derivatives
not
accounted
for
as
hedging
instruments
under
ASC
815
A
Location
of
Gain
or
(Loss)
on
Derivatives
on
the
Statements
of
Operations
A
Fund
A
Realized
Gain
or
(Loss)
on
Derivatives
A
Change
in
Unrealized
Appreciation
or
(Depreciation)
on
Derivatives
A
Equity
and
Bond
index
futures
contracts/Non-
exchange
traded
swap
agreements
Net
realized
gain
(loss)
on
Expiration
or
closing
of:
futures
contracts
and
non-exchange
traded
swap
agreements;
Change
in
net
unrealized
appreciation
(depreciation)
on:
Futures
contracts
and
Non-exchange
traded
swap
agreements
UltraShort
Dow30SM
UltraShort
Dow30
SM
$
(5,844,158
)
$
(12,214,636
)
UltraShort
Energy
UltraShort
Energy
1,058,298
(7,416,643
)
UltraShort
Financials
UltraShort
Financials
(4,321,909
)
3,107,132
UltraShort
FTSE
China
50
UltraShort
FTSE
China
50
(911,998
)
259,170
UltraShort
FTSE
Europe
UltraShort
FTSE
Europe
(3,938,558
)
(2,892,534
)
UltraShort
Health
Care
UltraShort
Health
Care
96,515
(443,881
)
UltraShort
Industrials
UltraShort
Industrials
(633,617
)
(70,002
)
UltraShort
Materials
UltraShort
Materials
(33,096
)
(402,523
)
UltraShort
MidCap400
UltraShort
MidCap400
(416,977
)
(41,059
)
UltraShort
MSCI
Brazil
Capped
UltraShort
MSCI
Brazil
Capped
(887,831
)
(2,770,151
)
UltraShort
MSCI
EAFE
UltraShort
MSCI
EAFE
(273,323
)
(271,937
)
UltraShort
MSCI
Emerging
Markets
UltraShort
MSCI
Emerging
Markets
(1,531,596
)
(5,008,110
)
UltraShort
MSCI
Japan
UltraShort
MSCI
Japan
(854,649
)
(2,329,478
)
UltraShort
Nasdaq
Biotechnology
UltraShort
Nasdaq
Biotechnology
(1,038,921
)
(1,078,589
)
UltraShort
QQQ®
UltraShort
QQQ
®
(130,650,480
)
(69,463,582
)
UltraShort
QQQ
Mega
UltraShort
QQQ
Mega
(b)
(1,129,863
)
(711,629
)
UltraShort
Real
Estate
UltraShort
Real
Estate
(2,218,238
)
(573,957
)
UltraShort
Russell2000
UltraShort
Russell2000
(18,640,706
)
(13,951,914
)
UltraShort
S&P500®
UltraShort
S&P500
®
(135,936,300
)
(89,844,842
)
UltraShort
Semiconductors
UltraShort
Semiconductors
(15,993,285
)
(18,556,571
)
UltraShort
SmallCap600
UltraShort
SmallCap600
(611,886
)
(509,808
)
UltraShort
Technology
UltraShort
Technology
(1,423,696
)
(2,632,656
)
UltraShort
Utilities
UltraShort
Utilities
(212,595
)
(108,104
)
(a)
Commencement
of
investment
operations
from
April
20,
2026
through
May
31,
2026.
(b)
Commencement
of
investment
operations
from
June
10,
2025
through
May
31,
2026.
(c)
Commencement
of
investment
operations
from
August
13,
2025
through
May
31,
2026.  
(d)
Commencement
of
investment
operations
from
August
25,
2025
through
May
31,
2026.    
372
::
MAY
31,
2026
::
NOTES
TO
FINANCIAL
STATEMENTS
PROSHARES
TRUST
treat
on
its
tax
return
as
dividends
paid
the
portion
of
redemption
proceeds
paid
to
redeeming
shareholders
that
represents
the
redeeming
shareholders'
portion
of
the
Fund's
accumulated
earnings
and
profits.
This
practice,
called
tax
“equalization,”
could
reduce
the
amount
of
income
and/or
gains
that
the
Funds
are
required
to
distribute
as
dividends
to
non-redeeming
shareholders.
While
subject
to
management’s
discretion,
any
available
tax
equalization
is
typically
applied
first
to
short-term
capital
gains,
next
to
long-term
capital
gains
and
then
to
ordinary
income.
To
the
extent
distributions
exceed
net
investment
income
and
net
realized
capital
gains
for
tax
purposes,
they
are
reported
as
a
tax
return
of
capital. 
The
Funds’
tax
year
end
is
October
31st
and
the
tax
character
of
current
year
distributions
and
current
components
of
accumulat-
ed
earnings
(deficit)
will
be
determined
at
the
end
of
the
current
tax
year.
Year
Ended
October
31,
2025
A
Year
Ended
October
31,
2024
A
Fund
A
Distributions
paid
from
ordinary
income
A
Distributions
paid
from
net
long-
term
capital
gains
A
Tax
return
of
capital
A
Total
Distributions
A
Distributions
paid
from
ordinary
income
A
Distributions
paid
from
net
long-
term
capital
gains
A
Tax
return
of
capital
A
Total
Distributions
A
Short
7-10
Year
Treasury
$
1,343,250
$
—
$
—
$
1,343,250
$
1,019,609
$
—
$
—
$
1,019,609
Short
20+
Year
Treasury
2,684,406
—
—
2,684,406
4,582,503
—
—
4,582,503
Short
Dow30
SM
......
5,142,934
—
—
5,142,934
8,811,195
—
—
8,811,195
Short
Financials
.....
467,366
—
—
467,366
774,961
—
—
774,961
Short
FTSE
China
50
..
154,655
—
—
154,655
217,082
—
—
217,082
Short
High
Yield
.....
3,260,611
—
—
3,260,611
5,733,337
—
—
5,733,337
Short
MidCap400
....
206,754
—
—
206,754
320,085
—
—
320,085
Short
MSCI
EAFE
....
640,259
—
—
640,259
1,408,095
—
—
1,408,095
Short
MSCI
Emerging
Markets
..........
424,156
—
—
424,156
787,935
—
—
787,935
Short
QQQ
®
........
26,209,501
—
—
26,209,501
40,074,539
—
—
40,074,539
Short
Real
Estate
....
467,172
—
—
467,172
1,181,345
—
—
1,181,345
Short
Russell2000
....
6,196,641
—
—
6,196,641
11,188,992
—
—
11,188,992
Short
S&P500
®
......
45,893,944
—
—
45,893,944
66,963,227
—
—
66,963,227
Short
SmallCap600
...
201,199
—
—
201,199
332,352
—
—
332,352
Ultra
7-10
Year
Treasury
840,323
—
—
840,323
822,858
—
—
822,858
Ultra
20+
Year
Treasury
4,551,604
—
—
4,551,604
3,809,205
—
—
3,809,205
Ultra
Communication
Services
..........
51,565
—
—
51,565
11,477
—
—
11,477
Ultra
Consumer
Discretionary
......
154,164
—
—
154,164
29,742
—
—
29,742
Ultra
Consumer
Staples
170,039
—
—
170,039
121,386
—
—
121,386
Ultra
Dow30
SM
.......
4,212,456
—
—
4,212,456
4,777,878
—
—
4,777,878
Ultra
Energy
........
2,165,355
—
—
2,165,355
2,774,268
—
—
2,774,268
Ultra
Financials
......
9,407,130
—
—
9,407,130
4,029,867
—
—
4,029,867
Ultra
FTSE
China
50
..
540,588
—
—
540,588
297,039
—
—
297,039
Ultra
FTSE
Europe
...
145,580
—
—
145,580
94,305
—
—
94,305
Ultra
Health
Care
....
1,147,857
—
—
1,147,857
829,941
—
—
829,941
Ultra
High
Yield
......
350,858
—
—
350,858
383,052
—
—
383,052
Ultra
Industrials
......
213,045
—
—
213,045
69,082
—
—
69,082
Ultra
Materials
......
481,544
—
—
481,544
336,877
—
—
336,877
Ultra
MidCap400
.....
900,507
—
—
900,507
732,700
—
—
732,700
Ultra
MSCI
Brazil
Capped
..........
82,568
—
—
82,568
135,929
—
—
135,929
Ultra
MSCI
EAFE
.....
290,958
—
—
290,958
182,012
—
—
182,012
Ultra
MSCI
Emerging
Markets
..........
606,692
—
—
606,692
496,781
—
—
496,781
Ultra
MSCI
Japan
....
105,579
—
—
105,579
147,167
—
—
147,167
Ultra
Nasdaq
Biotechnology
.....
985,096
—
—
985,096
732,858
—
—
732,858
Ultra
Nasdaq
Cloud
Computing
........
7,837
—
—
7,837
3,168
—
—
3,168
Ultra
Nasdaq
Cybersecurity
.....
83,085
—
—
83,085
75,258
—
—
75,258
Ultra
QQQ
®
.........
18,329,271
—
—
18,329,271
20,848,469
—
—
20,848,469
Ultra
QQQ
Mega
.....
50,587
—
—
50,587
—
—
—
—
Ultra
QQQ
Top
30
....
502
—
—
502
—
—
—
—
Ultra
Real
Estate
.....
1,314,485
—
—
1,314,485
1,423,795
—
—
1,423,795
Ultra
Russell2000
....
4,139,441
—
—
4,139,441
2,467,875
—
—
2,467,875
Ultra
S&P500
®
.......
49,935,027
—
—
49,935,027
41,242,771
—
—
41,242,771
Ultra
S&P
500
Equal
Weight
...........
26,970
—
—
26,970
—
—
—
—
NOTES
TO
FINANCIAL
STATEMENTS
::
MAY
31,
2026
::
373
PROSHARES
TRUST
At
October
31, 2025
(the
Funds’
most
recent
tax
year
end),
the
components
of
accumulated
earnings
(deficit)
on
a
tax
basis
were
as
follows: 
Year
Ended
October
31,
2025
A
Year
Ended
October
31,
2024
A
Fund
A
Distributions
paid
from
ordinary
income
A
Distributions
paid
from
net
long-
term
capital
gains
A
Tax
return
of
capital
A
Total
Distributions
A
Distributions
paid
from
ordinary
income
A
Distributions
paid
from
net
long-
term
capital
gains
A
Tax
return
of
capital
A
Total
Distributions
A
Ultra
Semiconductors
.
$
5,532,060
$
—
$
—
$
5,532,060
$
192,629
$
—
$
—
$
192,629
Ultra
SmallCap600
...
380,703
—
—
380,703
441,127
—
—
441,127
Ultra
Technology
.....
2,397,778
—
—
2,397,778
1,250,352
—
—
1,250,352
Ultra
Utilities
........
349,294
—
—
349,294
242,749
—
—
242,749
UltraPro
Dow30
SM
....
10,099,794
—
—
10,099,794
6,941,405
—
—
6,941,405
UltraPro
MidCap400
..
360,348
—
—
360,348
172,906
—
—
172,906
UltraPro
QQQ
®
......
252,468,939
—
—
252,468,939
339,772,812
—
—
339,772,812
UltraPro
Russell2000
..
5,037,414
—
—
5,037,414
3,447,879
—
—
3,447,879
UltraPro
S&P500
®
....
40,928,069
—
—
40,928,069
33,225,740
—
—
33,225,740
UltraPro
Short
20+
Year
Treasury
..........
3,830,074
—
—
3,830,074
3,862,137
—
—
3,862,137
UltraPro
Short
Dow30
SM
12,663,329
—
—
12,663,329
21,295,869
—
—
21,295,869
UltraPro
Short
MidCap400
.......
144,832
—
—
144,832
111,095
—
—
111,095
UltraPro
Short
QQQ
®
..
174,240,688
—
—
174,240,688
220,663,185
—
—
220,663,185
UltraPro
Short
Russell2000
.......
4,460,076
—
—
4,460,076
7,290,849
—
—
7,290,849
UltraPro
Short
S&P500
®
29,343,729
—
—
29,343,729
48,964,542
—
—
48,964,542
UltraShort
7-10
Year
Treasury
..........
488,947
—
—
488,947
677,660
—
—
677,660
UltraShort
20+
Year
Treasury
..........
10,410,986
—
—
10,410,986
18,175,481
—
—
18,175,481
UltraShort
Consumer
Discretionary
......
109,862
—
—
109,862
75,265
—
—
75,265
UltraShort
Consumer
Staples
..........
24,705
—
—
24,705
53,653
—
—
53,653
UltraShort
Dow30
SM
..
2,499,131
—
—
2,499,131
3,568,888
—
—
3,568,888
UltraShort
Energy
....
589,606
—
—
589,606
894,257
—
—
894,257
UltraShort
Financials
..
569,729
—
—
569,729
905,932
—
—
905,932
UltraShort
FTSE
China
50
..............
504,438
—
—
504,438
455,677
—
—
455,677
UltraShort
FTSE
Europe
765,910
—
—
765,910
1,353,241
—
—
1,353,241
UltraShort
Health
Care
44,381
—
—
44,381
58,650
—
—
58,650
UltraShort
Industrials
.
61,433
—
—
61,433
84,196
—
—
84,196
UltraShort
Materials
..
41,443
—
—
41,443
64,397
—
—
64,397
UltraShort
MidCap400
56,702
—
—
56,702
93,991
—
—
93,991
UltraShort
MSCI
Brazil
Capped
..........
309,309
—
—
309,309
347,235
—
—
347,235
UltraShort
MSCI
EAFE
55,824
—
—
55,824
41,483
—
—
41,483
UltraShort
MSCI
Emerging
Markets
..
187,226
—
—
187,226
229,858
—
—
229,858
UltraShort
MSCI
Japan
180,861
—
—
180,861
178,271
—
—
178,271
UltraShort
Nasdaq
Biotechnology
.....
116,923
—
—
116,923
138,528
—
—
138,528
UltraShort
QQQ
®
.....
12,788,953
—
—
12,788,953
20,269,578
—
—
20,269,578
UltraShort
QQQ
Mega
.
27,304
—
—
27,304
—
—
—
—
UltraShort
Real
Estate
.
1,089,971
—
—
1,089,971
1,997,818
—
—
1,997,818
UltraShort
Russell2000
2,216,936
—
—
2,216,936
3,320,271
—
—
3,320,271
UltraShort
S&P500
®
..
21,865,076
—
—
21,865,076
39,916,309
—
—
39,916,309
UltraShort
Semiconductors
....
533,182
—
—
533,182
339,769
—
—
339,769
UltraShort
SmallCap600
76,324
—
—
76,324
89,475
—
—
89,475
UltraShort
Technology
.
203,725
—
—
203,725
202,241
—
—
202,241
UltraShort
Utilities
....
82,426
—
—
82,426
41,937
—
—
41,937
Fund
A
Undistributed
Ordinary
Income
A
Undistributed
Long-Term
Capital
Gain
A
Accumulated
Capital
and
Other
Losses
A
Unrealized
Appreciation/
(Depreciation)
A
Short
7-10
Year
Treasury
............
$
208,026
$
—
$
—
$
114,444
374
::
MAY
31,
2026
::
NOTES
TO
FINANCIAL
STATEMENTS
PROSHARES
TRUST
Fund
A
Undistributed
Ordinary
Income
A
Undistributed
Long-Term
Capital
Gain
A
Accumulated
Capital
and
Other
Losses
A
Unrealized
Appreciation/
(Depreciation)
A
Short
20+
Year
Treasury
............
$
277,796
$
—
$
(501,142,421)
$
(814,203)
Short
Dow30
SM
...................
541,609
—
(
583,214,492)
(14,574,355)
Short
Financials
..................
44,415
—
(102,346,217)
(2,316,623)
Short
FTSE
China
50
...............
14,799
—
(12,712,116)
(1,198,810)
Short
High
Yield
..................
285,404
—
(90,308,916)
(6,728,681)
Short
MidCap400
.................
17,811
—
(57,363,902)
(726,310)
Short
MSCI
EAFE
.................
41,052
—
(156,508,615)
(2,504,089)
Short
MSCI
Emerging
Markets
.......
43,842
—
(196,606,776)
(2,982,701)
Short
QQQ
®
.....................
3,221,564
—
(
1,310,905,830)
(224,320,759)
Short
Real
Estate
.................
42,871
—
(41,573,614)
(239,218)
Short
Russell2000
.................
704,347
—
(798,187,334)
(33,142,563)
Short
S&P500
®
...................
