PROSHARES
TRUST
Distributor:
SEI
Investments
Distribution
Co.
SEMIANNUAL
REPORT
NOVEMBER
30,
2023
Short
7-10
Year
Treasury
TBX
Short
20+
Year
Treasury
TBF
Short
Dow30
SM
DOG
Short
Financials
SEF
Short
FTSE
China
50
YXI
Short
High
Yield
SJB
Short
MidCap400
MYY
Short
MSCI
EAFE
EFZ
Short
MSCI
Emerging
Markets
EUM
Short
QQQ
PSQ
Short
Real
Estate
REK
Short
Russell2000
RWM
Short
S&P500
®
SH
Short
SmallCap600
SBB
Ultra
7-10
Year
Treasury
UST
Ultra
20+
Year
Treasury
UBT
Ultra
Communication
Services*
LTL
Ultra
Consumer
Discretionary*
UCC
Ultra
Consumer
Staples*
UGE
Ultra
Dow30
SM
DDM
Ultra
Energy*
DIG
Ultra
Financials*
UYG
Ultra
FTSE
China
50
XPP
Ultra
FTSE
Europe
UPV
Ultra
Health
Care*
RXL
Ultra
High
Yield
UJB
Ultra
Industrials*
UXI
Ultra
Materials*
UYM
Ultra
MidCap400
MVV
Ultra
MSCI
Brazil
Capped
UBR
Ultra
MSCI
EAFE
EFO
Ultra
MSCI
Emerging
Markets
EET
Ultra
MSCI
Japan
EZJ
Ultra
Nasdaq
Biotechnology*
BIB
Ultra
Nasdaq
Cloud
Computing*
SKYU
Ultra
Nasdaq
Cybersecurity*
UCYB
Ultra
QQQ
QLD
Ultra
Real
Estate*
URE
Ultra
Russell2000
UWM
Ultra
S&P500
®
SSO
Ultra
Semiconductors
USD
Ultra
SmallCap600
SAA
Ultra
Technology*
ROM
Ultra
Utilities*
UPW
UltraPro
Dow30
SM
*
UDOW
UltraPro
MidCap400*
UMDD
UltraPro
QQQ*
TQQQ
UltraPro
Russell2000*
URTY
UltraPro
S&P500
®
*
UPRO
UltraPro
Short
20+
Year
Treasury*
TTT
UltraPro
Short
Dow30
SM
*
SDOW
UltraPro
Short
MidCap400*
SMDD
UltraPro
Short
QQQ*
SQQQ
UltraPro
Short
Russell2000*
SRTY
UltraPro
Short
S&P500
®
*
SPXU
UltraShort
7-10
Year
Treasury*
PST
UltraShort
20+
Year
Treasury*
TBT
UltraShort
Consumer
Discretionary*
SCC
UltraShort
Consumer
Staples*
SZK
UltraShort
Dow30
SM
*
DXD
UltraShort
Energy*
DUG
UltraShort
Financials*
SKF
UltraShort
FTSE
China
50
FXP
UltraShort
FTSE
Europe
EPV
UltraShort
Health
Care*
RXD
UltraShort
Industrials*
SIJ
UltraShort
Materials*
SMN
UltraShort
MidCap400*
MZZ
UltraShort
MSCI
Brazil
Capped
BZQ
UltraShort
MSCI
EAFE
EFU
UltraShort
MSCI
Emerging
Markets
EEV
UltraShort
MSCI
Japan
EWV
UltraShort
Nasdaq
Biotechnology*
BIS
UltraShort
QQQ*
QID
UltraShort
Real
Estate*
SRS
UltraShort
Russell2000
TWM
UltraShort
S&P500
®
*
SDS
UltraShort
Semiconductors
SSG
UltraShort
SmallCap600*
SDD
UltraShort
Technology*
REW
UltraShort
Utilities*
SDP
*
A
claim
of
exemption
pursuant
to
the
Commodity
Futures
Trading
Commission
(“CFTC”)
Rule
4.7
has
been
made
by
the
Investment
Adviser
with
respect
to
these
funds.
The
exemption
relieves
these
funds
of
certain
disclosure
and
reporting
obligations
under
the
commodity
pool
rules
of
the
CFTC.