5,516,332
—
(4,613,665,757)
(
247,763,891)
Short
SmallCap600
................
20,646
—
(43,486,046)
(704,593)
Ultra
7-10
Year
Treasury
............
94,973
—
(135,692,256)
(313,033)
Ultra
20+
Year
Treasury
.............
436,763
—
(55,295,435)
(6,456,188)
Ultra
Communication
Services
.......
41,981
—
—
1,062,718
Ultra
Consumer
Discretionary
........
15,476
—
(4,956,045)
(1,178,811)
Ultra
Consumer
Staples
............
25,505
—
(2,091,959)
(2,298,976)
Ultra
Dow30
SM
....................
117,524
—
—
66,619,046
Ultra
Energy
.....................
23,482
—
(28,352,503)
(3,781,796)
Ultra
Financials
...................
162,910,103
—
—
172,530,589
Ultra
FTSE
China
50
...............
55,260
—
(17,808,203)
1,478,572
Ultra
FTSE
Europe
................
23,500
154,136
—
1,828,218
Ultra
Health
Care
.................
114,799
—
(23,704,575)
(5,721,544)
Ultra
High
Yield
...................
24,836
—
(2,469,263)
(985,814)
Ultra
Industrials
...................
—
—
(2,392,581)
5,115,833
Ultra
Materials
...................
27,780
—
(12,489,728)
(3,653,718)
Ultra
MidCap400
..................
120,204
—
(121,089,618)
1,340,915
Ultra
MSCI
Brazil
Capped
...........
7,391
—
(15,097,492)
663,758
Ultra
MSCI
EAFE
..................
60,238
—
(
5,132,186)
3,802,766
Ultra
MSCI
Emerging
Markets
........
70,241
—
(22,832,295)
6,518,386
Ultra
MSCI
Japan
.................
2,447
—
(2,286,733)
2,586,480
Ultra
Nasdaq
Biotechnology
.........
46,911
—
(159,854,466)
1,022,843
Ultra
Nasdaq
Cloud
Computing
.......
3,304
—
(1,157,248)
266,047
Ultra
Nasdaq
Cybersecurity
..........
12,668
—
(61,376)
1,168,115
Ultra
QQQ
®
......................
—
—
—
3,145,187,528
Ultra
QQQ
Mega
..................
30,034
—
—
7,792,925
Ultra
QQQ
Top
30
.................
7,550
—
—
1,439,532
Ultra
Real
Estate
..................
134,166
—
(30,477,532)
(8,509,306)
Ultra
Russell2000
.................
298,759
—
(167,160,275)
63,013,543
Ultra
S&P500
®
....................
2,430,120
—
—
1,279,789,345
Ultra
S&P
500
Equal
Weight
.........
37,306
—
(261,686)
(229,846)
Ultra
Semiconductors
..............
—
—
—
896,600,814
Ultra
SmallCap600
................
6,876
—
(9,039,187)
809,722
Ultra
Technology
..................
—
—
—
401,625,337
Ultra
Utilities
.....................
2,279
—
(2,976,692)
4,436,335
UltraPro
Dow30
SM
.................
640,808
—
—
85,766,356
UltraPro
MidCap400
...............
24,011
—
(2,322,811)
713,663
UltraPro
QQQ
®
...................
7,502,480
—
—
11,738,217,288
UltraPro
Russell2000
...............
423,448
—
(124,844,094)
90,882,018
UltraPro
S&P500
®
.................
2,746,850
—
—
1,427,845,885
UltraPro
Short
20+
Year
Treasury
......
4,119,445
27,606
—
2,197,514
UltraPro
Short
Dow30
SM
............
1,278,450
—
(1,794,050,162)
(91,795,290)
UltraPro
Short
MidCap400
..........
12,071
—
(60,862,934)
(635,426)
UltraPro
Short
QQQ
®
...............
27,683,107
—
(10,576,137,539)
(2,831,412,511)
UltraPro
Short
Russell2000
..........
688,578
—
(640,807,618)
(68,956,292)
UltraPro
Short
S&P500
®
............
4,141,565
—
(4,998,577,394)
(406,208,135)
UltraShort
7-10
Year
Treasury
........
50,883
—
(116,698,352)
(848,838)
UltraShort
20+
Year
Treasury
.........
1,076,147
—
(4,677,606,961)
(3,154,936)
UltraShort
Consumer
Discretionary
....
17,177
—
(20,197,578)
(1,024,630)
UltraShort
Consumer
Staples
........
2,857
—
(9,634,419)
67,924
UltraShort
Dow30
SM
...............
240,886
—
(765,197,221)
(12,738,517)
UltraShort
Energy
.................
60,418
—
(126,054,282)
(5,375)
UltraShort
Financials
...............
62,880
—
(513,531,925)
(5,548,816)
UltraShort
FTSE
China
50
...........
29,659
—
(258,863,585)
(2,673,062)
NOTES
TO
FINANCIAL
STATEMENTS
::
MAY
31,
2026
::
375
PROSHARES
TRUST
Temporary
differences
are
generally
due
to
differing
book
and
tax
treatments
for
the
timing
of
the
recognition
of
gains
and
losses
on
certain
investment
transactions
and
the
timing
and
the
deductibility
of
certain
expenses.
Permanent
differences,
primarily
due
to
gain
(loss)
on
in-kind
redemptions,
reclassification
on
sale
of
derivatives,
designation
of
taxable
distributions
in
excess,
utilization
of
earnings
and
profits
distributed
to
the
shareholders
on
redemption
of
shares
and
nondeductible
expenses,
resulted
in
reclassifications
as
of
October
31, 2025
(the
Funds’
most
recent
tax
year
end),
among
the
Funds’
components
of
net
assets.  
As
of
October
31, 2025
(the
Funds’
most
recent
tax
year
end),
the
Funds
had
capital
loss
carry
forwards
(“CLCFs”)
available
to
offset
future
realized
gains,
if
any,
to
the
extent
provided
for
by
regulations
and
to
thereby
reduce
the
amount
of
future
taxable
capital
gain
distributions.
Under
current
tax
law,
CLCFs
retain
their
character
as
either
short-term
or
long-term
capital
losses,
and
are
not
subject
to
expiration. 
At
October
31, 2025
(the
Funds’
most
recent
tax
year
end),
the
following
Funds
had
available
CLCFs: 
Fund
A
Undistributed
Ordinary
Income
A
Undistributed
Long-Term
Capital
Gain
A
Accumulated
Capital
and
Other
Losses
A
Unrealized
Appreciation/
(Depreciation)
A
UltraShort
FTSE
Europe
............
$
85,790
$
—
$
(282,297,493)
$
(7,615,536)
UltraShort
Health
Care
.............
3,250
—
(12,268,259)
117,903
UltraShort
Industrials
..............
8,067
—
(22,702,596)
(477,532)
UltraShort
Materials
...............
3,564
—
(86,342,432)
(75,251)
UltraShort
MidCap400
.............
6,676
—
(55,641,875)
(589,201)
UltraShort
MSCI
Brazil
Capped
.......
31,518
—
(96,053,220)
(4,222,252)
UltraShort
MSCI
EAFE
.............
6,419
—
(24,307,005)
(732,284)
UltraShort
MSCI
Emerging
Markets
....
20,667
—
(167,637,033)
(2,370,534)
UltraShort
MSCI
Japan
.............
26,824
—
(29,284,821)
(2,676,473)
UltraShort
Nasdaq
Biotechnology
.....
13,589
—
(75,444,569)
(759,516)
UltraShort
QQQ
®
..................
2,109,119
—
(1,941,960,261)
(189,191,780)
UltraShort
QQQ
Mega
..............
15,006
—
(1,129,863)
(556,414)
UltraShort
Real
Estate
..............
88,942
—
(249,811,122)
(1,479,007)
UltraShort
Russell2000
.............
240,013
—
(768,262,495)
(23,897,834)
UltraShort
S&P500
®
...............
2,771,196
—
(5,647,136,856)
(207,720,737)
UltraShort
Semiconductors
..........
129,370
—
(69,327,980)
(14,989,399)
UltraShort
SmallCap600
............
10,440
—
(31,648,670)
(962,933)
UltraShort
Technology
..............
27,084
—
(34,601,849)
(3,833,514)
UltraShort
Utilities
.................
20,504
—
(12,153,769)
(948,990)
No
Expiration
Date
A
Short
20+
Year
Treasury
........................................................................
$
501,142,421
Short
Dow30
SM
...............................................................................
583,214,492
Short
Financials
..............................................................................
102,346,217
Short
FTSE
China
50
...........................................................................
12,712,116
Short
High
Yield
..............................................................................
90,308,916
Short
MidCap400
.............................................................................
57,363,902
Short
MSCI
EAFE
.............................................................................
156,508,615
Short
MSCI
Emerging
Markets
...................................................................
196,606,776
Short
QQQ
®
.................................................................................
1,310,905,830
Short
Real
Estate
.............................................................................
41,573,614
Short
Russell2000
.............................................................................
798,187,334
Short
S&P500
®
...............................................................................
4,613,665,757
Short
SmallCap600
............................................................................
43,486,046
Ultra
7-10
Year
Treasury
........................................................................
135,692,256
Ultra
20+
Year
Treasury
.........................................................................
55,295,435
Ultra
Consumer
Discretionary
....................................................................
4,956,045
Ultra
Consumer
Staples
........................................................................
2,091,959
Ultra
Energy
.................................................................................
28,352,503
Ultra
FTSE
China
50
...........................................................................
17,808,203
Ultra
Health
Care
.............................................................................
23,704,575
Ultra
High
Yield
...............................................................................
2,469,263
Ultra
Industrials
...............................................................................
2,392,581
Ultra
Materials
...............................................................................
12,489,728
376
::
MAY
31,
2026
::
NOTES
TO
FINANCIAL
STATEMENTS
PROSHARES
TRUST
At
October
31, 2025
(the
Funds’
most
recent
tax
year
end),
the
following
Funds
utilized
CLCFs
and/or
elected
to
defer
late-year
ordinary
losses
to
November
1,
2025: 
No
Expiration
Date
A
Ultra
MidCap400
..............................................................................
$
121,089,618
Ultra
MSCI
Brazil
Capped
.......................................................................
15,097,492
Ultra
MSCI
EAFE
..............................................................................
5,132,186
Ultra
MSCI
Emerging
Markets
....................................................................
22,832,295
Ultra
MSCI
Japan
.............................................................................
2,286,733
Ultra
Nasdaq
Biotechnology
.....................................................................
159,854,466
Ultra
Nasdaq
Cloud
Computing
...................................................................
1,157,248
Ultra
Nasdaq
Cybersecurity
......................................................................
61,376
Ultra
Real
Estate
..............................................................................
30,477,532
Ultra
Russell2000
.............................................................................
167,160,275
Ultra
S&P
500
Equal
Weight
.....................................................................
261,686
Ultra
SmallCap600
............................................................................
9,039,187
Ultra
Utilities
.................................................................................
2,976,692
UltraPro
MidCap400
...........................................................................
2,322,811
UltraPro
Russell2000
...........................................................................
124,844,094
UltraPro
Short
Dow30
SM
........................................................................
1,794,050,162
UltraPro
Short
MidCap400
......................................................................
60,862,934
UltraPro
Short
QQQ
®
...........................................................................
10,576,137,539
UltraPro
Short
Russell2000
......................................................................
640,807,618
UltraPro
Short
S&P500
®
........................................................................
4,998,577,394
UltraShort
7-10
Year
Treasury
....................................................................
116,698,352
UltraShort
20+
Year
Treasury
.....................................................................
4,677,606,961
UltraShort
Consumer
Discretionary
................................................................
20,197,578
UltraShort
Consumer
Staples
....................................................................
9,634,419
UltraShort
Dow30
SM
...........................................................................
765,197,221
UltraShort
Energy
.............................................................................
126,054,282
UltraShort
Financials
...........................................................................
513,531,925
UltraShort
FTSE
China
50
.......................................................................
258,863,585
UltraShort
FTSE
Europe
........................................................................
282,297,493
UltraShort
Health
Care
.........................................................................
12,268,259
UltraShort
Industrials
..........................................................................
22,702,596
UltraShort
Materials
...........................................................................
86,342,432
UltraShort
MidCap400
.........................................................................
55,641,875
UltraShort
MSCI
Brazil
Capped
...................................................................
96,053,220
UltraShort
MSCI
EAFE
.........................................................................
24,307,005
UltraShort
MSCI
Emerging
Markets
................................................................
167,637,033
UltraShort
MSCI
Japan
.........................................................................
29,284,821
UltraShort
Nasdaq
Biotechnology
.................................................................
75,444,569
UltraShort
QQQ
®
..............................................................................
1,941,960,261
UltraShort
QQQ
Mega
..........................................................................
1,129,863
UltraShort
Real
Estate
..........................................................................
249,811,122
UltraShort
Russell2000
.........................................................................
768,262,495
UltraShort
S&P500
®
...........................................................................
5,647,136,856
UltraShort
Semiconductors
......................................................................
69,327,980
UltraShort
SmallCap600
........................................................................
31,648,670
UltraShort
Technology
..........................................................................
34,601,849
UltraShort
Utilities
.............................................................................
12,153,769
Fund
A
Capital
Loss
Utilized
A
Ordinary
Late
Year
Loss
Deferrals
A
Short
20+
Year
Treasury
...........................................................
$
360,244
$
—
Short
MidCap400
................................................................
5,370
—
NOTES
TO
FINANCIAL
STATEMENTS
::
MAY
31,
2026
::
377
PROSHARES
TRUST
3.
Investment
Transactions,
Income
and
Expense
Allocations 
Throughout
the
reporting
period,
investment
transactions
are
generally
accounted
for
no
later
than
one
business
day
following
the
trade
date.
For
financial
reporting
purposes,
investment
transactions
on
the
last
business
day
of
the
reporting
period
are
accounted
for
on
the
trade
date. 
Interest
income
is
recognized
on
an
accrual
basis
and
includes,
where
applicable,
the
amortization
of
premium
or
discount.
Div-
idend
income
is
recorded
on
the
ex-dividend
date
except
for
certain
foreign
dividends
that
may
be
recorded
as
soon
as
such
in-
formation
becomes
available.
Non-cash
dividend
income
received
in
the
form
of
securities
in-lieu
of
cash
are
recorded
at
the
fair
value
of
the
securities
received.
Gains
or
losses
realized
on
sales
of
securities
are
determined
using
the
specific
identification
method
by
comparing
the
identified
cost
of
the
security
lot
sold
with
the
net
sales
proceeds. 
Expenses
directly
attributable
to
a
Fund
are
charged
to
that
Fund,
while
expenses
which
are
attributable
to
more
than
one
Fund
or
jointly
with
an
affiliate,
are
allocated
among
the
respective
Funds
and/or
affiliates
based
upon
relative
net
assets
or
another
reasonable
basis. 
4.
Advisory
and
Management
Service
Fees
and
Transactions
with
Affiliates 
The
Advisor
serves
as
the
investment
adviser
to
each
Fund
pursuant
to
an
Investment
Advisory
Agreement.
For
its
investment
advisory
services,
each
Fund
pays
the
Advisor
a
monthly
fee,
accrued
daily
at
an
annualized
rate
based
on
its
average
daily
net
assets.
Pursuant
to
a
separate
Management
Services
Agreement,
the
Advisor
performs
certain
administrative
services
on
behalf
of
the
Funds,
such
as
negotiating,
coordinating
and
implementing
the
Trust’s
contractual
obligations
with
the
Funds’
service
providers;
monitoring,
overseeing
and
reviewing
the
performance
of
such
service
providers
to
ensure
adherence
to
applicable
contractual
obligations;
and
preparing
or
coordinating
reports
and
presentations
to
the
Board
of
Trustees
with
respect
to
such
service
providers.
For
these
and
other
services,
each
Fund
pays
the
Advisor
monthly
management
services
fees,
accrued
daily
at
an
annualized
rate
based
on
its
average
daily
net
assets.
The
Advisor
has
contractually
agreed
to
waive
advisory
and
management
services
fees,
and
if
necessary,
reimburse
certain
other
expenses,
in
order
to
limit
the
annual
operating
expenses
of
each
Fund.
These
expense
limitations
remain
in
effect
until
the
dates
specified
in
the
table
below,
after
which
they
may
be
terminated
or
revised.
Fund
A
Capital
Loss
Utilized
A
Ordinary
Late
Year
Loss
Deferrals
A
Ultra
7-10
Year
Treasury
...........................................................
$
5,974
$
—
Ultra
20+
Year
Treasury
............................................................
13,471
—
Ultra
Communication
Services
......................................................
811,085
—
Ultra
Consumer
Discretionary
.......................................................
5,166,311
—
Ultra
Consumer
Staples
...........................................................
527,753
—
Ultra
Dow30
SM
...................................................................
19,305,932
—
Ultra
Financials
..................................................................
34,185,099
—
Ultra
FTSE
China
50
..............................................................
471,690
—
Ultra
FTSE
Europe
...............................................................
2,290
—
Ultra
Health
Care
................................................................
7,640,190
—
Ultra
High
Yield
..................................................................
807,235
—
Ultra
Industrials
..................................................................
6,316,826
—
Ultra
Materials
..................................................................
2,210,201
—
Ultra
MidCap400
.................................................................
18,782,485
—
Ultra
MSCI
EAFE
.................................................................
1,988,027
—
Ultra
MSCI
Emerging
Markets
.......................................................
1,977,967
—
Ultra
MSCI
Japan
................................................................
253,339
—
Ultra
Nasdaq
Biotechnology
........................................................
630,641
—
Ultra
Nasdaq
Cloud
Computing
......................................................
307,930
—
Ultra
Nasdaq
Cybersecurity
.........................................................
904,656
—
Ultra
Real
Estate
.................................................................
5,644,379
—
Ultra
SmallCap600
...............................................................
370,956
—
Ultra
Utilities
....................................................................
826,480
—
UltraPro
Dow30
SM
................................................................
54,104,154
—
UltraPro
Russell2000
..............................................................
25,588,982
—
UltraShort
7-10
Year
Treasury
.......................................................
2,149,128
—
UltraShort
20+
Year
Treasury
........................................................
145,634
—
UltraShort
MSCI
Brazil
Capped
......................................................
69,599
—
UltraShort
SmallCap600
...........................................................
303,989
—
UltraShort
Utilities
................................................................
34,891
—
378
::
MAY
31,
2026
::
NOTES
TO
FINANCIAL
STATEMENTS
PROSHARES
TRUST
For
the
year ended
May
31,
2026,
advisory
and
management
services
fees,
waivers,
reimbursements,
and
expense
limitations
were
as
follows:  
Fund
A
Investment
Advisory
Fee
Rate
*
A
Management
Services
Fee
Rate
A
Advisory
Fees
Waived
A
Management
Services
Fees
Waived
A
Expense
Reimbursements
A
Expense
Limitation
A
Expense
Limitation
Effective
Through
A
Short
7-10
Year
Treasury
...
0.75
%
0.10
%
$
69,504
$
—
$
—
0.95
%
September
30,
2026
Short
20+
Year
Treasury
....
0.75
0.10
41,986
—
—
0.95
September
30,
2026
Short
Dow30
SM
...........
0.75
0.10
58,954
—
—
0.95
September
30,
2026
Short
Financials
..........
0.75
0.10
69,997
—
—
0.95
September
30,
2026
Short
FTSE
China
50
......
0.75
0.10
25,306
3,374
56,007
0.95
September
30,
2026
Short
High
Yield
..........
0.75
0.10
79,059
—
—
0.95
September
30,
2026
Short
MidCap400
.........
0.75
0.10
28,969
3,863
44,341
0.95
September
30,
2026
Short
MSCI
EAFE
.........
0.75
0.10
81,415
—
—
0.95
September
30,
2026
Short
MSCI
Emerging
Markets
0.75
0.10
79,711
5,342
—
0.95
September
30,
2026
Short
QQQ
®
.............
0.75
0.10
86,584
—
—
0.95
September
30,
2026
Short
Real
Estate
.........
0.75
0.10
69,450
—
—
0.95
September
30,
2026
Short
Russell2000
........
0.75
0.10
145,882
—
—
0.95
September
30,
2026
Short
S&P500
®
...........
0.75
0.10
—
—
—
0.95
September
30,
2026
Short
SmallCap600
.......
0.75
0.10
35,767
4,769
34,289
0.95
September
30,
2026
Ultra
7-10
Year
Treasury
....
0.75
0.10
62,445
—
—
0.95
September
30,
2026
Ultra
20+
Year
Treasury
....
0.75
0.10
24,367
—
—
0.95
September
30,
2026
Ultra
Communication
Services
0.75
0.10
100,644
13,419
3,948
0.95
September
30,
2026
Ultra
Consumer
Discretionary
0.75
0.10
107,570
—
—
0.95
September
30,
2026
Ultra
Consumer
Staples
....
0.75
0.10
77,552
10,340
18,750
0.95
September
30,
2026
Ultra
Copper
K-1
Free
ETF
..
0.75
0.10
5,695
759
12,489
0.95
September
30,
2026
Ultra
Dow30
SM
...........
0.75
0.10
12,272
—
—
0.95
September
30,
2026
Ultra
Energy
.............
0.75
0.10
86,838
—
—
0.95
September
30,
2026
Ultra
Financials
..........
0.75
0.10
—
—
—
0.95
September
30,
2026
Ultra
FTSE
China
50
.......
0.75
0.10
88,986
—
—
0.95
September
30,
2026
Ultra
FTSE
Europe
........
0.75
0.10
80,138
—
—
0.95
September
30,
2026
Ultra
Health
Care
.........
0.75
0.10
96,788
—
—
0.95
September
30,
2026
Ultra
High
Yield
..........
0.75
0.10
75,258
—
—
0.95
September
30,
2026
Ultra
Industrials
..........
0.75
0.10
100,651
—
—
0.95
September
30,
2026
Ultra
Materials
...........
0.75
0.10
85,786
—
—
0.95
September
30,
2026
Ultra
MidCap400
.........
0.75
0.10
43,223
—
—
0.95
September
30,
2026
Ultra
MSCI
Brazil
Capped
..
0.75
0.10
25,746
3,433
50,152
0.95
September
30,
2026
Ultra
MSCI
EAFE
.........
0.75
0.10
82,699
—
—
0.95
September
30,
2026
Ultra
MSCI
Emerging
Markets
0.75
0.10
82,037
—
—
0.95
September
30,
2026
Ultra
MSCI
Japan
.........
0.75
0.10
74,408
9,921
42,751
0.95
September
30,
2026
Ultra
Nasdaq
Biotechnology
.
0.75
0.10
154,469
—
—
0.95
September
30,
2026
Ultra
Nasdaq
Cloud
Computing
0.75
0.10
16,920
2,256
89,325
0.95
September
30,
2026
Ultra
Nasdaq
Cybersecurity
.
0.75
0.10
34,886
4,651
44,531
0.95
September
30,
2026
Ultra
Palladium
K-1
Free
ETF
0.75
0.10
3,079
411
15,444
0.95
September
30,
2026
Ultra
Platinum
K-1
Free
ETF
.
0.75
0.10
3,263
435
15,227
0.95
September
30,
2026
Ultra
QQQ
®
*
.............
0.75
0.10
7,626,483
—
—
0.95
September
30,
2026
Ultra
QQQ
Mega
.........
0.75
0.10
75,009
—
—
0.95
September
30,
2026
Ultra
QQQ
Top
30
........
0.75
0.10
42,807
5,708
144
0.95
September
30,
2026
Ultra
Real
Estate
.........
0.75
0.10
97,469
—
—
0.95
September
30,
2026
Ultra
Russell2000
.........
0.75
0.10
204,271
—
—
0.95
September
30,
2026
Ultra
S&P500
®
*
..........
0.75
0.10
2,502,483
—
—
0.95
September
30,
2026
Ultra
S&P
500
Equal
Weight
.
0.75
0.10
75,793
—
—
0.95
September
30,
2026
Ultra
Semiconductors
.....
0.75
0.10
—
—
—
0.95
September
30,
2026
Ultra
SmallCap600
........
0.75
0.10
94,930
—
—
0.95
September
30,
2026
Ultra
Technology
.........
0.75
0.10
—
—
—
0.95
September
30,
2026
Ultra
Utilities
............
0.75
0.10
104,820
—
—
0.95
September
30,
2026
UltraPro
Dow30
SM
........
0.75
0.10
—
—
—
0.95
September
30,
2026
UltraPro
MidCap400
......
0.75
0.10
128,783
—
—
0.95
September
30,
2026
UltraPro
QQQ
®
*
..........
0.75
0.10
44,388,491
—
—
0.95
September
30,
2026
UltraPro
Russell2000
......
0.75
0.10
345,892
—
—
0.95
September
30,
2026
UltraPro
S&P500
®
*
........
0.75
0.10
293,643
—
—
0.95
September
30,
2026
UltraPro
Short
20+
Year
Treasury
..............
0.75
0.10
64,257
—
—
0.95
September
30,
2026
UltraPro
Short
Dow30
SM
....
0.75
0.10
55,229
—
—
0.95
September
30,
2026
UltraPro
Short
MidCap400
..
0.75
0.10
18,135
2,418
59,681
0.95
September
30,
2026
UltraPro
Short
QQQ
®
......
0.75
0.10
—
—
—
0.95
September
30,
2026
UltraPro
Short
Russell2000
.
0.75
0.10
124,181
—
—
0.95
September
30,
2026
NOTES
TO
FINANCIAL
STATEMENTS
::
MAY
31,
2026
::
379
PROSHARES
TRUST
For
each
Fund,
amounts
waived
or
reimbursed
by
the
Advisor
may
be
recouped
by
the
Advisor
within
five
years
of
the
end
of
the
applicable
contractual
period
to
the
extent
that
such
recoupments
would
not
cause
a
Fund’s
annualized
operating
expenses
to
ex-
ceed
the
lesser
of
(1) the
expense
limitation
in
effect
at
the
time
of
waiver,
and
(2) the
expense
limitation
in
effect
at
the
time
of
re-
coupment.
Any
amounts
recouped
by
the
Advisor
during
the
period
are
reflected
in
the
Statements
of
Operations
as
“Recoupment
of
prior
expenses
waived
and/or
reimbursed
by
Advisor."
As
of
May
31,
2026,
no
commitment
or
contingent
liability
is
expected.
The
amounts
eligible
for
recoupment
and
the
date
of
expiration
are
as
follows:
Fund
A
Investment
Advisory
Fee
Rate
*
A
Management
Services
Fee
Rate
A
Advisory
Fees
Waived
A
Management
Services
Fees
Waived
A
Expense
Reimbursements
A
Expense
Limitation
A
Expense
Limitation
Effective
Through
A
UltraPro
Short
S&P500
®
....
0.75
%
0.10
%
$
—
$
—
$
—
0.95
%
September
30,
2026
UltraShort
7-10
Year
Treasury
0.75
0.10
70,750
—
—
0.95
September
30,
2026
UltraShort
20+
Year
Treasury
0.75
0.10
—
—
—
0.95
September
30,
2026
UltraShort
Consumer
Discretionary
...........
0.75
0.10
27,772
3,703
43,732
0.95
September
30,
2026
UltraShort
Consumer
Staples
0.75
0.10
13,300
1,773
59,382
0.95
September
30,
2026
UltraShort
Dow30
SM
.......
0.75
0.10
72,069
—
—
0.95
September
30,
2026
UltraShort
Energy
.........
0.75
0.10
69,814
—
—
0.95
September
30,
2026
UltraShort
Financials
......
0.75
0.10
72,503
—
—
0.95
September
30,
2026
UltraShort
FTSE
China
50
..
0.75
0.10
45,895
6,119
34,504
0.95
September
30,
2026
UltraShort
FTSE
Europe
....
0.75
0.10
76,127
—
—
0.95
September
30,
2026
UltraShort
Health
Care
.....
0.75
0.10
15,516
2,069
56,555
0.95
September
30,
2026
UltraShort
Industrials
......
0.75
0.10
19,797
2,640
53,194
0.95
September
30,
2026
UltraShort
Materials
.......
0.75
0.10
10,039
1,339
63,855
0.95
September
30,
2026
UltraShort
MidCap400
.....
0.75
0.10
7,173
956
69,194
0.95
September
30,
2026
UltraShort
MSCI
Brazil
Capped
0.75
0.10
36,829
4,911
44,880
0.95
September
30,
2026
UltraShort
MSCI
EAFE
.....
0.75
0.10
8,332
1,111
72,621
0.95
September
30,
2026
UltraShort
MSCI
Emerging
Markets
..............
0.75
0.10
34,796
4,639
44,018
0.95
September
30,
2026
UltraShort
MSCI
Japan
....
0.75
0.10
45,757
6,101
29,393
0.95
September
30,
2026
UltraShort
Nasdaq
Biotechnology
..........
0.75
0.10
18,893
2,519
53,033
0.95
September
30,
2026
UltraShort
QQQ
®
.........
0.75
0.10
111,439
—
—
0.95
September
30,
2026
UltraShort
QQQ
Mega
.....
0.75
0.10
16,165
2,155
27,235
0.95
September
30,
2026
UltraShort
Real
Estate
.....
0.75
0.10
69,335
—
—
0.95
September
30,
2026
UltraShort
Russell2000
.....
0.75
0.10
97,130
—
—
0.95
September
30,
2026
UltraShort
S&P500
®
.......
0.75
0.10
—
—
—
0.95
September
30,
2026
UltraShort
Semiconductors
.
0.75
0.10
71,280
—
—
0.95
September
30,
2026
UltraShort
SmallCap600
....
0.75
0.10
12,553
1,674
62,347
0.95
September
30,
2026
UltraShort
Technology
.....
0.75
0.10
30,000
4,000
41,548
0.95
September
30,
2026
UltraShort
Utilities
........
0.75
0.10
26,668
3,556
43,403
0.95
September
30,
2026
*
Funds
that
reduce
the
annualized
advisory
fee
rate
subject
to
the
following
breakpoints:
0.75%
of
the
first
$4.0
billion
of
average
daily
net
assets
of
the
Fund,
0.70%
of
the
next
$1.5
billion,
0.65%
of
the
next
$1.5
billion,
0.60%
of
the
next
$1.5
billion
and
0.55%
of
average
daily
net
assets
of
the
Fund
over
$8.5
billion.
To
the
extent
that
a
Fund
achieves
an
asset
breakpoint,
the
Advisor
will
waive
fees
in
order
to
match
the
corresponding
reduction
in
the
tiered
advisory
fee
limit.
Any
such
waivers
are
reflected
as
a
component
of
“Expenses
waived
and/or
reimbursed
by
Advisor”
on
the
Statements
of
Operations,
and
are
not
subject
to
subsequent
recoupment
by
the
Advisor.
During
the
year
ended
May
31,
2026,
advisory
fees
of
$7,626,483
were
waived
for
Ultra
QQQ
pursuant
to
this
agreement,
resulting
in
a
net
advisory
fee
of
0.67%.
During
the
year
ended
May
31,
2026,
advisory
fees
of
$293,643
were
waived
for
UltraPro
S&P
500
pursuant
to
this
agreement,
resulting
in
a
net
advisory
fee
of
0.74%.
During
the
year
ended
May
31,
2026,
advisory
fees
of
$2,502,483
were
waived
for
Ultra
S&P
500
pursuant
to
this
agreement,
resulting
in
a
net
advisory
fee
of
0.71%.
During
the
year
ended
May
31,
2026,
advisory
fees
of
$44,388,491
were
waived
for
UltraPro
QQQ
pursuant
to
this
agreement,
resulting
in
a
net
advisory
fee
of
0.59%.
Expires
September
30,
Fund
2026
2027
2028
2029
2030
2031
Total
Amount
Eligible
for
Recoupment
Short
7-10
Year
Treasury
.........
$
39,494
$
4,634
$
54,992
$
61,990
$
69,459
$
46,158
$
276,727
Short
20+
Year
Treasury
.........
—
—
5
13,497
38,268
28,351
80,121
Short
Dow30
SM
................
71,179
—
43,509
33,942
63,178
34,806
246,614
Short
Financials
...............
67,738
63,344
62,972
73,472
73,877
44,933
386,336
Short
FTSE
China
50
............
69,478
89,557
86,187
93,347
85,447
55,211
479,227
Short
High
Yield
...............
73,328
63,664
95,987
86,827
92,144
50,094
462,044
Short
MidCap400
..............
64,925
62,578
65,389
71,650
76,000
51,638
392,180
Short
MSCI
EAFE
..............