TABLE
OF
CONTENTS
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Table
of
Contents
I
Shareholder
Letter
III
Allocation
Of
Portfolio
Holdings
&
Index
Composition
LII
Expense
Examples
1
Schedule
of
Portfolio
Investments
142
Statements
of
Assets
and
Liabilities
160
Statements
of
Operations
178
Statements
of
Changes
in
Net
Assets
206
Financial
Highlights
249
Notes
to
Financial
Statements
279
Liquidity
Risk
Management
Program
280
Board
Approval
of
Investment
Advisory
Agreement
284
Miscellaneous
Information
PROSHARES.COM
::
I
::
I
DEAR
SHAREHOLDER:
Sentiments
seem
to
have
become
more
positive
over
the
re-
porting
period,
though
some
concerns
about
inflation,
the
po-
tential
for
recession,
and
other
market
headwinds
continue
to
linger.
ProShares
is
committed
to
helping
you,
our
investors,
meet
these
challenging
times
by
providing
an
innovative
array
of
products
and
services
designed
to
help
you
meet
your
objec-
tives
under
a
range
of
conditions.
Following
is
the
ProShares
Trust
Semiannual
Report
for
the
six
months
ended
November
30,
2023.
Interest
Rates
Remain
High
Amid
Moderating
Inflation
Moderating
but
still
elevated
inflation
and
the
possibility
of
recession
continued
to
dominate
economic
policymaking
over
the
past
six
months.
In
the
United
States,
the
Federal
Reserve
continued
to
tighten
monetary
policy
at
the
beginning
of
the
period,
raising
its
short-term
rate
to
a
target
range
of
between
5.25%
and
5.5%
at
its
July
meeting.
Since
then,
however,
the
Fed
has
left
rates
unchanged,
communicating
that
it
will
“let
the
data
reveal
the
appropriate
path”
before
it
decides
whether
to
begin
lowering
rates.
The
picture
was
similar
outside
the
United
States.
The
Euro-
pean
Central
Bank
(ECB)
and
Bank
of
England
raised
interest
rates
through
the
summer
but
have
since
left
them
on
hold.
ECB
President
Christine
Lagarde
has
commented
that
rates
will
stay
high
for
“as
long
as
necessary”
to
beat
back
inflation.
The
Bank
of
Japan,
which
continued
to
hold
its
short-term
rate
at
-0.1%,
remains
the
lone
exception
in
the
developed
world.
A
Tale
of
Two
Markets:
Volatility,
Then
Recovery
In
terms
of
market
performance,
the
period
can
be
roughly
divided
into
two
segments.
Through
the
end
of
the
summer,
most
asset
classes
and
financial
markets
experienced
volatil-
ity
as
investors
tried
to
navigate
elevated
interest
rates,
high
bond
yields,
and
a
resilient
U.S.
labor
market.
Since
then,
many
markets
have
rallied,
netting
positive
returns
for
the
period.
In
the
United
States,
the
large-cap
S&P
500
®
rose
10.2%,
and
the
Dow
Jones
Industrial
Average
®
climbed
10.5%.
The
technology-
and
growth-stock-heavy
Nasdaq-100
Index
also
posted
strong
returns,
gaining
12.4%.
Midsize
and
smaller
company
stocks
posted
weaker
but
still-positive
results
for
the
period:
The
S&P
MidCap
400
®
climbed
7.4%,
and
the
small-cap
Russell
2000
®
Index
rose
4.2%.
Nine
of
the
S&P
Sectors
and
Industry
Indi-
ces
posted
gains,
with
the
strongest
performers
being
finan-
cials
(14.1%),
technology
(13.3%),
and
communication
services
(12.6%).
Utilities
(-1.7%)
and
consumer
staples
(-1.3%)
declined
for
the
period.
Most
international
equity
markets
also
posted
positive
results
for
the
period,
though
not
as
strong
as
U.S.
domestic
markets.
The
MSCI
EAFE
Index
®
,
which
tracks
developed
markets
out-
side
North
America,
rose
5.1%,
while
the
MSCI
Emerging
Mar-
kets
Index
®
gained
4.6%.
The
MSCI
Europe
Index
®
climbed
5.3%,
and
the
MSCI
Japan
Index
®
rose
6.2%.