77,986
70,867
82,669
92,907
84,837
52,060
461,326
Short
MSCI
Emerging
Markets
....
73,663
81,886
101,785
86,204
94,729
54,146
492,413
Short
QQQ
®
..................
296,075
403,339
637,777
296,330
266,672
283
1,900,476
380
::
MAY
31,
2026
::
NOTES
TO
FINANCIAL
STATEMENTS
PROSHARES
TRUST
Expires
September
30,
Fund
2026
2027
2028
2029
2030
2031
Total
Amount
Eligible
for
Recoupment
Short
Real
Estate
..............
$
72,237
$
63,254
$
71,901
$
71,827
$
71,054
$
44,747
$
395,020
Short
Russell2000
..............
231,769
181,302
266,119
167,847
143,566
89,968
1,080,571
Short
SmallCap600
.............
69,001
66,777
61,201
70,441
74,624
49,855
391,899
Ultra
7-10
Year
Treasury
.........
91,778
89,206
55,323
62,064
63,988
41,757
404,116
Ultra
20+
Year
Treasury
..........
86,760
78,895
38,163
25,413
24,260
17,883
271,374
Ultra
Communication
Services
....
108,243
111,291
113,719
106,171
107,680
82,511
629,615
Ultra
Consumer
Discretionary
.....
117,859
106,903
104,262
104,092
108,859
71,198
613,173
Ultra
Consumer
Staples
.........
108,679
122,716
110,620
104,418
114,470
69,404
630,307
Ultra
Copper
K-1
Free
ETF
.......
—
—
—
—
—
18,943
18,943
Ultra
Dow30
SM
.................
38,504
23,810
49,729
23,470
40,135
—
175,648
Ultra
Energy
..................
103,663
92,512
106,280
104,753
118,011
48,574
573,793
Ultra
FTSE
China
50
............
79,216
98,616
88,847
90,234
94,990
57,661
509,564
Ultra
FTSE
Europe
.............
91,549
83,233
78,643
94,495
96,879
49,758
494,557
Ultra
Health
Care
..............
94,412
121,233
120,036
77,254
100,370
62,321
575,626
Ultra
High
Yield
................
127,422
44,669
63,981
97,407
90,341
44,551
468,371
Ultra
Industrials
................
143,038
104,318
116,750
96,660
103,787
65,629
630,182
Ultra
Materials
................
92,884
110,973
100,812
101,145
110,563
49,930
566,307
Ultra
MidCap400
...............
153,030
85,292
93,264
75,962
73,242
19,436
500,226
Ultra
MSCI
Brazil
Capped
........
73,357
94,920
79,758
92,201
98,193
48,055
486,484
Ultra
MSCI
EAFE
...............
61,981
97,732
77,284
85,499
87,024
55,694
465,214
Ultra
MSCI
Emerging
Markets
.....
74,970
82,325
75,443
92,292
88,127
54,229
467,386
Ultra
MSCI
Japan
..............
76,205
108,148
167,664
92,057
127,662
85,835
657,571
Ultra
Nasdaq
Biotechnology
......
310,901
235,559
201,238
172,178
158,769
99,112
1,177,757
Ultra
Nasdaq
Cloud
Computing
....
40,946
84,500
104,680
119,345
111,356
71,244
532,071
Ultra
Nasdaq
Cybersecurity
.......
39,101
61,997
62,222
87,856
78,792
57,750
387,718
Ultra
Palladium
K-1
Free
ETF
.....
—
—
—
—
—
18,934
18,934
Ultra
Platinum
K-1
Free
ETF
......
—
—
—
—
—
18,925
18,925
Ultra
QQQ
Mega
...............
—
—
—
—
19,470
55,539
75,009
Ultra
QQQ
Top
30
..............
—
—
—
—
7,857
40,802
48,659
Ultra
Real
Estate
...............
99,269
114,980
101,822
86,977
101,575
63,942
568,565
Ultra
Russell2000
..............
1,190,983
1,132,650
76,452
245,115
472,747
79,625
3,197,572
Ultra
S&P
500
Equal
Weight
......
—
—
—
—
7,350
68,443
75,793
Ultra
SmallCap600
.............
105,717
151,135
120,084
150,172
137,038
52,084
716,230
Ultra
Utilities
..................
137,989
86,840
112,177
98,467
107,853
69,066
612,392
UltraPro
Dow30
SM
..............
—
—
—
—
—
1,574
1,574
UltraPro
MidCap400
............
108,219
208,021
129,805
167,232
147,314
78,928
839,519
UltraPro
Russell2000
............
1,251,635
1,165,426
88,500
644,298
472,903
169,368
3,792,130
UltraPro
Short
20+
Year
Treasury
...
—
—
69
48,941
58,001
43,545
150,556
UltraPro
Short
Dow30
SM
.........
100,679
—
—
—
55,370
29,153
185,202
UltraPro
Short
MidCap400
.......
73,860
71,947
68,028
74,857
78,710
53,873
421,275
UltraPro
Short
QQQ
®
............
405,478
750,180
1,375,086
998,462
905,897
—
4,435,103
UltraPro
Short
Russell2000
.......
160,458
136,242
152,656
131,566
122,418
78,233
781,573
UltraShort
7-10
Year
Treasury
.....
46,329
27,548
50,469
61,826
68,515
47,455
302,142
UltraShort
Consumer
Discretionary
.
69,905
73,284
68,410
73,153
75,704
50,357
410,813
UltraShort
Consumer
Staples
.....
68,984
77,931
69,201
70,866
75,185
49,456
411,623
UltraShort
Dow30
SM
............
79,732
51,568
70,454
56,685
74,419
45,755
378,613
UltraShort
Energy
..............
64,443
72,145
64,701
65,770
71,633
46,189
384,881
UltraShort
Financials
............
71,867
68,883
71,736
70,600
75,649
47,434
406,169
UltraShort
FTSE
China
50
........
74,667
96,597
92,984
96,859
92,803
54,883
508,793
UltraShort
FTSE
Europe
.........
66,885
79,728
75,212
74,354
83,423
48,625
428,227
UltraShort
Health
Care
..........
68,004
77,760
68,343
71,096
74,876
49,249
409,328
UltraShort
Industrials
...........
68,882
79,531
68,892
70,889
75,138
50,546
413,878
UltraShort
Materials
............
68,121
69,860
70,069
75,223
76,836
49,956
410,065
UltraShort
MidCap400
..........
72,191
73,814
72,817
76,311
76,887
51,649
423,669
UltraShort
MSCI
Brazil
Capped
....
70,621
96,983
74,762
87,100
94,363
56,095
479,924
UltraShort
MSCI
EAFE
..........
68,132
89,336
77,083
86,991
86,313
53,159
461,014
UltraShort
MSCI
Emerging
Markets
.
69,189
88,250
75,105
87,644
85,601
54,334
460,123
UltraShort
MSCI
Japan
..........
68,340
89,339
73,615
82,953
88,469
52,900
455,616
UltraShort
Nasdaq
Biotechnology
..
67,920
74,186
67,539
69,158
75,406
49,357
403,566
UltraShort
QQQ
®
...............
185,861
218,077
308,243
222,646
185,577
46,735
1,167,139
UltraShort
QQQ
Mega
...........
—
—
—
—
14,768
30,787
45,555
UltraShort
Real
Estate
...........
74,474
71,701
71,012
65,073
70,954
45,190
398,404
UltraShort
Russell2000
..........
123,449
117,432
126,649
106,599
101,397
62,550
638,076
UltraShort
Semiconductors
.......
69,723
68,978
69,624
72,857
75,469
47,958
404,609
UltraShort
SmallCap600
.........
71,020
70,968
70,218
73,600
76,832
50,943
413,581
UltraShort
Technology
...........
68,752
73,598
67,410
73,049
75,201
50,690
408,700
NOTES
TO
FINANCIAL
STATEMENTS
::
MAY
31,
2026
::
381
PROSHARES
TRUST
Employees
of
the
Advisor
serve
in
the
roles
of
Interested
Trustee,
President,
Chief
Legal
Officer
and
Secretary
of
the
Trust.
These
individuals
receive
no
compensation
directly
from
the
Trust.
Another
employee
of
the
Advisor
serves
as
Chief
Compliance
Officer
and
Anti-Money
Laundering
Officer.
This
individual’s
related
compensation,
along
with
the
compensation
of
staff
who
administer
the
Funds’
compliance
program,
and
certain
other
expenses
are
reimbursed
to
the
Advisor
by
the
Funds
and
are
reflected
on
the
Statements
of
Operations
as
“Compliance
services
fees." 
Certain
Funds
may
invest
a
portion
of
their
cash
balances
in
the GENIUS
Money
Market
ETF
(the
“Affiliated
Fund”),
an
affiliated
exchange-traded
fund
for
purposes
of
Section
2(a)(3)
of
the
Investment
Company
Act
of
1940.
The
Affiliated
Fund
is
used
primar-
ily
for
cash
management
and
liquidity.
Income
from
the
Affiliated
Fund
is
presented
as
“Dividends
from
affiliated
securities”
in
the
Statements
of
Operations,
with
any
related
receivable
included
in
“Dividends
from
affiliated
securities
receivable”
in
the
Statements
of
Assets
and
Liabilities.
The
Advisor
has
paid
to
the
Funds
the
costs
for
acquired
fund
fees
and
expenses
related
to
management
fees
associated
with
each
Fund’s
investment
in
the
Affiliated
Fund.
These
payments
are
included
in
“Payment
from
Advisor”
on
the
Statements
of
Operations.
A
table
summarizing
each
Fund’s
investment
activity
in
the
Affiliated
Fund
for
the
year ended
May
31,
2026 is
included
in
each
Fund’s
Schedule
of
Portfolio
Investments.
5.
Administration
Fees 
JPMorgan
Chase
Bank,
N.A.
acts
as
the
Trust’s
administrator
(the
“Administrator”).
The
Administrator
provides
certain
admin-
istrative
services
to
the
Funds,
including
fund
accounting,
fund
administration
and
certain
compliance
services,
pursuant
to
a
Fund
Services
Agreement.
For
these
services,
each
Fund
shall
pay
the
Administrator
monthly,
a
fee
accrued
daily
and
based
on
average
net
assets.
Each
Fund
may
also
reimburse
the
Administrator
for
such
out-of-pocket
expenses
as
incurred
by
the
Adminis-
trator
in
the
performance
of
its
duties.
Such
fees
are
reflected
on
the
Statements
of
Operations
as
“Administration
Fees.”
Certain
employees
of
the
Administrator
are
also
officers
of
the
Trust. 
6.
Custodian
Fees 
JPMorgan
Chase
Bank,
N.A.
acts
as
custodian
for
the
Funds
in
accordance
with
a
Custody
Agreement.
The
custodian
holds
cash,
securities
and
other
assets
of
the
Funds
as
required
by
the
1940
Act.
Custodian
fees
are
payable
monthly
based
on
assets
held
in
custody,
investment
purchases
and
sales
activity
and
account
maintenance
fees,
plus
reimbursement
for
certain
out-of-pocket
expenses.
Such
fees
are
reflected
on
the
Statements
of
Operations
as
“Custodian
fees.”
The
custodian
voluntarily
waived
a
portion
of
transaction
fees
during
the year
ended
May
31,
2026 for
certain
Funds.
Such
fees
are
reflected
on
the
Statements
of
Operations
as
"Expenses
waived
by
custodian."
7.
Listing,
Data
and
Related
Fees 
The
Funds
may
incur
costs
relating
to
their
initial
and
ongoing
listing
on
an
exchange
and
for
the
calculation
and
dissemination
of
Indicative
Optimized
Portfolio
Values
(IOPVs).
Additionally,
a
Fund
may
enter
into
a
license
agreement
for
the
right
to
use
an
Index
and
the
related
Trade
Mark(s)
and
to
receive
data
related
to
the
index
from
the
index
provider.
The
portion
of
such
costs
attributed
to
each
Fund
is
reflected
on
the
Statements
of
Operations
as
“Listing,
Data
and
related
fees." 
8.
Trustees
Fees 
The
Trust,
together
with
other
affiliated
trusts,
pay
each
Independent
Trustee
an
aggregate
fee
consisting
of
a
$375,000
annual
retainer
(paid
in
quarterly
increments)
for
services
provided
as
a
Board
member.
Prior
to
September
1,
2025,
each
Independent
Trustee
was
paid
a
$325,000
annual
retainer.
Such
fees
are
allocated
between
the
Funds
and
other
affiliated
funds.
Each
Fund’s
share
of
these
fees,
together
with
reimbursable
expenses
of
the
Trustees,
is
reflected
on
the
Statements
of
Operations
as
“Trust-
ees
Fees
and
expenses." 
9.
Distribution
and
Service
Plan 
SEI
Investments
Distribution
Co.
serves
as
the
Funds’
distributor.
The
Trust
has
adopted
a
Distribution
and
Service
(12b-1)
Plan
pursuant
to
which
each
Fund
may
bear
a
12b-1
fee
not
to
exceed
0.25%
per
annum
of
the
Fund’s
average
daily
net
assets.
No
12b-1
fees
are
currently
paid
by
the
Funds,
and
there
are
currently
no
plans
to
impose
these
fees. 
Expires
September
30,
Fund
2026
2027
2028
2029
2030
2031
Total
Amount
Eligible
for
Recoupment
UltraShort
Utilities
..............
$
67,517
$
69,824
$
69,228
$
72,937
$
75,830
$
48,996
$
404,332
382
::
MAY
31,
2026
::
NOTES
TO
FINANCIAL
STATEMENTS
PROSHARES
TRUST
10.
Issuance
and
Redemption
of
Fund
Shares 
Each
Fund
issues
and
redeems
its
shares
only
to
Authorized
Participants
(typically
broker-dealers)
in
exchange
for
the
deposit
or
delivery
of
a
basket
of
assets
(securities
and/or
cash),
in
large
blocks
known
as
Creation
Units,
each
of
which
is
comprised
of
a
specified
number
of
shares.
To
the
extent
the
Funds
permit
the
contribution
of
securities
in
exchange
for
the
purchase
of
shares
(contribution
in-kind),
shares
may
be
issued
in
advance
of
receipt
by
the
Fund
of
all
or
a
portion
of
the
applicable
Deposit
Securities.
 In
these
circumstances,
the
Fund
may
require
the
Authorized
Participant
to
maintain
with
the
Trust
an
amount
up
to
115%
and/or
125%
of
the
daily
mark-
to-market
value
of
the
missing
Deposit
Securities.
Retail
investors
may
only
purchase
and
sell
Fund
shares
on
a
national
securities
exchange
through
a
broker-dealer
and
such
transactions
may
be
subject
to
customary
commission
rates
imposed
by
the
broker-dealer. 
Authorized
Participants
may
pay
transaction
fees
to
offset
transfer
and
other
transaction
costs
associated
with
the
issuance
and
redemption
of
Creation
Units.
Transaction
fees
related
to
unsettled
Creation
Unit
transactions
are
included
in
the
receivable
for
capital
shares
issued
on
the
Statements
of
Assets
and
Liabilities.
None
of
the
Funds
had
any
transaction
fees
for
the
year
ended
May
31,
2026. 
11.
Investment
Transactions 
For
the
year
ended
May
31,
2026,
the
cost
of
securities
purchased
and
proceeds
from
sales
of
securities,
excluding
short-term
se-
curities,
instruments
used
for
cash
management
purposes, derivatives
and
in-kind
transactions,
were
as
follows:  
12.
In-Kind
Transactions 
During
the
year ended
May
31,
2026,
certain
Funds
delivered
portfolio
securities
in
exchange
for
the
redemption
of
shares
(re-
demption-in-kind).
Cash
and
securities
were
transferred
for
redemptions
at
fair
value.
For
financial
reporting
purposes,
the
Funds
recorded
net
realized
gains
and
losses
in
connection
with
each
transaction.
For
the
year ended
May
31,
2026,
the
fair
value
of
the
securities
transferred
for
redemptions,
and
the
net
realized
gains
(losses)
recorded
in
connection
with
the
transactions
were
as
follows:
Fund
A
Purchases
A
Sales
A
Ultra
Communication
Services
.......................................................
$
13,134,404
$
6,753,045
Ultra
Consumer
Discretionary
........................................................
3,416,763
565,541
Ultra
Consumer
Staples
............................................................
4,460,467
514,783
Ultra
Dow30
SM
....................................................................
211,417,375
566,973
Ultra
Energy
.....................................................................
18,437,467
2,717,297
Ultra
Financials
...................................................................
611,748,717
177,877,113
Ultra
Health
Care
.................................................................
2,388,899
4,786,970
Ultra
Industrials
...................................................................
1,594,229
774,119
Ultra
Materials
...................................................................
10,771,018
4,832,768
Ultra
MidCap400
..................................................................
39,924,275
18,697,468
Ultra
Nasdaq
Biotechnology
.........................................................
23,653,653
13,445,500
Ultra
Nasdaq
Cloud
Computing
.......................................................
665,067
397,982
Ultra
QQQ
®
......................................................................
3,950,502,361
1,768,050,789
Ultra
QQQ
Mega
..................................................................
30,524,136
11,987,016
Ultra
QQQ
Top
30
.................................................................
7,417,139
4,096,322
Ultra
Real
Estate
..................................................................
7,975,192
3,820,248
Ultra
Russell2000
.................................................................
95,631,136
189,972,363
Ultra
S&P500
®
....................................................................
2,670,722,804
612,785,529
Ultra
S&P
500
Equal
Weight
.........................................................
42,126,580
20,254,780
Ultra
Semiconductors
..............................................................
1,868,753,132
830,502,032
Ultra
SmallCap600
................................................................
10,697,856
5,154,437
Ultra
Technology
..................................................................
230,966,247
44,045,670
Ultra
Utilities
.....................................................................
163,613
6,088,685
UltraPro
Dow30
SM
.................................................................
586,926,699
668,243
UltraPro
MidCap400
...............................................................
10,975,331
4,837,676
UltraPro
QQQ
®
...................................................................
19,485,080,277
3,876,531,422
UltraPro
Russell2000
...............................................................
190,686,737
93,416,035
UltraPro
S&P500
®
.................................................................
3,876,615,915
385,215,808
Fund
A
Fair
Value
A
Net
Realized
Gains
(Losses)
A
Ultra
Communication
Services
....................................................
$
14,458,248
$
2,466,098
NOTES
TO
FINANCIAL
STATEMENTS
::
MAY
31,
2026
::
383
PROSHARES
TRUST
In
addition,
during
the
year,
certain
Funds
received
securities
in
exchange
for
subscriptions
of
shares
(subscriptions-in-kind).
For
the
year
ended
May
31,
2026,
the
fair
value
of
the
securities
received
for
subscriptions
were
as
follows: 
13.
Share
Splits
and
Reverse
Share
Splits
The
effect
of
a
share
split
transaction
is
to
multiply
the
number
of
outstanding
shares
of
the
Fund
by
the
split
factor,
with
a
cor-
responding
decrease
in
the
net
asset
value
per
share.
The
effect
of
the
reverse
share
split
transactions
is
to
divide
the
number
of
outstanding
shares
of
the
Fund
by
the
reverse
split
factor,
with
a
corresponding
increase
in
the
net
asset
value
per
share.
These
Fund
A
Fair
Value
A
Net
Realized
Gains
(Losses)
A
Ultra
Consumer
Discretionary
.....................................................
$
11,788,194
$
1,676,353
Ultra
Consumer
Staples
.........................................................
21,351,565
642,960
Ultra
Dow30
SM
.................................................................
346,078,662
59,922,184
Ultra
Energy
..................................................................
49,543,536
9,015,860
Ultra
Financials
................................................................
650,997,413
169,337,562
Ultra
Health
Care
..............................................................
3,522,372
756,218
Ultra
Industrials
................................................................
6,926,465
2,204,218
Ultra
Materials
................................................................
13,167,404
3,135,537
Ultra
MidCap400
...............................................................
39,737,888
11,410,520
Ultra
Nasdaq
Biotechnology
......................................................
22,661,290
6,022,974
Ultra
Nasdaq
Cloud
Computing
....................................................
1,273,831
274,297
Ultra
QQQ
®
...................................................................
3,678,913,314
853,019,608
Ultra
QQQ
Mega
...............................................................
12,451,334
1,648,197
Ultra
QQQ
Top
30
..............................................................
3,107,668
128,062
Ultra
Real
Estate
...............................................................
14,664,615
1,852,167
Ultra
Russell2000
..............................................................
92,629,070
38,005,621
Ultra
S&P500
®
.................................................................
5,418,492,127
860,900,758
Ultra
S&P
500
Equal
Weight
......................................................
37,206,665
2,378,894
Ultra
Semiconductors
...........................................................
2,051,187,968
441,480,176
Ultra
SmallCap600
.............................................................
12,884,492
2,508,876
Ultra
Technology
...............................................................
228,911,821
94,843,497
Ultra
Utilities
..................................................................
6,184,993
1,294,461
UltraPro
Dow30
SM
..............................................................
1,266,069,145
87,977,832
UltraPro
MidCap400
............................................................
10,712,187
2,603,495
UltraPro
QQQ
®
................................................................
35,003,826,703
4,269,875,262
UltraPro
Russell2000
............................................................
212,836,940
65,819,811
UltraPro
S&P500
®
..............................................................
6,587,104,469
511,835,574
Fund
A
Fair
Value
A
Ultra
Communication
Services
....................................................................
$
6,280,634
Ultra
Consumer
Discretionary
.....................................................................
5,235,515
Ultra
Consumer
Staples
.........................................................................
16,497,826
Ultra
Dow30
SM
.................................................................................
138,644,764
Ultra
Energy
..................................................................................
14,286,587
Ultra
Financials
................................................................................
46,741,727
Ultra
Health
Care
..............................................................................
4,531,672
Ultra
Industrials
................................................................................
4,189,201
Ultra
Materials
................................................................................
8,233,140
Ultra
MidCap400
...............................................................................
8,394,685
Ultra
Nasdaq
Biotechnology
......................................................................
10,287,169
Ultra
Nasdaq
Cloud
Computing
....................................................................
810,168
Ultra
QQQ
®
...................................................................................
2,210,249,711
Ultra
QQQ
Mega
...............................................................................
7,531,029
Ultra
QQQ
Top
30
..............................................................................
191,783
Ultra
Real
Estate
...............................................................................
1,890,563
Ultra
S&P500
®
.................................................................................
3,134,752,841
Ultra
S&P
500
Equal
Weight
......................................................................
24,852,982
Ultra
Semiconductors
...........................................................................
551,223,057
Ultra
SmallCap600
.............................................................................
233,382
Ultra
Technology
...............................................................................
24,176,333
Ultra
Utilities
..................................................................................
13,792,184
UltraPro
Dow30
SM
..............................................................................
570,548,374
UltraPro
MidCap400
............................................................................
1,583,007
UltraPro
QQQ
®
................................................................................
11,244,260,394
UltraPro
S&P500
®
..............................................................................
2,487,101,777
384
::
MAY
31,
2026
::
NOTES
TO
FINANCIAL
STATEMENTS
PROSHARES
TRUST
transactions
do
not
change
the
net
assets
of
the
Fund
or
the
value
of
a
shareholder's
investment.
The historical
share
transactions
presented
in
the
Statements
of
Changes
in
Net
Assets
and
the
per
share
data
presented
in
the
Financial
Highlights
have
been
ad-
justed
retroactively
to
give
effect
to
share
splits,
as
reflected
in
the
following
table.
14.
Risk 
Some
risks
apply
to
all
Funds,
while
others
are
specific
to
the
investment
strategy
of
certain
Funds.
Each
Fund
may
be
subject
to
other
risks
in
addition
to
these
identified
risks.
This
section
discusses
certain
common
principal
risks
encountered
by
the
Funds. 
Risks
Associated
with
the
Use
of
Derivatives
Certain
Funds
obtain
investment
exposure
through
derivatives
(including
investing
in
futures
contracts,
securities
and
index-
es,
forward
contracts,
swap
agreements
and
similar
instruments).
Investing
in
derivatives
may
be
considered
aggressive
and
may
expose
a
Fund
to
risks
different
from,
or
possibly
greater
than,
the
risks
associated
with
investing
directly
in
securities
underlying
the
derivative,
including:
1)
the
risk
that
there
may
be
imperfect
correlation
between
the
price
of
financial
instru-
ments
and
movements
in
the
prices
of
the
underlying
reference
asset(s);
2)
the
risk
that
an
instrument
is
mispriced;
3)
credit
or
counterparty
risk
on
the
amount
each
Fund
expects
to
receive
from
a
counterparty;
4)
the
risk
that
securities
prices,
interest
rates
and
currency
markets
will
move
adversely
and
a
Fund
will
incur
significant
losses;
5)
the
risk
that
the
cost
of
holding
a
financial
instrument
might
exceed
its
total
return;
and
6)
the
possible
absence
of
a
liquid
secondary
market
for
a
particular
instrument
and
possible
exchange-imposed
price
fluctuation
limits,
either
of
which
may
make
it
difficult
or
impossible
to
adjust
a
Fund’s
position
in
a
particular
instrument
when
desired.
The
occurrence
of
any
of
these
factors
may
prevent
the
Fund
from
achieving
its
investment
objective.
Because
derivatives
often
require
limited
initial
investment,
the
use
of
derivatives
also
may
expose
the
Fund
to
losses
in
excess
of
those
amounts
initially
invested.
Certain
Funds
may
use
a
combination
of
swaps
on
an
underlying
index
or
swaps
on
an
ETF
that
is
designed
to
track
the
perfor-
mance
of
that
index.
The
performance
of
an
ETF
may
not
track
the
performance
of
its
underlying
index
due
to
embedded
costs
and
other
factors.
Thus,
to
the
extent
a
Fund
invests
in
swaps
that
use
an
ETF
as
the
reference
asset,
that
Fund
may
be
subject
to
greater
correlation
risk
and
may
not
achieve
as
high
a
degree
of
correlation
with
its
index
as
it
would
if
the
Fund
used
only
swaps
on
the
underlying
index.
Moreover,
with
respect
to
the
use
of
swap
agreements,
if
an
index
has
a
dramatic
intraday
move
that
causes
a
material
decline
in
a
Fund’s
net
assets,
the
terms
of
a
swap
agreement
between
the
Fund
and
its
counterparty
may
permit
the
counterparty
to
immediately
close
out
the
transaction
with
the
Fund.
In
that
event,
the
Fund
may
be
unable
to
enter
into
another
swap
agree-
Effective
Date
Type
of
Split
UltraPro
Short
MidCap400
.........................................
June
12,
2025
1-for-2
reverse
share
split
UltraShort
Consumer
Discretionary
...................................
June
12,
2025
1-for-2
reverse
share
split
UltraShort
Industrials
.............................................
June
12,
2025
1-for-2
reverse
share
split
Short
FTSE
China
50
..............................................
November
20,
2025
1-for-2
reverse
share
split
Ultra
Communication
Services
......................................
November
20,
2025
4-for-1
forward
share
split
Ultra
Dow30
SM
...................................................
November
20,
2025
2-for-1
forward
share
split
Ultra
QQQ
®
.....................................................
November
20,
2025
2-for-1
forward
share
split
Ultra
S&P500
®
...................................................
November
20,
2025
2-for-1
forward
share
split
Ultra
Semiconductors
.............................................
November
20,
2025
2-for-1
forward
share
split
Ultra
Utilities
....................................................
November
20,
2025
4-for-1
forward
share
split
UltraPro
Dow30
SM
................................................
November
20,
2025
2-for-1
forward
share
split
UltraPro
QQQ
®
..................................................
November
20,
2025
2-for-1
forward
share
split
UltraPro
Short
QQQ
®
..............................................
November
20,
2025
1-for-5
reverse
share
split
UltraPro
Short
Russell2000
.........................................
November
20,
2025
1-for-4
reverse
share
split
UltraPro
Short
S&P500
®
...........................................
November
20,
2025
1-for-4
reverse
share
split
UltraShort
FTSE
China
50
..........................................
November
20,
2025
1-for-2
reverse
share
split
UltraShort
MSCI
Brazil
Capped
......................................
November
20,
2025
1-for-2
reverse
share
split
UltraShort
MSCI
Emerging
Markets
...................................
November
20,
2025
1-for-2
reverse
share
split
UltraShort
S&P500
®
..............................................
November
20,
2025
1-for-5
reverse
share
split
UltraShort
Semiconductors
.........................................
November
20,
2025
1-for-4
reverse
share
split
UltraShort
Technology
.............................................
November
20,
2025
1-for-2
reverse
share
split
Short
MSCI
EAFE
................................................
May
28,
2026
1-for-2
reverse
share
split
Short
SmallCap600
...............................................
May
28,
2026
1-for-2
reverse
share
split
UltraShort
Consumer
Staples
.......................................
May
28,
2026
1-for-2
reverse
share
split
UltraShort
Health
Care
............................................
May
28,
2026
1-for-2
reverse
share
split
UltraShort
Industrials
.............................................
May
28,
2026
1-for-2
reverse
share
split
UltraShort
Materials
..............................................
May
28,
2026
1-for-2
reverse
share
split
UltraShort
MSCI
Brazil
Capped
......................................
May
28,
2026
1-for-2
reverse
share
split
UltraShort
Nasdaq
Biotechnology
....................................
May
28,
2026
1-for-2
reverse
share
split
UltraShort
Technology
.............................................
May
28,
2026
1-for-2
reverse
share
split
UltraShort
Utilities
................................................
May
28,
2026
1-for-2
reverse
share
split
NOTES
TO
FINANCIAL
STATEMENTS
::
MAY
31,
2026
::
385
PROSHARES
TRUST
ment
or
invest
in
other
derivatives
to
achieve
the
desired
exposure
consistent
with
the
Fund’s
investment
objective.
This,
in
turn,
may
prevent
the
Fund
from
achieving
its
investment
objective,
even
if
the
Index
reverses
all
or
a
portion
of
its
intraday
move
by
the
end
of
the
day.
Any
costs
associated
with
using
derivatives
will
also
have
the
effect
of
lowering
the
Fund’s
return.
Equity and
Market
Risk
Equity
markets
are
volatile,
and
the
value
of
equity
securities
and
other
instruments
correlated
with
equity
markets
may
fluctuate
dramatically
from
day
to
day.
Equity
markets
are
subject
to
corporate,
political,
regulatory,
market
and
economic
developments,
as
well
as
developments
that
impact
specific
economic
sectors,
industries
or
segments
of
the
market.
Leverage
Risk
Certain
Funds
utilize
leverage
(i.e.,
obtain
investment
exposure
in
excess
of
their
assets)
in
seeking
to
achieve
their
invest-
ment
objective
and
will
lose
more
money
in
market
environments
adverse
to
their
daily
objective
than
similar
funds
that
do
not
employ
leverage.
Because
the
Funds
that
utilize
leverage
include
either
a
-3x
or
3x
multiplier
or
a
-2x
or
2x
multiplier,
a
single
day
adverse
price
movement
approaching
33%
or
50%,
respectively,
in
a
relevant
benchmark,
could
result
in
the
total
loss
of
an
investor’s
investment.
Concentration
Risk
Certain
Funds
may
typically
concentrate
their
investments
in
issuers
of
one
or
more
particular
industries
to
the
same
extent
that
their
underlying
indexes
are
so
concentrated
and
to
the
extent
permitted
by
applicable
regulatory
guidance.
There
is
a
risk
that
those
issuers
(or
industry
sectors)
will
perform
poorly
and
negatively
impact
a
Fund.
Concentration
risk
results
from
maintaining
exposure
(long
or
short)
to
issuers
conducting
business
in
a
specific
industry.
The
risk
of
concentrating
invest-
ments
in
a
limited
number
of
issuers
in
a
particular
industry
is
that
a
Fund
will
be
more
susceptible
to
the
risks
associated
with
that
industry
than
a
Fund
that
does
not
concentrate
its
investments.
Correlation
Risk
There
is
no
guarantee
that
a
Fund
will
achieve
a
high
degree
of
correlation
with
its
index
or
a
multiple
or
inverse
thereof.
Failure
to
achieve
a
high
degree
of
correlation
may
prevent
a
Fund
from
achieving
its
investment
objective.
The
percentage
change
of
the
Fund’s
NAV
each
day
may
differ,
perhaps
significantly
in
amount,
and
possibly
even
direction,
from
the
percent-
age
change
of
the
Fund’s
index
on
such
day.