The
notable
excep-
tion
to
this
positive
performance
was
China,
as
the
FTSE
China
50
®
declined
2.2%.
Bonds
generated
mixed
performance
over
the
period.
The
Bloomberg
U.S.
Aggregate
Bond
Index
was
roughly
flat,
losing
0.8%.
Longer
duration
meant
weaker
returns:
The
Ryan
Labs
Treasury
5-Year
Index
gained
2.3%,
but
the
10-
and
30-Year
In-
dexes
lost
3.5%
and
9.4%,
respectively.
High-yield
corporate
bonds,
as
measured
by
the
Markit
iBoxx
$
Liquid
High
Yield
Index,
gained
5.4%,
while
their
investment-grade
peers
gained
1.0%.
U.S.
Economy
Shows
Continued
Resilience
Fears
of
recession
remained
unrealized
during
the
period,
and
the
potential
for
a
soft
landing
seemed
to
grow.
While
U.S.
real
GDP
growth
slowed
slightly
in
the
second
quarter
of
2023,
third-quarter
growth
came
in
strong
at
5.2%.
The
U.S.
unem-
ployment
rate
ticked
up
slightly
through
the
fall,
but
it
remains
low
at
3.7%.
The
Bloomberg
Dollar
Spot
Index
was
roughly
flat
for
the
period,
declining
0.6%.
Investors
Find
Opportunities
Amid
Complex
Markets
As
markets
responded
to
an
array
of
challenges
over
the
past
six
months—including
uncertainty
around
the
forward
path
of
interest
rates
and
new
outbreaks
of
geopolitical
conflict—Pro-
Shares
investors
found
pockets
of
opportunity
in
the
tactical
deployment
of
our
inverse
and
leveraged
ETFs.
Amid
market
II
::
PROSHARES.COM
::
I
volatility
earlier
in
the
reporting
period,
particularly
among
small-
and
mid-cap
firms,
inverse
strategies
indexed
to
those
markets
gave
investors
the
opportunity
to
hedge
their
portfo-
lios
against
declines.
And
in
the
latter
part
of
the
period,
lever-
aged
strategies,
particularly
those
focused
on
technology,
may
also
have
benefited.
In
addition,
ProShares
Trust
continued
to
innovate
for
investors
during
the
period
by
offering
a
new
geared
strategy
for
participating
in
the
cryptocurrency
mar-
ket.
Overall,
net
flows
into
ProShares
increased
by
4.5%
during
the
reporting
period.
Many
investors
turn
to
ProShares
ETFs
for
access
to
a
breadth
of
investment
choices
across
diverse
market
segments,
en-
abling
them
to
adapt
their
investments
to
their
latest
market
views.
We
thank
you
for
the
trust
and
confidence
you
have
placed
in
us
by
choosing
ProShares,
and
we
appreciate
the
op-
portunity
to
continue
serving
your
investment
needs.
Sincerely,
Michael
L.
Sapir
Chairman
of
the
Board
of
Trustees
ALLOCATION
OF
PORTFOLIO
HOLDINGS
&
INDEX
COMPOSITION
::
NOVEMBER
30,
2023
(UNAUDITED)
::
III
PROSHARES
TRUST
ALLOCATION
OF
PORTFOLIO
HOLDINGS
&
INDEX
COMPOSITION
IV
::
NOVEMBER
30,
2023
(UNAUDITED)
::
Allocation
of
Portfolio
Holdings
&
Index
Composition
PROSHARES
TRUST
ProShares
Short
7-10
Year
Treasury
(Ticker:
TBX) 
ProShares
Short
7-10
Year
Treasury
(the
“Fund”)
seeks
daily
investment
results,
before
fees
and
expenses,
that
correspond
to
the
inverse
(-1x)
of
the
daily
performance
of
the
ICE
U.S.
Treasury
7-10
Year
Bond
Index
(the
“Index”).
The
Fund
does
not
seek
to
achieve
the
inverse
(-1x)
of
the
daily
performance
of
the
Index
(the
“Daily
Target”)
for
any
period
other
than
a
day.
 While
the
Fund
has
a
daily
investment
objective,
you
may
hold
Fund
shares
for
longer
than
one
day
if
you
believe
doing
so
is
consistent
with
your
goals
and
risk
tolerance.