A
number
of
other
factors
may
adversely
affect
a
Fund’s
correlation
with
its
index,
including
material
over-
or
under-exposure,
fees,
expenses,
transaction
costs,
financing
costs
associated
with
the
use
of
deriv-
atives,
income
items,
valuation
methodology,
infrequent
trading
in
the
securities
underlying
its
index,
accounting
standards
and
disruptions
or
illiquidity
in
the
markets
for
the
securities
or
financial
instruments
in
which
a
Fund
invests.
While
each
Fund
generally
attempts
to
track
the
performance
of
the
Index
by
investing
all,
or
substantially
all,
of
its
assets
in
the
secu-
rities
that
make
up
the
Index
in
approximately
the
same
proportion
as
their
weighting
in
the
Index,
at
times
a
Fund
may
not
have
investment
exposure
to
all
securities
in
its
index,
or,
with
respect
to
equity
funds,
its
weighting
of
investment
exposure
to
such
securities,
financial
investments
or
industries
may
be
different
from
that
of
the
index.
In
addition,
a
Fund
may
invest
in
securities
or
financial
investments
not
included
in
the
index
or
in
financial
instruments.
Each
Fund
may
take
or
refrain
from
taking
positions
in
order
to
improve
tax
efficiency
or
comply
with
regulatory
restrictions,
or
for
other
reasons,
each
of
which
may
negatively
affect
the
Fund’s
correlation
with
its
index.
A
Fund
may
also
be
subject
to
large
movements
of
assets
into
and
out
of
the
Fund,
potentially
resulting
in
the
Fund
being
over-
or
underexposed
to
its
index
and
may
be
impacted
by
index
re-
constitutions
and
index
rebalancing
events.
Additionally,
a
Fund’s
underlying
investments
may
trade
on
markets
that
may
or
may
not
be
open
on
the
same
day
as
the
Fund.
Furthermore,
a
Fund’s
currency
holdings
may
be
valued
at
a
different
time
than
the
level
of
its
index.
In
addition,
the
Funds
with
a
foreign
currency
hedging
strategy
may
also
be
unable
to
perfectly
match
the
Index
and
will
introduce
additional
costs,
both
sources
of
additional
correlation
risk.
Any
of
these
factors
could
decrease
correlation
between
the
performance
of
a
Fund
and
the
index
and
may
hinder
a
Fund’s
ability
to
meet
its
investment
objective.
Counterparty
Risk
A
Fund
will
be
subject
to
credit
risk
(i.e.,
the
risk
that
a
counterparty
is
unwilling
or
unable
to
make
timely
payments
or
other-
wise
meet
its
contractual
obligations)
with
respect
to
the
amount
the
Fund
expects
to
receive
from
counterparties
to
financial
instruments
(including
derivatives
and
repurchase
agreements)
entered
into
by
the
Fund.
A
Fund
generally
structures
the
agreements
such
that
either
party
can
terminate
the
contract
without
penalty
prior
to
the
termination
date.
If
a
counterparty
terminates
a
contract,
a
Fund
may
not
be
able
to
invest
in
other
derivatives
to
achieve
the
desired
exposure,
or
achieving
such
exposure
may
be
more
expensive.
A
Fund
may
be
negatively
impacted
if
a
counterparty
becomes
bankrupt
or
otherwise
fails
to
perform
its
obligations
under
such
an
agreement.
At
May
31,
2026,
the Ultra
Communication
Services, Ultra
Copper
K-1
Free, Ultra
Energy, Ultra
Financials,
Ultra FTSE
China
50, Ultra
FTSE
Europe,
Ultra
MSCI
Brazil
Capped, Ultra
MSCI
EAFE,
Ultra
MSCI
Emerging
Markets, Ultra
Nasdaq
Biotech-
386
::
MAY
31,
2026
::
NOTES
TO
FINANCIAL
STATEMENTS
PROSHARES
TRUST
nology, Ultra
Nasdaq
Cloud
Computing, Ultra
Nasdaq
Cybersecurity,
Ultra
QQQ
Mega, Ultra
QQQ
Top
30, Ultra
S&P
500
Equal
Weight, Ultra
Semiconductors,
Ultra
Technology, UltraPro
MidCap400, UltraPro
S&P500
®
and UltraShort
FTSE
China
50 had
net
unrealized
appreciation
on
swaps
with
a
single
counterparty
which
exceeded
5%
of
each
Fund's
net
assets.
Geographic
Concentration
Risk
Certain
Funds
that
focus
their
investments
in
companies
economically
tied
to
particular
foreign
countries
or
geographic
re-
gions
may
be
particularly
susceptible
to
political,
social,
economic
or
regulatory
events
affecting
those
countries
or
regions.
The
performance
of
such
Funds
may
be
more
volatile
than
a
more
geographically
diversified
fund.
Foreign
Currency
Risk
Certain
Funds
may
seek
leveraged,
inverse,
or
inverse
leveraged
exposure
to
investments
denominated
in
foreign
currencies.
Investments
denominated
in
foreign
currencies
are
exposed
to
more
risk
than
those
investments
denominated
in
U.S.
dollars.
The
value
of
an
investment
denominated
in
a
foreign
currency
could
change
significantly
as
foreign
currencies
strengthen
or
weaken
relative
to
the
U.S.
dollar.
Foreign
currency
losses
could
offset
or
exceed
any
potential
gains,
or
add
to
losses,
in
the
related
investments.
Regulatory
fees
or
higher
custody
fees
may
be
imposed
on
foreign
currency
holdings.
Inflation
Risk
Inflation
risk
is
the
risk
that
the
value
of
assets
or
income
from
a
Fund’s
investments
will
be
worth
less
in
the
future
as
infla-
tion
decreases
the
value
of
payments
at
future
dates.
As
inflation
increases,
the
real
value
of
a
Fund’s
portfolio
could
decline.
Inflation
rates
may
change
frequently
and
drastically
as
a
result
of
various
factors
and
the
Fund’s
investments
may
not
keep
pace
with
inflation,
which
may
result
in
losses
to
Fund
investors
or
adversely
affect
the
real
value
of
shareholders’
investments
in
a
Fund.
Inflation
has
recently
increased
and
it
cannot
be
predicted
whether
it
may
decline.
Liquidity
Risk
In
certain
circumstances,
such
as
the
disruption
of
the
orderly
markets
for
the
securities
and/or
financial
instruments
in
which
a
Fund
invests,
the
Fund
might
not
be
able
to
acquire
or
dispose
of
certain
holdings
quickly
or
at
prices
that
represent
true
market
value
in
the
judgment
of
the
Advisor.
Markets
for
the
securities
and/or
financial
instruments
in
which
a
Fund
in-
vests
may
be
disrupted
by
a
number
of
events,
including
but
not
limited
to
economic
crises,
natural
disasters,
new
legislation,
or
regulatory
changes
inside
or
outside
of
the
U.S.
For
example,
regulation
limiting
the
ability
of
certain
financial
institutions
to
invest
in
certain
securities
would
likely
reduce
the
liquidity
of
those
securities.
These
situations
may
prevent
a
Fund
from
limiting
losses,
realizing
gains
or
achieving
a
high
correlation
with
its
index.
Debt
Instrument
Risk
Certain
Funds
invest
in,
or
seek
leveraged,
inverse,
or
inverse
leveraged
exposure
to,
debt
instruments.
Debt
instruments
may
have
varying
levels
of
sensitivity
to
changes
in
interest
rates
and
other
factors.
In
addition,
changes
in
the
credit
quality
of
the
issuer
of
a
debt
instrument
(including
a
default)
can
also
affect
the
price
of
a
debt
instrument,
as
can
an
issuer’s
default
on
its
payment
obligations.
These
factors
may
cause
the
value
of
an
investment
in
a
Fund
to
change.
Natural
Disaster/Epidemic
Risk
Natural
or
environmental
disasters,
such
as
earthquakes,
fires,
floods,
hurricanes,
tsunamis
and
other
severe
weather-relat-
ed
phenomena
generally,
and
widespread
disease,
including
pandemics
and
epidemics
(for
example,
the
novel
coronavirus
COVID-19),
have
been
and
can
be
highly
disruptive
to
economies
and
markets
and
have
recently
led,
and
may
continue
to
lead,
to
increased
market
volatility
and
significant
market
losses.
Such
natural
disaster
and
health
crises
could
exacerbate
polit-
ical,
social,
and
economic
risks,
and
result
in
significant
breakdowns,
delays,
shutdowns,
social
isolation,
and
other
disrup-
tions
to
important
global,
local
and
regional
supply
chains
affected,
with
potential
corresponding
results
on
the
operating
per-
formance
of
the
Funds
and
their
investments.
A
climate
of
uncertainty
and
panic,
including
the
contagion
of
infectious
viruses
or
diseases,
may
adversely
affect
global,
regional,
and
local
economies
and
reduce
the
availability
of
potential
investment
opportunities,
and
increases
the
difficulty
of
performing
due
diligence
and
modeling
market
conditions,
potentially
reduc-
ing
the
accuracy
of
financial
projections.
Under
these
circumstances,
the
Fund
may
have
difficulty
achieving
its
investment
objectives
which
may
adversely
impact
Fund
performance.
Further,
such
events
can
be
highly
disruptive
to
economies
and
markets,
significantly
disrupt
the
operations
of
individual
companies
(including,
but
not
limited
to,
the
Fund’s
investment
advisor,
third
party
service
providers
and
counterparties),
sectors,
industries,
markets,
securities
and
commodity
exchanges,
currencies,
interest
and
inflation
rates,
credit
ratings,
investor
sentiment,
and
other
factors
affecting
the
value
of
the
Funds’
investments.
These
factors
can
cause
substantial
market
volatility,
exchange
trading
suspensions
and
closures,
changes
in
the
availability
of
and
the
margin
requirements
for
certain
instruments,
and
can
impact
the
ability
of
the
Fund
to
complete
re-
demptions
and
otherwise
affect
Fund
performance
and
Fund
trading
in
the
secondary
market.
A
widespread
crisis
would
also
affect
the
global
economy
in
ways
that
cannot
necessarily
be
foreseen.
How
long
such
events
will
last
and
whether
they
will
continue
or
recur
cannot
be
predicted.
Impacts
from
these
could
have
a
significant
impact
on
a
Fund’s
performance,
resulting
in
losses
to
your
investment.
NOTES
TO
FINANCIAL
STATEMENTS
::
MAY
31,
2026
::
387
PROSHARES
TRUST
Risk
of
Global
Economic
Shock
Widespread
disease,
including
public
health
disruptions,
pandemics
and
epidemics
(for
example,
COVID-19
including
its
vari-
ants),
have
been
and
may
continue
to
be
highly
disruptive
to
economies
and
markets.
Health
crises
could
exacerbate
political,
social,
and
economic
risks,
and
result
in
breakdowns,
delays,
shutdowns,
social
isolation,
civil
unrest,
periods
of
high
unem-
ployment,
shortages
in
and
disruptions
to
the
medical
care
and
consumer
goods
and
services
industries,
and
other
disrup-
tions
to
important
global,
local
and
regional
supply
chains,
with
potential
corresponding
results
on
the
performance
of
a
Fund
and
its
investments.
Additionally,
war,
military
conflicts,
sanctions,
acts
of
terrorism,
sustained
elevated
inflation,
supply
chain
issues
or
other
events
could
have
a
significant
negative
impact
on
global
financial
markets
and
economies.
Russia’s
military
incursions
in
Ukraine
have
led
to,
and
may
lead
to
additional
sanctions
being
levied
by
the
United
States,
European
Union
and
other
coun-
tries
against
Russia.
The
ongoing
hostilities
between
the
two
countries
could
result
in
additional
widespread
conflict
and
could
have
a
severe
adverse
effect
on
the
region
and
certain
markets.
Sanctions
on
Russian
exports
could
have
a
significant
adverse
impact
on
the
Russian
economy
and
related
markets
and
could
affect
the
value
of
a
Fund’s
investments,
even
beyond
any
direct
exposure
a
Fund
may
have
to
the
region
or
to
adjoining
geographic
regions.
The
extent
and
duration
of
the
mili-
tary
action,
sanctions
and
resulting
market
disruptions
are
impossible
to
predict,
but
could
have
a
severe
adverse
effect
on
the
region,
including
significant
negative
impacts
on
the
economy
and
the
markets
for
certain
securities
and
commodities,
such
as
oil
and
natural
gas.
Furthermore,
the
possibility
of
a
prolonged
conflict
between
Hamas
and
Israel,
and
the
potential
expansion
of
the
conflict
in
the
surrounding
areas
and
the
involvement
of
other
nations
in
such
conflict,
such
as
the
Houthi
movement’s
attacks
on
marine
vessels
in
the
Red
Sea,
could
further
destabilize
the
Middle
East
region
and
introduce
new
un-
certainties
in
global
markets,
including
the
oil
and
natural
gas
markets.
How
long
such
tensions
and
related
events
will
last
cannot
be
predicted.
These
tensions
and
any
related
events
could
have
significant
impact
on
a
Fund
performance
and
the
value
of
an
investment
in
a
Fund.
Trade
Disputes
Global
economies
are
interdependent
and
may
be
adversely
affected
by
trade
disputes
with
key
trading
partners
and
escalat-
ing
tariffs
imposed
on
goods
and
services
produced
by
such
countries.
To
the
extent
a
country
engages
in
retaliatory
tariffs,
a
company
that
relies
on
imported
parts
to
produce
its
own
goods
may
experience
increased
costs
of
production
or
reduced
profitability,
which
may
affect
consumers,
investors
and
the
domestic
economy.
Trade
disputes
and
retaliatory
actions
may
include
embargoes
and
other
trade
limitations,
which
may
trigger
a
significant
reduction
in
international
trade
and
impact
the
global
economy.
Trade
disputes
may
also
lead
to
increased
currency
exchange
rate
volatility,
which
can
adversely
affect
the
prices
of
the
Fund
securities
valued
in
U.S.
dollars.
Trade
disputes
could
also
negatively
affect
investor
confidence
in
the
markets
generally
and
investment
growth
and
could
contribute
to
volatility
or
overall
declines
in
the
U.S.
and
global
invest-
ment
markets. 
Risks
of
Government
Regulation
The
Financial
Industry
Regulatory
Authority
(“FINRA”)
issued
a
notice
on
March
8,
2022
seeking
comment
on
measures
that
could
prevent
or
restrict
investors
from
buying
a
broad
range
of
public
securities
designated
as
“complex
products”—
which
could
include
the
leveraged
and
inverse
funds
offered
by
ProShare
Advisors.
The
ultimate
impact,
if
any,
of
these
measures
remains
unclear.
However,
if
regulations
are
adopted,
they
could,
among
other
things,
prevent
or
restrict
investors’
ability
to
buy
the
funds.
15.
Indemnifications 
Under
the
Trust’s
organizational
documents,
its
officers
and
Trustees
are
indemnified
against
certain
liabilities
arising
out
of
the
performance
of
their
duties
to
the
Trust.
In
addition,
in
the
normal
course
of
business
the
Trust
enters
into
contracts
that
contain
a
variety
of
general
indemnifications.
The
Trust’s
maximum
exposure
under
these
arrangements
cannot
be
known;
however,
the
Trust
expects
risk
of
significant
loss
to
be
remote. 
16.
Transactions
with
Lehman
Brothers
Holdings,
Inc. 
On
September
15,
2008,
Lehman
Brothers
Holdings,
Inc.
filed
a
petition
for
Chapter
11
bankruptcy.
Prior
thereto,
the
Funds
trans-
acted
business
with
subsidiaries
of
Lehman
(together
with
Lehman
Brothers
Holdings,
Inc.,
“Lehman”)
whereby
Lehman
acted
as
a
counterparty
to
certain
derivative
transactions
and
as
a
broker-dealer
for
certain
investment
transactions.
All
derivative
and
brokerage
transactions
with
Lehman
were
terminated
and
executed,
respectively,
prior
to
September
15,
2008,
but
certain
settlement
payments
related
to
such
transactions
were
not
due
to
be
made
until
on
or
after
September
15.
Settlement
of
these
transactions
has
been
delayed
due
to
Lehman’s
bankruptcy
proceedings.
To
the
extent
that
Lehman,
the
Securities
Investor
Protection
Corporation
(“SIPC”)
and/or
any
clearing
agency
(the
“Potential
Pay-
ing
Parties”)
fail
to
pay
the
Funds
in
connection
with
the
settlement
of
such
transactions,
the
Advisor
has
agreed
to
reimburse
the
388
::
MAY
31,
2026
::
NOTES
TO
FINANCIAL
STATEMENTS
PROSHARES
TRUST
Funds
for
any
such
losses.
Specifically,
the
Receivables
Agreement
among
the
Advisor,
ProFund
Advisors
LLC
(an
investment
ad-
viser
affiliated
with
the
Advisor),
ProFunds
Trust,
and
the
Trust
(collectively,
the
“PF
Trusts”)
(each
affiliated
and
under
common
controls
with
the
other
PF
Trusts)
provides
that
the
investment
adviser
to
specified
funds
of
the
PF
Trusts
will
contribute
cash
to
any
such
fund,
equal
to
the
amounts
owed
to
the
fund
from
Lehman
for
brokerage
transactions
and/or
written
over-the-counter
derivatives
agreements
as
of
September
15,
2008
(the
“Lehman
Obligations”).
The
Receivable
Agreement
will
not
terminate
until
all
Lehman
Obligations
are
paid.
Payments
under
the
Receivable
Agreement
are
triggered
if
any
specified
fund
of
a
PF
Trust
does
not
recover
the
full
amounts
owed
to
it
by
Lehman
following
conclusion
of
all
bankruptcy,
liquidation
and
SIPC
proceedings
relat-
ing
to
Lehman.
Management
has
determined
that
the
Advisor
has
a
sufficient
financial
ability
to
cover
any
shortfall
in
payments
from
the
Potential
Paying
Parties,
including
the
full
amount
of
such
outstanding
balances
if
necessary.
Accordingly,
no
loss
is
expected
to
be
realized
by
the
Funds.
The
outstanding
swap
agreement
and
brokerage
transaction
balances
due
from
Lehman
are
included
in
“Due
from
(to)
counterparty”
and
“Receivable
for
investments
sold”,
respectively,
on
the
Statements
of
Assets
and
Liabilities.
17.
Segment
Reporting
Operating
segments
are
components
of
an
entity
that
engage
in
business
activities,
have
discrete
financial
information
avail-
able,
and
have
their
operating
results
regularly
reviewed
by
a
chief
operating
decision
maker
(“CODM”)
when
assessing
segment
performance
and
making
decisions
about
segment
resources.
Each
Fund
included
herein
is
deemed
to
be
an
individual
reporting
segment
and
Officers
of
ProShares
Trust,
collectively
act
as
CODM.
The
CODM
monitors
the
operating
results
of the
Trust as
a
whole
and
each
Fund’s
long-term
strategic
asset
allocation
is
guided
by each
Fund’s
investment
objective
and
principal
invest-
ment
strategies
as
described
in
its
prospectus
and
executed
by
ProShare
Advisors
LLC
(the
"Advisor").
The
financial
information
provided
to
and
reviewed
by
the
CODM
is
consistent
with
that
presented
in
the
Trust’s
financial
statements.
18.
Subsequent
Events 
The
Funds
have
evaluated
subsequent
events
through
the
issuance
of
the
financial
statements
and
determined
that
no
events
have
occurred
that
require
disclosure
other
than
those
already
disclosed
in
the
financial
statements.
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
::
389
PROSHARES
TRUST
Report
of
Independent
Registered
Public
Accounting
Firm
To
the
Board
of
Trustees
of
ProShares
Trust
and
Shareholders
of
each
of
the
eighty-eight
funds
listed
in
the
table below
Opinions
on
the
Financial
Statements
We
have
audited
the
accompanying
statements
of
assets
and
liabilities,
including
the
schedules
of
portfolio
investments,
of
each
of
the
funds
listed
in
the
table
below
(eighty-eight
of
the
funds
constituting
ProShares
Trust,
hereafter
collectively
referred
to
as
the
"Funds")
as
of
May
31,
2026,
the
related
statements
of
op-
erations
and
of
changes
in
net
assets
for
each
of
the
periods
indicated
in
the
table
below,
including
the
related
notes,
and
the
financial
highlights
for
each
of
the
periods
indicated
therein
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
each
of
the
Funds
listed
in
the
table
below
as
of
May
31,
2026,
the
results
of
each
of
their
operations
and
the
changes
in
each
of
their
net
assets
for
the
periods
indicated
in
the
table
below,
and
each
of
the
financial
highlights
for
each
of
the
periods
indicated
therein,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
(a)
Statement
of
operations
for
the
year
ended
May
31,
2026
and
statement
of
changes
in
net
assets
for
the
years
ended
May
31,
2026
and
2025
(b)
Statement
of
operations
and
statement
of
changes
in
net
assets
for
the
period
April
20,
2026
(commencement
of
investment
operations)
through
May
31,
2026
(c)
Statement
of
operations
and
statement
of
changes
in
net
assets
for
the
period
June
10,
2025
(commencement
of
investment
operations)
through
May
31,
2026
(d)
Statement
of
operations
and
statement
of
changes
in
net
assets
for
the
period
August
13,
2025
(commencement
of
investment
operations)
through
May
31,
2026
(e)
Statement
of
operations
and
statement
of
changes
in
net
assets
for
the
period
August
25,
2025
(commencement
of
investment
operations)
through
May
31,
2026
Basis
for
Opinions
These
financial
statements
are
the
responsibility
of
the
Funds’
management.
Our
responsibility
is
to
express
an
opinion
on
the
Funds’
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(PCAOB)
and
are
required
to
be
independent
with
respect
to
the
Funds
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
of
these
financial
statements
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
Our
audits
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
perform-
ing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
May
31,
2026,
by
correspondence
with
the
custodian,
transfer
agent
and
brokers;
when
replies
were
not
received
from
brokers
,
we
performed
other
auditing
procedures.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinions.
/s/
PricewaterhouseCoopers
LLP
Columbus,
Ohio
July
27,
2026
We
have
served
as
the
auditor
of
one
or
more
investment
companies
in
ProFunds
and
ProShares
Trust
group
since
1997.
Short
7-10
Year
Treasury
(a)
Short
20+
Year
Treasury
(a)
Short
Dow30
(a)
Short
Financials
(a)
Short
FTSE
China
50
(a)
Short
High
Yield
(a)
Short
MidCap400
(a)
Short
MSCI
EAFE
(a)
Short
MSCI
Emerging
Markets
(a)
Short
QQQ
(a)
Short
Real
Estate
(a)
Short
Russell2000
(a)
Short
S&P500
(a)
Short
SmallCap600
(a)
Ultra
7-10
Year
Treasury
(a)
Ultra
20+
Year
Treasury
(a)
Ultra
Communication
Services
(a)
Ultra
Consumer
Discretionary
(a)
Ultra
Consumer
Staples
(a)
Ultra
Copper
K-1
Free
ETF
(b)
Ultra
Dow30
(a)
Ultra
Energy
(a)
Ultra
Financials
(a)
Ultra
FTSE
China
50
(a)
Ultra
FTSE
Europe
(a)
Ultra
Health
Care
(a)
Ultra
High
Yield
(a)
Ultra
Industrials
(a)
Ultra
Materials
(a)
Ultra
MidCap400
(a)
Ultra
MSCI
Brazil
Capped
(a)
Ultra
MSCI
EAFE
(a)
Ultra
MSCI
Emerging
Markets
(a)
Ultra
MSCI
Japan
(a)
Ultra
Nasdaq
Biotechnology
(a)
Ultra
Nasdaq
Cloud
Computing
(a)
Ultra
Nasdaq
Cybersecurity
(a)
Ultra
Palladium
K-1
Free
ETF
(b)
Ultra
Platinum
K-1
Free
ETF
(b)
Ultra
QQQ
(a)
Ultra
QQQ
Mega
(c)
Ultra
QQQ
Top
30
(d)
Ultra
Real
Estate
(a)
Ultra
Russell2000
(a)
Ultra
S&P500
(a)
Ultra
S&P
500
Equal
Weight
(e)
Ultra
Semiconductors
(a)
Ultra
SmallCap600
(a)
Ultra
Technology
(a)
Ultra
Utilities
(a)
UltraPro
Dow30
(a)
UltraPro
MidCap400
(a)
UltraPro
QQQ
(a)
UltraPro
Russell2000
(a)
UltraPro
S&P500
(a)
UltraPro
Short
20+
Year
Treasury
(a)
UltraPro
Short
Dow30
(a)
UltraPro
Short
MidCap400
(a)
UltraPro
Short
QQQ
(a)
UltraPro
Short
Russell2000
(a)
UltraPro
Short
S&P500
(a)
UltraShort
7-10
Year
Treasury
(a)
UltraShort
20+
Year
Treasury
(a)
UltraShort
Consumer
Discretionary
(a)
UltraShort
Consumer
Staples
(a)
UltraShort
Dow30
(a)
UltraShort
Energy
(a)
UltraShort
Financials
(a)
UltraShort
FTSE
China
50
(a)
UltraShort
FTSE
Europe
(a)
UltraShort
Health
Care
(a)
UltraShort
Industrials
(a)
UltraShort
Materials
(a)
UltraShort
MidCap400
(a)
UltraShort
MSCI
Brazil
Capped
(a)
UltraShort
MSCI
EAFE
(a)
UltraShort
MSCI
Emerging
Markets
(a)
UltraShort
MSCI
Japan
(a)
UltraShort
Nasdaq
Biotechnology
(a)
UltraShort
QQQ
(a)
UltraShort
QQQ
Mega
(c)
UltraShort
Real
Estate
(a)
UltraShort
Russell2000
(a)
UltraShort
S&P500
(a)
UltraShort
Semiconductors
(a)
UltraShort
SmallCap600
(a)
UltraShort
Technology
(a)
UltraShort
Utilities
(a)
390
::
MISC.
INFORMATION
PROSHARES
TRUST
Federal
Tax
Information 
Under
the
Jobs
and
Growth
Tax
Relief
Reconciliation
Act
of
2003
(the
“Act”),
the
percentages
of
ordinary
dividends
paid
during
the
tax
year
ended
October
31, 2025
are
designated
as
“qualified
dividend
income”
(QDI),
as
defined
in
the
Act,
subject
to
reduced
tax
rates
in
2024.
The
Funds
also
qualify
for
the
dividends
received
deduction
(DRD)
for
corporate
shareholders.
The
Funds
des-
ignated
up
to
the
maximum
amount
of
qualified
interest
income
(QII)
from
ordinary
distributions
paid
during
the
tax
year
ended
October
31,
2025.
Funds
with
Short-Term
Capital
Gain
Designation 
For
the
tax
year
ended
October
31,
2025,
the
Trust
does
not
have
any
ordinary
distributions
paid
during
the
Trust’s
tax
year
that
are
from
qualified
short-term
capital
gain.
The
Funds
designate
up
to
the
maximum
amount
of
Qualified
Short-Term
Gains.
Funds
with
Equalization
For
the
tax
year
ended
October
31,
2025,
the
following
Funds
utilized
equalization
to
offset
long-term
capital
gains
with
the
amounts
stated
below: 
Proxy
Voting
Information 
A
description
of
the
Trust’s
(1)
proxy
voting
policies,
(2)
proxy
voting
procedures
and
(3)
information
regarding
how
the
Trust
voted
any
proxies
related
to
portfolio
securities
for
the
prior
twelve-month
period
ended
June
30,
is
available
by
August
31
of
each
year,
without
charge,
upon
request
by
contacting
the
Fund
directly
at
1-866-PRO-5125
or
on
the
Securities
and
Exchange
Commission
(“SEC”)
Website
(http://www.sec.gov). 
Quarterly
Portfolio
Holdings
Information 
The
Funds
will
file
their
complete
schedule
of
portfolio
holdings
with
the
SEC
for
the
first
and
third
quarters
of
each
fiscal
year
on
Form
N-PORT.
The
Funds’
Form
N-PORT
will
be
available
on
the
SEC’s
Website
at
http://www.sec.gov.
The
Funds’
Form
N-PORT
may
also
be
reviewed
and
copied
at
the
SEC’s
Public
Reference
Room
in
Washington,
DC.
Information
on
the
operation
of
the
Pub-
lic
Reference
Room
may
be
obtained
by
calling
1-800-SEC-0330.
Premium/Discount
Information 
Information
about
the
differences
between
the
daily
market
price
on
the
secondary
markets
for
shares
of
a
Fund
and
the
Fund’s
net
asset
value
may
be
found
on
the
website
at
www.ProShares.com. 
Fund
Long-Term
Ultra
Dow30
SM
.....................................................
$418,091
Ultra
QQQ
®
.......................................................
$28,290,299
Ultra
S&P500
®
.....................................................
$48,438,573
UltraPro
QQQ
®
....................................................
$251,277,836
UltraPro
S&P500
®
..................................................
$36,202,642
Form
N-CSR
–
Items
8-11
(unaudited)
::
391
PROSHARES
TRUST
Item
8.
Changes
in
and
Disagreements
with
Accountants
for
Open-End
Management
Investment
Companies. 
None.
Item
9.
Proxy
Disclosures
for
Open-End
Management
Investment
Companies. 
The
initial
shareholder
of
ProShares
Ultra
QQQ
Mega
and
ProShares
UltraShort
QQQ
Mega
(on
June
6,
2025),
of
ProShares
Ultra
QQQ
Top
30
(as
of
August
12,
2025),
of
ProShares
Ultra
S&P
500
Equal
Weight
(as
of
August
20,
2025),
and
of
ProShares
Ultra
Plat-
inum
K-1
Free
ETF,
ProShares
Ultra
Palladium
K-1
Free
ETF,
and
ProShares
Ultra
Copper
K-1
Free
ETF
(on
April
20,
2026)
approved
by
written
consent
(i)
the
Investment
Advisory
Agreement
between
the
Registrant
and
ProShare
Advisors
LLC
with
respect
to
each
Fund;
(ii)
the
Rule
12b-1
Distribution
Plan
with
respect
to
each
Fund;
and
(iii)
the
Distribution
Agreement
between
the
Registrant
and
SEI
Investments
Distribution
Co.
with
respect
to
each
Fund,
each
as
previously
approved
by
the
Registrant’s
Board
of
Trustees
with
respect
to
each
Fund. 
Item
10.
Remuneration
Paid
to
Directors,
Officers,
and
Other
of
Open-End Management Investment
Companies. 
For
the period
ended
May
31,
2026,
the
aggregate
remuneration
the
Registrant
paid
the
directors,
all
members
of
any
advisory
board
and
any
officers
are
included
as
part
of
the
Financial
Statements
and
Financial
Highlights
for
Open-End
Management
In-
vestment
Companies
filed
under
Item
7
of
this
Form. 
Item
11.
Statement
Regarding
Basis
for
Approval
of
Investment
Advisory
Contract.
ProShares
Ultra
Copper
K-1
Free
ETF
ProShares
Ultra
Palladium
K-1
Free
ETF
ProShares
Ultra
Platinum
K-1
Free
ETF
(each,
a
“New
ETF”
and
collectively,
the
“New
ETFs”)
At
a
meeting
held
on
April
8,
2026,
the
Board
of
Trustees
(the
“Board”)
of
ProShares
Trust
(the
“Trust”)
considered
the
initial
approval
of
the
Investment
Advisory
Agreement
between
the
Trust
and
ProShare
Advisors
LLC
(the
“Advisor”)
with
respect
to
the
New
ETFs.
The
Independent
Trustees
consulted
with
independent
legal
counsel
concerning
their
responsibilities
under
state
and
federal
law
with
respect
to
their
consideration
of
the
approval
of
the
Investment
Advisory
Agreement
and
other
agreements
with
respect
to
the
New
ETFs.
The
Advisor,
in
consultation
with
the
Independent
Trustees,
retained
the
services
of
an
independent,
third-party
consultant
to
assist
in
selecting
a
universe
of
peer
group
funds
with
similar
investment
strategies,
as
well
as
to
help
them
in
eval-
uating
information
with
respect
to
certain
aspects
of
their
review,
including
their
review
of
the
reasonableness
of
fees
proposed
to
be
paid
by
the
New
ETFs.
It
was
noted
that
the
Independent
Trustees
requested,
and
the
Advisor
provided,
information
that
was
intended
to
assist
the
Trustees
in
evaluating
the
terms
of
the
Investment
Advisory
Agreement
with
respect
to
the
New
ETFs.