For
holding
periods
other
than
a
day,
your
return
may
be
higher
or
lower
than
the
Daily
Target
and
this
difference
may
be
significant.
The
Index
is
constructed
and
maintained
by
ICE
Data
Indices,
LLC.
The
Index
includes
public-
ly-issued
U.S.
Treasury
securities
that
have
a
remaining
maturity
greater
than
or
equal
to
seven
years
and
less
than
or
equal
to
ten
years
and
have
$300
million
or
more
of
outstanding
face
value,
excluding
amounts
held
by
the
Federal
Reserve.
In
addition,
the
securities
in
the
Underlying
Index
must
be
fixed
rate
and
denominated
in
U.S.
dollars.
Excluded
from
the
Underlying
Index
are
inflation-linked
securities,
Treasury
bills,
cash
management
bills,
any
government
agency
debt
issued
with
or
without
a
govern-
ment
guarantee
and
zero
coupon
issues
that
have
been
stripped
from
coupon-paying
bonds.
The
Underlying
Index
is
market
value
weighted,
and
the
securities
in
the
Underlying
Index
are
updated
on
the
last
business
day
of
each
month. 
Allocation
of
Portfolio
Holdings
&
Index
Composition
as
of
11/30/23
ProShares
Short
20+
Year
Treasury
(Ticker:
TBF) 
ProShares
Short
20+
Year
Treasury
(the
“Fund”)
seeks
daily
investment
results,
before
fees
and
expenses,
that
correspond
to
the
inverse
(-1x)
of
the
daily
performance
of
the
ICE
U.S.
Treasury
20+
Year
Bond
Index
(the
“Index”).
The
Fund
does
not
seek
to
achieve
the
inverse
(-1x)
of
the
daily
performance
of
the
Index
(the
“Daily
Target”)
for
any
period
other
than
a
day.
 While
the
Fund
has
a
daily
investment
objective,
you
may
hold
Fund
shares
for
longer
than
one
day
if
you
believe
doing
so
is
consistent
with
your
goals
and
risk
tolerance.
For
holding
periods
other
than
a
day,
your
return
may
be
higher
or
lower
than
the
Daily
Target
and
this
difference
may
be
significant.
The
Index
is
constructed
and
maintained
by
ICE
Data
Indices,
LLC.
The
Index
includes
public-
ly-issued
U.S.
Treasury
securities
that
have
a
remaining
maturity
greater
than
or
equal
to
twenty
years
and
have
$300
million
or
more
of
outstanding
face
value,
excluding
amounts
held
by
the
Federal
Reserve.
In
addition,
the
securities
in
the
Underlying
Index
must
be
fixed-rate
and
denominated
in
U.S.
dollars.
Excluded
from
the
Underlying
Index
are
inflation-linked
securities,
Treasury
bills,
cash
management
bills,
any
government
agency
debt
issued
with
or
without
a
government
guarantee
and
zero
coupon
issues
that
have
been
stripped
from
coupon-paying
bonds.
The
Underlying
Index
is
market
value
weighted
and
the
securities
in
the
Un-
derlying
Index
are
updated
on
the
last
business
day
of
each
month. 
Allocation
of
Portfolio
Holdings
&
Index
Composition
as
of
11/30/23
Market
Exposure
Investment
Type
A
%
of
Net
Assets
A
Swap
Agreements
(9
9
%)
Futures
Contracts
(2%)
Total
Exposure
(10
1
%)
"Market
Exposure"
includes
the
values
of
total
investments
(including
the
contract
value
of
any
derivatives)
and
excludes
any
short-term
investments
and
cash
equivalents.
ICE
U.S.
Treasury
7-1Fultra
co0
Year
Bond
Index
Composition
%
of
Index
7-10
Year
U.S.
Treasury
100.0%
Market
Exposure
Investment
Type
A
%
of
Net
Assets
A
Swap
Agreements
(100%)
Futures
Contracts
(1%)
Total
Exposure
(101%)
"Market
Exposure"
includes
the
values
of
total
investments
(including
the
contract
value
of
any
derivatives)
and
excludes
any
short-term
investments
and
cash
equivalents.
ICE
U.S.
Treasury
20+
Year
Bond
Index
Composition
%
of
Index
20+
Year
U.S.
Treasury