In
response
to
a
request
made
on
behalf
of
the
Independent
Trustees,
the
Advisor
provided
information
for
the
Board
to
consider
relating
to
the
approval
of
the
Investment
Advisory
Agreement,
including
information
that
addressed,
among
other
things:
(i)
the
nature,
extent,
and
quality
of
the
services
that
were
provided
or
proposed
to
be
provided
by
the
Advisor;
(ii)
the
costs
of
the
services
to
be
provided
and
the
profits
expected
to
be
realized
by
the
Advisor;
(iii)
the
investment
performance
of
the
Advisor;
(iv)
the
extent
to
which
economies
of
scale
might
be
realized
as
the
New
ETFs
grow
and
whether
fee
levels
reflect
economies
of
scale,
if
any,
for
the
benefit
of
New
ETF
shareholders;
and
(v)
other
benefits
to
the
Advisor
and/or
its
affiliates
from
the
relationship
to
the
New
ETFs.
It
was
noted
that
certain
of
this
information
had
previously
been
provided
as
part
of
the
Advisor’s
15(c)
response
materials
in
connection
with
the
annual
contract
renewal
(15(c))
meeting
held
on
September
29,
2025.
In
response
to
the
request
made
on
behalf
of
the
Independent
Trustees,
the
Advisor
also
provided
information
and
reports
rel-
evant
to
the
approval
of
the
Investment
Advisory
Agreement,
including,
among
other
things:
(i)
information
about
the
advisory
services
to
be
provided
by
the
Advisor
with
respect
to
the
New
ETFs;
(ii)
the
Advisor’s
Form
ADV;
(iii)
biographies
of
the
employees
of
the
Advisor
who
would
be
primarily
responsible
for
providing
investment
advisory
services
to
the
New
ETFs;
(iv)
information
regarding
the
proposed
contractual
fees
with
respect
to
the
New
ETFs;
(v)
comparative
industry
fee
data;
(vi)
information
regard-
ing
the
Advisor’s
trade
allocation
and
best
execution
policies
and
procedures;
(vii)
information
about
the
financial
condition
of
the
Advisor;
(viii)
information
regarding
how
the
Advisor
expects
to
monitor
the
New
ETFs’
compliance
with
regulatory
require-
ments
and
Trust
procedures;
and
(ix)
the
Advisor’s
reputation,
expertise
and
resources.
The
Independent
Trustees
met
in
Executive
Session
with
Independent
Trustee
Counsel
to
discuss
and
evaluate
the
information
provided
by
the
Advisor
and
the
independent
consultant.
392
::
Form
N-CSR
–
Items
8-11
(unaudited)
PROSHARES
TRUST
In
considering
whether
to
approve
the
Investment
Advisory
Agreement,
the
Board
did
not
identify
any
particular
information
that
was
most
relevant
and
each
Trustee
may
have
afforded
different
weight
to
the
various
factors.
Nature,
Extent
and
Quality
of
the
Advisor’s
Services
The
Board
reviewed
the
nature,
extent
and
quality
of
the
investment
advisory
services
to
be
performed
by
the
Advisor
with
respect
to
the
New
ETFs.
The
Board
focused
on
the
quality
of
the
personnel
and
operations
at
the
Advisor
and
the
systems
and
processes
required
to
manage
the
New
ETFs
effectively.
Among
other
things,
the
Board
considered
the
following:
the
investment
objective
of
each
New
ETF
and
the
Advisor’s
description
of
the
skills
needed
to
manage
the
New
ETFs;
the
key
features
of
the
New
ETFs,
including
the
investment
strategies
of
the
New
ETFs,
as
well
as
the
Advisor’s
capabili-
ties
to
manage
the
New
ETFs
and
develop
creation
and
redemption
baskets;
the
size
and
experience
of
the
Advisor's
portfolio
management
staff
and
the
Advisor’s
ability
to
recruit,
train
and
retain
personnel
with
relevant
experience
and
the
specific
expertise
necessary
to
manage
the
New
ETFs;
the
structure
of
the
portfolio
management
staff
compensation
program
and
the
incentives
it
is
intended
to
provide;
the
collateral,
credit
and
cash
management
functions
at
the
Advisor;
the
Advisor’s
development
of
investment
strategies,
including
those
involving
the
use
of
complex
financial
instruments
and
processes
that
maximize
the
Funds’
ability
to
meet
their
stated
investment
objectives
and
minimize
counterparty
risk;
the
Advisor’s
ability
to
monitor
compliance
with
the
U.S.
Securities
and
Exchange
Commission’s
liquidity
rule,
deriva-
tives
rule
and
valuation
requirements,
among
other
applicable
regulatory
requirements;
a
continued
investment
in
personnel
and
technology
by
the
Advisor
that
would
generally
improve
capacity
and
efficien-
cy;
information
regarding
allocation
of
existing
Fund
brokerage
and
the
selection
of
counterparties
for
the
existing
Funds’
portfolio
transactions;
and
Advisor’s
ability
to
manage
the
New
ETFs
in
a
tax
efficient
manner,
which
is
more
challenging
for
Geared
ETFs
than
for
traditional
ETFs.
The
Board
considered
that
the
Advisor
will
oversee
the
operations
of
the
New
ETFs,
including
oversight
of
the
New
ETFs’
service
providers,
and
will
provide
compliance
services
to
the
New
ETFs.
Based
upon
its
review,
the
Board,
including
all
of
the
Independent
Trustees,
concluded
with
respect
to
each
New
ETF
that
(i)
the
investment
advisory
services
to
be
provided
by
the
Advisor
with
respect
to
the
New
ETF
were
expected
to
be
of
high
quality,
and
(ii)
it
was
generally
satisfied
with
the
nature,
quality
and
extent
of
services
expected
to
be
provided
to
the
New
ETF.
Comparison
of
Services
and
Fees
At
the
request
of
the
Independent
Trustees,
the
Advisor
presented
information
about
the
fairness
and
reasonableness
of
the
in-
vestment
advisory
fees
payable
to
the
Advisor
in
light
of
the
investment
advisory
services
to
be
provided
to
the
New
ETFs
by
or
at
the
expense
of
the
Advisor,
the
costs
of
these
services
and
the
comparability
to
the
fees
paid
by
other
investment
companies
offering
strategies
similar
in
nature
and
extent
and
sharing
similar
pricing
characteristics
to
the
New
ETFs.
This
information
included
comparative
fee
information
prepared
by
an
independent,
third-party
consultant.
The
Board
discussed
the
methodology
used
to
prepare
the
comparative
fee
data
for
the
New
ETFs
and
the
potential
limitations
of
such
data.
The
Advisor
also
presented
information
about
the
significant
drivers
of
cost,
as
well
as
the
impact
of
certain
costs
on
fees
and
expenses
directly
related
to
the
investment
strategy
of
the
New
ETFs.
The
Board
considered
the
merits
of
the
proposed
investment
advisory
fee
and
the
related
agreements.
The
Board
reviewed
information
prepared
by
the
independent
consultant
comparing
management
fee
and
expense
information
for
the
New
ETFs
to
that
of
peer
groups
of
funds
(the
“Peer
Groups”)
determined
by
the
consultant
as
well
as
to
the
relevant
fund
category
determined
by
the
consultant.
The
Board
reviewed
Peer
Groups
and
category
information
prepared
by
the
consultant
comparing
the
contractual
advisory
fee
rate
to
be
paid
by
the
New
ETFs
to
other
funds
with
investment
objectives
most
similar
to
the
New
ETFs.
The
Board
noted
the
challenges
in
compiling
the
Peer
Groups
because
there
are
so
few,
if
any,
directly
comparable
funds.
Notwithstanding
these
challenges,
the
Board
found
the
comparative
information
it
received
to
be
useful
in
its
evaluation
of
the
reasonableness
of
the
Advisor’s
proposed
fees.
The
Board
also
considered
the
proposed
fee
waiver,
reimbursement
and/or
expense
limitation
arrangements
for
the
New
ETFs.
Form
N-CSR
–
Items
8-11
(unaudited)
::
393
PROSHARES
TRUST
The
Board
recognized
the
challenges
in
comparing
fees
across
fund
complexes
because
there
may
be
variations
in
the
services
that
are
included
in
the
fees
paid
by
other
funds.
The
Board
concluded
that
each
New
ETF’s
advisory
fee
rate
was
fair
and
reason-
able
given
the
services
proposed
to
be
provided
and
the
fees
charged
by
other
funds
in
the
Peer
Groups.
The
Board
considered
the
fee
structures
of
other
Funds
in
the
ProShares
Trust/ProFunds
fund
complex
and
noted
that
certain
geared
Funds
that
track
single
stocks
have
adopted
a
similar
advisory
fee
structure.
Profitability
The
Board
noted
that
the
New
ETFs
had
not
yet
started
operations,
so
it
could
not
yet
evaluate
the
Advisor’s
profitability
related
to
the
New
ETFs.
It
was
noted
that
each
year,
as
part
of
its
annual
contract
renewal
process,
the
Trustees
discuss
the
Advisor’s
prof-
itability,
including
the
methodology
used
in
the
Advisor’s
profitability
analysis,
and
receive
information
provided
by
the
Advisor
relating
to
its
financial
condition
and
overall
profitability
related
to
its
management
of
the
Funds
in
the
fund
complex.
The
Board
considered
and
discussed
with
representatives
of
the
Advisor
the
significant
drivers
of
cost
incurred
by
or
expected
to
be
incurred
by
the
Advisor
in
managing
the
New
ETFs,
including,
but
not
limited
to,
employee
compensation,
information
tech-
nology,
intellectual
capital,
regulatory
compliance
and
entrepreneurial
risk,
and
considered
the
costs
that
investors
likely
would
incur
if
they
independently
sought
to
achieve
the
objectives
of
the
New
ETFs.
Investment
Performance
of
the
Funds
and
the
Advisor
The
Trustees
noted
that
the
New
ETFs
had
not
yet
commenced
operations
and,
therefore,
there
was
no
performance
information
for
the
New
ETFs
to
consider.
The
Trustees
noted,
however,
the
Advisor’s
performance
record
in
managing
other
ETFs
that
seek
a
multiple
or
inverse
multiple
of
the
performance
of
a
single
security
or
securities
index.
Economies
of
Scale
The
Board
considered
each
New
ETF’s
proposed
fee
arrangements
with
the
Advisor.
The
Board
considered
that
each
New
ETF
will
pay
the
Advisor
an
annual
investment
advisory
fee
of
0.75%
of
average
daily
net
assets,
and
that,
pursuant
to
a
contractual
three-
year
waiver,
the
Advisor
has
agreed
to
reduce
each
New
ETF’s
annual
investment
advisory
fee
by
0.05%
on
assets
in
excess
of
$4.0
billion
up
to
$5.5
billion,
0.10%
on
assets
in
excess
of
$5.5
billion
up
to
$7.0
billion,
0.15%
on
assets
in
excess
of
$7.0
billion
up
to
$8.5
billion,
and
0.20%
on
assets
in
excess
of
$8.5
billion.
The
Board
also
considered
the
proposed
advisory
fee
waiver
and/or
expense
reimbursement
arrangements
for
the
New
ETFs,
under
which
the
Advisor
will
waive
fees
and/or
reimburse
expenses
to
the
extent
total
annual
fund
operating
expenses,
before
fee
waivers
and
expense
reimbursements,
as
a
percentage
of
average
daily
net
assets,
exceed
95
basis
points
(0.95%)
of
a
New
ETF.
Other
Benefits
The
Board
considered
the
Advisor’s
non-advisory
management
services,
including
those
to
be
performed
under
a
separate
Man-
agement
Services
Agreement.
The
Board
also
considered
the
fact
that
shareholders
of
“geared
funds”
(such
as
the
New
ETFs)
tend
to
be
active
traders,
which
adds
a
level
of
complexity
to
the
management
of
those
funds
because
the
Advisor
must
account
for
significant
flows
of
assets
in
and
out
of
such
funds.
The
Board
also
considered
any
indirect,
or
“fall-out,”
benefits
to
the
Advisor
or
its
affiliates
to
be
derived
from
the
relationship
to
the
New
ETFs
and
concluded
that
such
benefits
were
not
material
to
their
considerations.
Conclusions
The
Board,
including
all
of
the
Independent
Trustees,
concluded
that
it
was
in
the
best
interests
of
each
New
ETF
and
its
prospec-
tive
shareholders
to
approve
the
Investment
Advisory
Agreement
and
that
the
terms
of
the
Investment
Advisory
Agreement
for
each
New
ETF
were
fair
and
reasonable.
This
report
is
submitted
for
the
general
information
of
the
shareholders
of
ProShares.
It
is
not
authorized
for
distribution
to
prospective
investors
unless
preceded
or
accompanied
by
a
current
prospectus.
To
obtain
the
most
recent
month
end
performance
information
for
each
ETF,
visit
ProShares.com.
“QQQ”,
“Nasdaq-100
®
”
and
“Nasdaq
Biotechnology
Index
®
”
are
trademarks
of
The
Nasdaq
OMX
Group,
Inc.
“Standard
&
Poor’s
®
”,
“S&P
®
”,
“S&P
500
®
”,
“S&P
MidCap
400
®
”,
“S&P
SmallCap
600
®
”,
“Standard
&
Poor’s
500
®
”,
certain
“S&P
Select
Industry
Indices”,
“Dow
Jones
Index”,
“DJ”,
“Dow
Jones
Industrial
Average
SM
”,
“The
Dow
30
SM
”,
“Dow
Jones
U.S.
Sector
Indexes”,
“Dow
Jones
Select
Sector
Indexes”
are
products
of
S&P
Dow
Jones
Indices
LLC
and
its
affiliates.
The
“Russell
2000
®
Index”
and
“Russell
®
”
are
trademarks
of
Russell
Investment
Group.
“MSCI”,
“MSCI
Inc.”,
“MSCI
Index”
and
“EAFE”
are
service
marks
of
MSCI.
“ICE
U.S.
7-10
Year
Bond
Index
TM
”
and
“ICE
U.S.
20+
Year
Bond
Index
TM
”
are
trademarks
of
Intercontinental
Exchange,
Inc.
“iBoxx
®
”
is
a
registered
trademark
of
Markit
Indices
Limited.
All
have
been
licensed
for
use
by
ProShares.
“S&P
®
”
is
a
registered
trademark
of
Standard
&
Poor’s
Financial
Services
LLC
(“S&P”)
and
“Dow
Jones
®
”
is
a
registered
trademark
of
Dow
Jones
Trademark
Holdings
LLC
(“Dow
Jones”)
and
have
been
licensed
for
use
by
S&P
Dow
Jones
Indices
LLC
and
its
affiliates.
“FTSE
®
”
is
a
trademark
of
the
London
Stock
Exchange
plc
and
The
Financial
Times
Limited
and
is
used
by
FTSE
International
Limited
(“FTSE”)
under
license.
ProShares
have
not
been
passed
on
by
these
entities
or
their
subsidiaries
or
affiliates
as
to
their
legality
or
suitability.
ProShares
are
not
sponsored,
endorsed,
sold
or
promoted
by
these
entities
or
their
subsidiaries
or
affiliates,
and
they
make
no
representation
regarding
the
advisability
of
investing
in
ProShares
.
THESE
ENTITIES
AND
THEIR
SUBSIDIARIES
AND
AFFILIATES
MAKE
NO
WARRANTIES
AND
BEAR
NO
LIABILITY
WITH
RESPECT
TO
PROSHARES.
©
2026
ProShare
Advisors
LLC.
All
rights
reserved. 
PSGAN0526
ProShares
Trust
7272
Wisconsin
Avenue,
21st
Floor,
Bethesda,
MD
20814
866.PRO.5125
866.776.5125
ProShares.com
Item 12. Disclosure Of Proxy Voting Policies And Procedures For Closed-End Management Investment Companies.
Not applicable to the Registrant.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to the Registrant.
Item 14. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to the Registrant.
Item 15. Submission of Matters to a Vote of Security Holders.
The Registrant did not have in place procedures by which shareholders may recommend nominees to the Registrant’s board of trustees.
Item 16. Controls and Procedures.
(a)           The Registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the Registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s Rules and Forms.
(b)           There were no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable to the Registrant.
Item 18. Recovery of Erroneously Awarded Compensation.
(a)           Not applicable.
(b)           Not applicable.
Item 19. Exhibits.
(a)(1)      The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.
(a)(2)      Not applicable.
(a)(3)      Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(4)      Not applicable.
(a)(5)      Not applicable.
(b)           Certification required by Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto.