Big Data Refiners ETF DAT

Decline of the Retail Store ETF EMTY

DJ Brookfield Global Infrastructure ETF TOLZ

Equities for Rising Rates ETF EQRR

Global Listed Private Equity ETF PEX

Hedge Replication ETF HDG

High Yield–Interest Rate Hedged HYHG

Inflation Expectations ETF RINF

Investment Grade–Interest Rate Hedged IGHG

K-1 Free Crude Oil Strategy ETF* OILK

Large Cap Core Plus CSM

Long Online/Short Stores ETF CLIX

Merger ETF MRGR

Metaverse ETF VERS

MSCI EAFE Dividend Growers ETF EFAD

MSCI Emerging Markets Dividend Growers ETF EMDV

MSCI Europe Dividend Growers ETF EUDV

MSCI Transformational Changes ETF ANEW

Nanotechnology ETF TINY

Nasdaq-100 Dorsey Wright Momentum ETF QQQA

On-Demand ETF OND

Online Retail ETF ONLN

Pet Care ETF PAWZ

Russell 2000 Dividend Growers ETF SMDV

Russell U.S. Dividend Growers ETF TMDV

S&P 500^® Bond ETF SPXB

S&P 500^® Dividend Aristocrats ETF NOBL

S&P 500^® Ex-Energy ETF SPXE

S&P 500^® Ex-Financials ETF SPXN

S&P 500^® Ex-Health Care ETF SPXV

S&P 500^® Ex-Technology ETF SPXT

S&P Global Core Battery Metals ETF ION

S&P Kensho Cleantech ETF CTEX

S&P Kensho Smart Factories ETF MAKX

S&P MidCap 400^® Dividend Aristocrats ETF REGL

S&P Technology Dividend Aristocrats ETF TDV

Smart Materials ETF TINT

Supply Chain Logistics ETF SUPL

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Even though sentiments seem to have become more positive over the past 12 months, lingering concerns about inflation and other market headwinds are still causing uncertainty. 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 objectives under a range of conditions. Following is the ProShares Trust Annual Report for the 12 months ended May 31, 2023.

Global Interest Rates Increase as Policymakers Fight Inflation

Concerns about persistently high inflation and the possibility of recession have dominated economic policymaking over the past 12 months. In the United States, the Federal Reserve continued to tighten monetary policy throughout the period, raising its short-term rate to a target range of between 5% and 5.25%. In fact, through the end of 2022, the Fed hiked rates at the fastest pace since the 1980s, which pushed borrowing costs to their highest levels since 2008. The Fed finally began to moderate the pace of its rate hikes in February 2023 and in May indicated that it will pause hikes heading into the summer. It did not, however, go so far as to suggest easing is imminent.

The picture was similar outside the United States. The European Central Bank (ECB), the Bank of England, and other central banks raised interest rates over the period, with ECB President Christine Lagarde commenting that rates would need to remain "sustainably high" in order to win the fight against inflation. The Bank of Japan, which continued to hold its short-term rate at -0.1%, was 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 halves. Through the end of 2022, most asset classes and financial markets experienced volatility. As inflation began to moderate in 2023 and investors anticipated that the Fed's rate hike campaign could be winding down, a number of markets demonstrated strong performance. In the U.S., the large-cap S&P 500^® rose 2.9%, and the Dow^® rose 2.0% for the period. The tech- and growth-stock-heavy Nasdaq-100 Index^® posted even greater returns amid the Fed's slowdown rate hikes, gaining 13.8%. Midsize and smaller company stocks were more vulnerable to the Fed's interest rate actions and posted weaker results in 2023: The S&P MidCap 400^® lost 2.6% over the period, and the small-cap Russell 2000 Index^® dropped 4.7%. Eight of the Dow Jones U.S. Industry Index sectors fell, with the weakest performers being telecom (-19.7%), real estate (-14.3%), and basic materials (-10.4%). The three positive-performing sectors were technology (18.9%), consumer services (3.0%), and industrials (0.9%).

International equity markets also posted mixed results for the period. The MSCI EAFE Index^® , which tracks developed markets outside North America, rose 3.1%, while the MSCI Emerging Markets Index fell by 8.5%. The FTSE China 50 Index^® dropped by 16.7% as Chinese equities struggled with the transition out of COVID-19 lockdowns. The MSCI Europe Index^® rose 4.7%.

Bonds were down or flat over the full 12 months. In the first half of the period, they extended declines from earlier in 2022 as inflation and central bank tightening continued to override many investors' "flight-to-quality" instincts during times of uncertainty. They did, however, recoup some of those losses in early 2023. The Bloomberg Barclays U.S. Aggregate Bond Index dropped 2.1%, and the Ryan Labs Treasury 30-Year and 10-Year Indexes lost 10.8% and 3.2%, respectively. Investment-grade corporate bonds, as measured by the Markit iBoxx $ Liquid Investment Grade Index, declined 2.1%, while their high-yield peers lost 0.7%.

U.S. Economy Shows Signs of Resilience

Despite a number of economic and political headwinds, the U.S. economy demonstrated resilience over the past 12 months. U.S. real GDP increased 2.6% in the fourth quarter of 2022 and 1.3% in the first quarter of 2023, defying fears of an anticipated recession. While unemployment ticked up slightly to 3.7% in May 2023, the U.S. unemployment rate remains low. The Bloomberg Dollar Spot Index rose 1.6% over the full period.

Investors Find Opportunities Amid Complex Markets

As markets responded to an array of challenges over the past 12 months — including geopolitical conflict, banking sector instability, and political uncertainty regarding the debt ceiling — ProShares investors found potential opportunities across a range of strategies. In particular, the potentially all-weather characteristics of dividend growth strategies, which focus on quality companies with long track records of consistently increasing their dividends, provided investors with some degree of shelter in an unpredictable market. Net flows into ProShares increased by 6.2% overall during the reporting period.

A notable new opportunity for investors, ProShares launched the S&P Global Core Battery Metals ETF (ION) in November of 2022. Amid the rising global demand for lithium-ion batteries, ION is the first ETF to invest only in companies mining battery metals. It provides investors with exposure to the companies supplying the lithium, nickel, and cobalt crucial to meet this growing demand for batteries.

During uncertain times, many investors turn to ProShares ETFs for a breadth of investment choices across diverse market segments, enabling 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 opportunity to continue serving your investment needs.

Sincerely,

Michael L. Sapir
Chairman of the Board of Trustees

Investment Strategies and Techniques — Strategic Funds:

Thirty seven (37) ProShares Strategic exchange-traded funds ("ETFs") were in existence for the entire period covered by this annual report and one ProShares Strategic ETF was launched during this period (each ProShares Strategic ETF, a "Fund" and, collectively, the "Funds").

Certain Funds are designed to match, before fees and expenses, the performance of an underlying index¹ both on a single day and over time (each a "Matching Fund" and, collectively, the "Matching Funds").²

ProShares Decline of the Retail Store ETF (EMTY) seeks capital appreciation from the decline of bricks and mortar retailers through short exposure (-1x) to the index. The Fund seeks daily investment results, before fees and expenses, that correspond to the performance of a daily benchmark that is the inverse (-1x) of its underlying index for a single day, not for any other period. This means that the Fund seeks investment results for a single day only, as measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation, not for longer periods. The return of the Fund for a period longer than a single day will be the result of each day's returns compounded over the period, which will very likely differ from the inverse (-1x) of the return of the Fund's index for that period. During periods of higher market volatility, the volatility of the Fund's index may affect the Fund's return as much as or more than the return of the index.

ProShare Advisors LLC ("PSA"), the Funds' investment adviser, uses a passive approach in seeking to achieve the investment objective of each Matching Fund and ProShares Decline of the Retail Store ETF (EMTY). Using this approach, PSA determines the type, quantity and mix of investment positions that a Matching Fund and ProShares De- cline of the Retail Store ETF (EMTY) should hold to approximate the daily performance of its index.

When managing the Matching Funds and ProShares Decline of the Retail Store ETF (EMTY), PSA does not invest the assets of the Funds in securities or financial instruments based on its view of the investment merit of a particular security, instrument, or company. In addition, PSA does not conduct conventional investment research or analysis; forecast market movements, trends or market conditions; or take defensive positions in managing assets of the Matching Funds and ProShares Decline of the Retail Store ETF (EMTY).

ProShares Long Online/Short Stores ETF (CLIX), ProShares Large Cap Core Plus (CSM), ProShares Decline of the Retail Store ETF (EMTY), ProShares Hedge Replication ETF (HDG), ProShares High Yield-Interest Rate Hedged (HYHG), ProShares Investment Grade-Interest

Rate Hedged (IGHG), ProShares Merger ETF (MRGR), and ProShares Inflation Expectations ETF (RINF) make significant use of investment techniques that may be considered aggressive, including the use of swap agreements, credit default swaps, futures contracts, forward contracts, and similar instruments (collectively, "derivatives"). Funds using derivatives are exposed to risks different from, or possibly greater than, the risks associated with investing directly in securities, including one or more of the following: counterparty risk (i.e., the risk that a counterparty is unable or unwilling to make timely payments to meet its contractual obligations) on the amount a Fund expects to receive from a derivatives counterparty, liquidity risk (i.e., the risk that a 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 PSA), and with respect to the Matching Funds and ProShares Decline of the Retail Store ETF (EMTY) increased correlation risk (i.e., the risk that a Fund may not be able to achieve a high degree of correlation with its index or the inverse thereof). If a counterparty becomes bankrupt, or fails to perform its obligations, the value of an investment in a Fund may decline. With respect to swaps and forward contracts, the Funds seek to mitigate counterparty risk by generally requiring derivatives counterparties to post collateral for the benefit of each Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owes the Fund, subject to certain minimum thresholds. The Funds primarily enter into derivatives with counterparties that are major global financial institutions. Any costs associated with using derivatives will have the effect of lowering a Fund's return.

Factors that Materially Affected the Performance of Each Fund during the Year Ended May 31, 2023³:

Primary factors affecting Fund performance, before fees and expenses, include the following: the total return of the securities and derivatives (if any) held by a Fund, including the performance of the reference assets to which any derivatives are linked, financing rates paid or earned by a Fund associated with cash and, in certain cases, derivative positions; stock dividends, premiums and bond yields paid or earned by a Fund (including those included in the total return of derivatives contracts); the types of derivative contracts (if any) used by a Fund and their correlation to the relevant index or asset fees, expenses, and transaction costs; the volatility of a Fund's index (and its impact on compounding); and other miscellaneous factors.

• Index Performance: The performance of each Matching Fund's index and ProShares Decline of the Retail Store ETF's index and, in turn,

1 The term "index" as used herein includes the Merrill Lynch Factor Model-Exchange Series benchmark.

2 As of May 31, 2023, the Matching Funds are: ProShares DJ Brookfield Global Infrastructure ETF (TOLZ); ProShares Global Listed Private Equity ETF (PEX); ProShares Large Cap Core Plus (CSM); ProShares S&P 500 Dividend Aristocrats ETF (NOBL); ProShares S&P MidCap 400 Dividend Aristocrats ETF (REGL); ProShares Russell 2000 Dividend Growers ETF (SMDV); ProShares MSCI EAFE Dividend Growers ETF (EFAD); ProShares High Yield-Interest Rate Hedged (HYHG); ProShares Investment Grade-Interest Rate Hedged (IGHG);; ProShares Hedge Replication ETF (HDG); ProShares Merger ETF (MRGR); ProShares S&P 500 Ex-Energy ETF (SPXE); ProShares S&P 500 Ex-Financials ETF (SPXN); ProShares S&P 500 Ex-Technology ETF (SPXT); ProShares S&P 500 Ex-Health Care ETF (SPXV); ProShares MSCI Emerging Markets Dividend Growers ETF (EMDV); ProShares MSCI Europe Dividend Growers ETF (EUDV); ProShares Inflation Expectations ETF (RINF); ProShares Equities for Rising Rates ETF (EQRR); ProShares Long Online/Short Stores ETF (CLIX); ProShares S&P 500 Bond ETF (SPXB); ProShares Online Retail ETF (ONLN); ProShares Russell U.S. Dividend Growers ETF (TMDV), ProShares S&P 500 Technology Dividend Aristocrats ETF (TDV), ProShares K-1 Free Crude Oil Strategy ETF (OILK), ProShares MSCI Transformational Changes ETF (ANEW), ProShares S&P Kensho Cleantech ETF (CTEX), ProShares Big Data Refiners ETF (DAT), ProShares S&P Kensho Smart Factories ETF (MAKX), ProShares On-Demand ETF (OND), ProShares Smart Materials ETF (TINT), ProShares Nanotechnology ETF (TINY), ProShares Metaverse ETF (VERS), ProShares Supply Chain Logistics ETF (SUPL), ProShares Nasdaq-100 Dorsey Wright Momentum ETF (QQQA), ProShares Pet Care ETF (PAWZ) and ProShares S&P Global Core Battery Metals ETF (ION).

3 Past performance is not a guarantee of future results.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: MAY 31, 2023 :: III

the factors and market conditions affecting that index are principal factors driving Fund performance.⁴

• Compounding of Daily Returns and Volatility: ProShares Decline of the Retail Store ETF (EMTY) seeks daily investment results, before fees and expenses, that correspond to the performance of a daily benchmark that is the inverse (-1x) of its underlying index for a single day only, not for any other period. For longer periods, performance may be greater than or less than the inverse of the Fund's index performance over the period, before fees and expenses. This is due to the effects of compounding, which exists in all investments, but has a more significant impact on a geared fund. In general, during periods of higher index volatility, compounding will cause the Fund's performance for periods longer than a single day to be more or less than the inverse (-1x) of the return of the index. This effect becomes more pronounced as volatility increases. Conversely, in periods of lower index volatility (particularly when combined with higher index returns), the Fund's returns over longer periods can be higher than the inverse (-1x) of the return of the index. Actual results for a particular period, before fees and expenses, are also dependent on the following factors: a) period of time; b) financing rates associated with derivatives; c) other Fund expenses; d) dividends paid with respect to the securities in the index, e) the index's volatility; and f) the index's performance. Longer holding periods, higher index volatility and inverse exposure each exacerbates the impact of compounding on the Fund's performance. During periods of higher index volatility, the volatility of the Fund's index may affect the Fund's return as much as or more than the return of its index. Daily volatility for the U.S. equity markets increased from a year ago. The volatility for the S&P 500 for the year ended May 31, 2023, was 20.93%, which increased from the prior year's volatility of 18.10%. The volatility of the Fund's index was 24.78%.

Financing Rates Associated with Derivatives: The performance of Funds that use derivatives was impacted by the related financing costs. Financial instruments such as futures contracts carry implied financing costs. Forward and swap financing rates are negotiated between the Funds and their counterparties, and are set at the Fed Funds rate ("FEDL01") plus or minus a negotiated spread. The Fed Funds rate appreciated from 0.83% to 5.08% during the fiscal year. Each Fund with long exposure via derivatives was generally negatively affected by financing rates. Conversely, most Funds with short/inverse derivative exposure generally benefited from financing rates.

• Stock Dividends and Bond Yields: The performance of Funds that provide long exposure was positively impacted by capturing the dividend, premium or income yield of the underlying assets to which they have exposure. The performance of Funds that provide inverse exposure was negatively impacted by virtue of effectively having to pay out the dividend, premium or income yield (or a multiple thereof, as applicable) associated with the assets to which they have short exposure.

• Fees, Expenses, and Transaction Costs: Fees and expenses are listed in the financial statements of each Fund and, with the exception of certain of the Matching Funds, may generally be higher and thus have a more negative impact on Fund performance compared to many traditional index-based funds. Transaction costs are not reflected in the Funds' expense ratio. Transaction costs are generally higher for Funds whose indexes are more volatile, that seek to return the inverse of its index's return, that invest in foreign securities, and for Funds that hold or have exposure to assets that are comparatively less liquid than assets held by other Funds. Daily repositioning of the portfolio of ProShares Decline of the Retail Store ETF (EMTY) to maintain exposure consistent with its investment objective and high levels of shareholder creation and redemption activity may lead to commensurate increases in portfolio transactions and transaction costs, which negatively impact the Fund's daily NAV.

• Miscellaneous factors: Each Fund holds a mix of securities and/or derivatives that is designed to provide returns that seek to achieve its investment objective. Certain Matching Funds and ProShares Decline of the Retail Store ETF (EMTY) may obtain exposure to only a representative sample of the securities of their index and may not have investment exposure to all securities of the index or may have weightings that are different from that of its index. Certain Match- ing Funds and ProShares Decline of the Retail Store ETF (EMTY) may also obtain exposure to securities not contained in their respec- tive index or in financial instruments. ProShares Decline of the Re- tail Store ETF (EMTY) may obtain exposure to securities not contained in its index or in financial instruments with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of its index.

In addition, certain Matching Funds invested in swap agreements that were based on ETFs that are designed to track the performance of the Fund's index rather than swap agreements that were based on the Fund's index. Because the closing price of an ETF may not perfectly track the performance of its index, there are deviations between the return of a swap whose reference asset is an ETF and the return of a swap based directly on the Fund's index. Thus, the performance of a Fund investing significantly in swap agreements based on an ETF may correlate less with its index than a Fund investing in swap agreements based directly on the Fund's index.

ProShares Big Data Refiners ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FactSet Big Data Refiners Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of 11.32%¹. For the same period, the Index had a total return of 11.52%² and a volatility of 39.32%. For the period, the Fund had an average daily volume of 1,554 shares.

The Fund invests in financial instruments that ProShare Advisors LLC (the "Advisor") believes, in combination, should track the performance of the Index. The Index is owned and administered by FactSet Research Systems, Inc. (the "Index Provider"). The Index consists of companies that provide analytics and infrastructure for managing and extracting information from large data sets. The Index includes companies whose principal business is the provision of analytics, software, hardware and other computing infrastructure for managing and extracting information from large structured and unstructured data sets, as determined by the Index methodology. In order to be included in the Index, a company must be included in at least one of nine FactSet^®Revere Business Industry Classification System Sub-Industries ("RBICS Sub-Industries") that the Index Provider has identified as big data related. The nine eligible RBICS Sub-Industries are: Business Intelligence Software, Business Intelligence/Data Warehousing Consulting, Customer Service Software, Data Storage Infrastructure Software, Enterprise Middleware Software, Government and Public Service Industry Software, Information Storage Systems, Network Administration Software and Peripheral and Other Commerce Equipment Makers. The Index is reconstituted and rebalanced semiannually in June and December.

Cumulative Total Return as of 5/31/23

	One Year			Since Inception (9/29/21)
ProShares Big Data Refiners ETF		11.32	%		-21.15	%
FactSet Big Data Refiners Index		11.52	%		-32.42	%

Expense Ratios**

Fund				Gross				Net
ProShares Big Data Refiners ETF					0.58	%			0.58	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

Largest Equity Holdings

Company	% of Net Assets
Palantir Technologies, Inc., Class A		7.3	%
MongoDB, Inc., Class A		7.0	%
Confluent, Inc., Class A		5.4	%
Teradata Corp.		5.1	%
Dynatrace, Inc.		5.0	%

FactSet Big Data Refiners
Index – Composition

	% of Index
Information Technology		98.9	%
Consumer Discretionary		1.1	%

FactSet Big Data Refiners
Index – Country

	% of Index
United States		94.1	%
Israel		3.7	%
Canada		1.5	%
United Kingdom		0.7	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance current to the most recent month please visit www.ProShares.com.

1 Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability of investors to reinvest fractional shares are not reflected in the calculations.

2 The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: BIG DATA REFINERS ETF DAT :: V

ProShares Decline of the Retail Store ETF (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the SolactiveProShares Bricks and Mortar Retail Store Index (the "Index") for a single day, not for any other period. For the year ended May 31, 2023, the Fund had a total return of 4.95%¹. For the same period, the Index had a total return of –5.71%² and a volatility of 24.78%. For the period, the Fund had an average daily volume of 34,333 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Funds' investment objective. The Index is constructed and maintained by Solactive AG. The Index seeks to measure the performance of publicly traded "bricks and mortar" retail companies whose retail revenue is derived principally from in-store sales. Short exposure may be attractive to investors who believe bricks and mortar stores face threats from ongoing trends, such as the growth of online shopping and markets oversaturated with stores. Companies must derive more than 50% of their global revenues from retail operations and more than 75% of their retail revenues from in-store sales to be included in the Index. In addition a company must be domiciled in the US; its securities must be listed on a U.S. stock exchange and must meet certain liquidity and market capitalization requirements. The Index includes only U.S. companies. The Index is rebalanced monthly to equal weight and reconstituted in June each year.

During the year ended May 31, 2023, the Fund invested in swap agreements as a substitute for investing directly in or taking short positions in the securities of the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Since Inception (11/14/17)
ProShares Decline of the Retail Store ETF		4.95	%		-12.77	%		-14.14	%
Solactive-ProShares Bricks and Mortar Retail Store Index		-5.71	%		6.92	%		8.95	%

Expense Ratios**

Fund				Gross				Net
ProShares Decline of the Retail Store ETF					0.65	%			0.65	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

VI :: EMTY DECLINE OF THE RETAIL STORE ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Since Inception (3/25/14)
ProShares DJ Brookfield Global Infrastructure ETF		-9.44	%		4.58	%		4.34	%
Dow Jones Brookfield Global Infrastructure Composite Index		-9.88	%		4.22	%		3.98	%

Expense Ratios**

Fund				Gross				Net
ProShares DJ Brookfield Global Infrastructure ETF					0.46	%			0.46	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

Market Exposure

Investment Type	% of Net Assets
Equity Securities		90	%
Closed End Funds		1	%
Master Limited Partnership		8	%
Total Exposure		99	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Enbridge, Inc.		6.4	%
American Tower Corp.		5.6	%
Vinci SA		5.4	%
National Grid plc		4.8	%
TC Energy Corp.		3.5	%

Dow Jones Brookfield Global Infrastructure Composite Index – Composition

	% of Index
Oil & Gas Storage & Transportation		35.3	%
Electricity Transmission & Distribution		19.6	%
Communications		13.9	%
Master Limited Partnerships		8.7	%
Diversified		8.6	%
Water		5.3	%
Airports		4.3	%
Toll Roads		3.9	%
Ports		0.4	%

Dow Jones Brookfield Global Infrastructure Composite Index – Country

	% of Index
United States		49.0	%
Canada		15.9	%
United Kingdom		7.1	%
France		6.5	%
Spain		6.1	%
Australia		3.8	%
Italy		2.8	%
China		2.2	%
Hong Kong		1.7	%
Japan		1.3	%
Mexico		1.3	%
New Zealand		0.6	%
Belgium		0.4	%
Switzerland		0.3	%
Brazil		0.3	%
Netherlands		0.2	%
Luxemburg		0.2	%
Germany		0.2	%
Singapore		0.1	%

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: DJ BROOKFIELD GLOBAL INFRASTRUCTURE ETF TOLZ :: VII

ProShares Equities for Rising Rates ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Nasdaq U.S. Large Cap Equities for Rising Rates Index (the "Index"). The goal of the Index is to provide relative outperformance, as compared to traditional large-cap indexes, during periods of rising U.S. Treasury rates. For the year ended May 31, 2023, the Fund had a total return of –13.98%¹. For the same period, the Index had a total return of –13.77%² and a volatility of 26.82%. For the period, the Fund had an average daily volume of 10,762 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The goal of the Index is to provide relative outperformance, as compared to traditional large-cap indexes, during periods of rising U.S. Treasury rates. The Index is constructed and maintained by Nasdaq, Inc. (the "Index Provider). The component securities of the Index are selected by the Index Provider from a universe of the 500 largest companies (based on market capitalization) listed on U.S. stock exchanges. The Index consists of 50 companies whose stock prices historically have tended to outperform the Universe during periods of rising interest rates.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Since Inception (7/24/17)
ProShares Equities for Rising Rates ETF		-13.98	%		0.60	%		4.44	%
Nasdaq U.S. Large Cap Equities for Rising Rates Index		-13.77	%		0.96	%		4.82	%

Expense Ratios**

Fund				Gross				Net
ProShares Equities for Rising Rates ETF					0.35	%			0.35	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

Largest Equity Holdings

Company	% of Net Assets
Hess Corp.		3.1	%
EOG Resources, Inc.		3.0	%
Targa Resources Corp.		3.0	%
Marathon Oil Corp.		3.0	%
Ovintiv, Inc.		3.0	%

Nasdaq U.S. Large Cap Equities for Rising Rates Index – Composition

	% of Index
Financials		25.77	%
Industrials		16.33	%
Basic Materials		18.65	%
Energy		28.72	%
Consumer Staples		10.53	%

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

VIII :: EQRR EQUITIES FOR RISING RATES ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Global Listed Private Equity ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the LPX Direct Listed Private Equity Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of –2.95%¹. For the same period, the Index had a total return of –2.59%² and a volatility of 22.68%. For the period, the Fund had an average daily volume of 2,693 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, published by LPX AG ("LPX"), consists of up to 30 qualifying listed private equity companies. A listed private equity company is an eligible candidate for the Index if its direct private equity investments, as well as cash and cash equivalent positions and post-Initial Public Offering listed investments, represent more than 80% of the total assets of the company.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Ten Years
ProShares Global Listed Private Equity ETF		-2.95	%		1.91	%		5.21	%
LPX Direct Listed Private Equity Index		-2.59	%		2.37	%		5.65	%

Expense Ratios**

Fund				Gross				Net
ProShares Global Listed Private Equity ETF					3.49	%			2.81	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. Contractual fee waivers are in effect through September 30, 2023. See Financial Highlights for effective expense ratios.

Largest Equity Holdings

Company	% of Net Assets
3i Group plc		11.2	%
Ares Capital Corp.		10.0	%
FS KKR Capital Corp.		8.8	%
Kinnevik AB, Class B		5.9	%
Eurazeo SE		5.2	%

LPX Direct Listed Private Equity
Index – Country

	% of Index
United States		54.4	%
United Kingdom		12.6	%
France		10.2	%
Guernsey		6.3	%
Sweden		5.5	%
Switzerland		4.9	%
Canada		4.3	%
Germany		0.9	%
Belgium		0.9	%

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: GLOBAL LISTED PRIVATE EQUITY ETF PEX :: IX

ProShares Hedge Replication ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Merrill Lynch Factor Model^® — Exchange Series (the "Benchmark"). For the year ended May 31, 2023, the Fund had a total return of 0.97%¹. For the same period, the Benchmark had a total return of 1.81%² and a volatility of 5.80%. For the period, the Fund had an average daily volume of 4,925-shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Benchmark. The Benchmark, sponsored by Merrill Lynch International, seeks to provide the risk and return characteristics of the hedge fund asset class by targeting a high correlation to the HFRI Fund Weighted Composite Index (the "HFRI"). The HFRI is designed to reflect hedge fund industry performance through an equally weighted composite of over 2000 constituent funds. In seeking to maintain a high correlation with the HFRI, the Benchmark utilizes a synthetic model to establish, each month, weighted long or short (or, in certain cases, long or flat) positions in six underlying factors ("Factors"). The Factors that comprise the Benchmark are (1) the S&P 500 Total Return Index, (2) the MSCI EAFE US Dollar Net Total Return Index, (3) the MSCI Emerging Markets US Dollar Net Total Return Index, (4) the Russell 2000 Total Return Index, (5) three-month U.S. Treasury Bills, and (6) the ProShares UltraShort Euro ETF.

During the year ended May 31, 2023, the Fund invested in swap agreements and futures contracts as a substitute for investing directly in or taking short positions in the Factors of the Benchmark. These derivatives generally tracked the performance of the underlying benchmark and the Fund was generally negatively affected from financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Ten Years
ProShares Hedge Replication ETF		0.97	%		1.61	%		1.96	%
Merrill Lynch Factor Model — Exchange Series		1.81	%		2.63	%		2.96	%

Expense Ratios**

Fund				Gross				Net
ProShares Hedge Replication ETF					1.82	%			0.95	%

Market Exposure

Investment Type	% of Net Assets
Equity Securities		15	%
Swap Agreements (Long)		15	%
Swap Agreements (Short)		(3	%)
Futures Contracts		(5	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Super Micro Computer, Inc.		0.1	%
Shockwave Medical, Inc.		0.1	%
Inspire Medical Systems, Inc.		0.1	%
Apellis Pharmaceuticals, Inc.		0.1	%
EMCOR Group, Inc.		0.1	%

Merrill Lynch Factor Model – Exchange Series – Composition

	% of Benchmark
On-The-Run Treasury		70.9	%
Russell 2000® Total Return Index		15.6	%
PSA-EAFE Index		7.8	%
PSA-EM Index		6.3	%
EUO Intraday Indicative Value		2.3	%
S&P 500® Total Return Index		(2.9	%)

1 Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2 The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Benchmark. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Benchmark calculation. It is not possible to invest directly in the Benchmark.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

X :: HDG HEDGE REPLICATION ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares High Yield-Interest Rate Hedged (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE High Yield (Treasury Rate-Hedged) Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of 3.03%¹. For the same period, the Index had a total return of 1.13%² and a volatility of 9.24%. For the period, the Fund had an average daily volume of 13,834 shares.

The Fund invests in a combination of financial instruments that the Advisor believes should track the performance of the Index. The Index is comprised of (a) long positions in USD denominated high yield corporate bonds ("high yield bonds") and (b) short positions in U.S. Treasury notes or bonds, in aggregate, of the approximate equivalent duration to the high yield bonds. Currently, the bonds eligible for inclusion in the Index include high yield bonds that are issued by companies domiciled in the U.S. and Canada, and that: are fixed rate and non-convertible (including callable bonds); have a maximum rating of Ba1/BB+ and minimum rating of Ca/C by both Moody's Investors Service, Inc and Standard and Poor's Financial Services, LLC; and are subject to minimum issue outstanding, minimum time-to-maturity and maximum-time from issuance criteria. The Index is constructed and maintained by FTSE International Limited.

During the year ended May 31, 2023, the Fund invested in futures contracts as a substitute for taking short positions in Treasury Securities. These derivatives generally tracked the performance of their underlying index.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Ten Years
ProShares High Yield-Interest Rate Hedged		3.03	%		3.08	%		2.55	%
FTSE High Yield (Treasury Rate-Hedged) Index		1.13	%		3.02	%		3.04	%

Expense Ratios**

Fund				Gross				Net
ProShares High Yield-Interest Rate Hedged					0.50	%			0.50	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

1 Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2 The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: HIGH YIELD—INTEREST RATE HEDGED HYHG :: XI

ProShares Inflation Expectations ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE 30-Year TIPS (Treasury Rate-Hedged) Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of 1.05%¹. For the same period, the Index had a total return of –3.45%² and a volatility of 16.84%. For the period, the Fund had an average daily volume of 32,869 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index tracks the performance of (i) long positions in the most recently issued 30-year Treasury Inflation-Protected Securities ("TIPS") and (ii) duration-adjusted short positions in U.S. Treasury bonds of, in aggregate, approximate equivalent duration dollars to the TIPS. The Index serves a third position, which is a cash equivalent security that represents the repo rate earned on the short position. The Index is designed to measure the performance of the Break Even Rate of Inflation (BEI). The Index is constructed and maintained by FTSE International Limited.

During the year ended May 31, 2023, the Fund invested in swap agreements as a substitute for investing directly in or taking short positions in the fixed income securities underlying the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's Advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Ten Years
ProShares Inflation Expectations ETF		1.05	%		4.66	%		0.35	%
FTSE 30-Yr Tips (Treasury Rate-Hedged) Index		-3.45	%		3.44	%		1.64	%

Expense Ratios**

Fund				Gross				Net
ProShares Inflation Expectations ETF					0.97	%			0.30	%

1 Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XII :: RINF INFLATION EXPECTATIONS ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Investment Grade-Interest Rate Hedged (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE Corporate Investment Grade (Treasury Rate-Hedged) Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of 4.81%¹. For the same period, the Index had a total return of 3.37%² and a volatility of 4.90%. For the period, the Fund had an average daily volume of 55,882 shares.

The Fund invests in a combination of financial instruments that the Advisor believes should track the performance of the Index. The Index is comprised of (a) long positions in USD-denominated investment grade corporate bonds issued by both U.S. and foreign domiciled companies; and (b) short positions in U.S. Treasury notes or bonds, in aggregate, of the approximate equivalent duration to the investment grade bonds. Currently, the bonds eligible for inclusion in the Index include all investment grade bonds that are issued by U.S. and internationally domiciled companies that: are fixed rate, fixed-to-floating rate, or zero coupon; have a minimum rating of Baa3/BBB- by both Moody's Investors Service, Inc. and Standard and Poor's Financial Services, LLC; have a minimum face amount outstanding of $1 billion; and have at least five and a half (5.5) years until maturity. The Index is constructed and maintained by FTSE International Limited.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Since Inception (11/5/13)
ProShares Investment Grade-Interest Rate Hedged		4.81	%		2.49	%		2.26	%
FTSE Corporate Investment Grade (Treasury Rate-Hedged) Index		3.37	%		2.31	%		2.36	%

Expense Ratios**

Fund				Gross				Net
ProShares Investment Grade-Interest Rate Hedged					0.30	%			0.30	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

2 The Index is a total return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees, are not reflected in the Index calculation. It is not possible to invest directly in the Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: INVESTMENT GRADE—INTEREST RATE HEDGED IGHG :: XIII

ProShares K-1 Free Crude Oil Strategy ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Bloomberg Commodity Balanced WTI Crude Oil Index^SM (the "Index"). For the year ended May 31, 2023, the Fund had a total return of –27.17%¹. For the same period, the Index had a total return of –27.67%² and a volatility of 35.34%. For the period, the Fund had an average daily volume of 49,131 shares.

The Fund generally will not invest directly in WTI crude oil futures. The Fund expects to gain exposure to these investments by investing a portion of its assets in the ProShares Cayman Crude Oil Strategy Portfolio, a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the "Subsidiary"). The Subsidiary is advised by the Fund's Advisor and invests directly in WTI crude oil futures. Unlike the Fund, the Subsidiary is not an investment company registered under the Investment Company Act of 1940. The Fund's investment in the Subsidiary is intended to provide the Fund with exposure to commodity markets in accordance with applicable rules and regulations. The Fund will generally limit investments in the Subsidiary to 25% but it may exceed that amount if the Advisor believes doing so is in the best interest of the Fund, such as to help achieve the Fund's investment objective or increase the tax efficiency of the Fund.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Since Inception (9/26/16)
ProShares K-1 Free Crude Oil Strategy ETF		-27.17	%		-8.12	%		-2.48	%
Bloomberg Commodity Balanced WTI Crude Oil Index		-27.67	%		5.45	%		8.49	%

Expense Ratios**

Fund				Gross				Net
ProShares K-1 Free Crude Oil Strategy ETF					0.71	%			0.71	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

1 Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2 The total return and any graph or table reflect the returns and interest earned on hypothetical fully collateralized contract positions on the commodities included in the Benchmark (WTI). The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Benchmark calculation. It is not possible to invest directly in the Benchmark.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XIV :: OILK K-1 Free Crude Oil Strategy ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Large Cap Core Plus (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Credit Suisse 130/30 Large Cap Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of –3.02%¹. For the same period, the Index had a total return of –2.31%² and a volatility of 21.54%. For the period, the Fund had an average daily volume of 17,860 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index is designed to replicate an investment strategy that establishes either long or short positions in the stocks of 500 leading large-cap U.S. companies by applying a rules-based ranking and weighting methodology. The Index intends to provide a representation of a quantitatively constructed 130/30 U.S. large cap equity strategy. This results in the Index having total long exposure of 130% and total short exposure of 30% at each monthly reconstitution date.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Ten Years
ProShares Large Cap Core Plus		-3.02	%		8.59	%		11.06	%
Credit Suisse 130/30 Large Cap Index		-2.31	%		9.33	%		11.75	%

Expense Ratios**

Fund				Gross				Net
ProShares Large Cap Core Plus					0.45	%			0.45	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

Market Exposure

Investment Type	% of Net Assets
Equity Securities		94	%
Swap Agreements (Long)		35	%
Swap Agreements (Short)		(29	%)
Net Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		5.2	%
Microsoft Corp.		4.8	%
Amazon.com, Inc.		1.9	%
NVIDIA Corp.		1.6	%
Alphabet, Inc., Class A		1.2	%

Credit Suisse 130/30 Large Cap
Index – Composition

	% of Index
Information Technology		28.9	%
Health Care		14.1	%
Financials		12.1	%
Industrials		10.9	%
Consumer Discretionary		9.0	%
Communication Services		7.6	%
Consumer Staples		5.4	%
Real Estate		4.5	%
Energy		4.0	%
Utilities		2.2	%
Materials		1.3	%

1 Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2 The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: LARGE CAP CORE PLUS CSM :: XV

ProShares Long Online/Short Stores ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the ProShares Long Online/Short Stores Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of –11.99%¹. For the same period, the Index had a total return of –12.26%² and a volatility of 34.40%. For the period, the Fund had an average daily volume of 3,262 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index is constructed and maintained by Solactive AG. The Index consists of long positions in the online retailers included in the ProShares Online Retail Index and short positions in the "bricks and mortar" retailers included in the Solactive-ProShares Bricks and Mortar Retail Store Index.

During the year ended May 31, 2023, the Fund invested in swap agreements as a substitute for investing directly in or taking short positions in the securities of the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Since Inception (11/14/17)
ProShares Long Online/ Short Stores ETF		-11.99	%		-7.22	%		-3.30	%
ProShares Long Online/ Short Stores Index		-12.26	%		-6.94	%		-3.00	%

Expense Ratios**

Fund				Gross				Net
ProShares Long Online/Short Stores ETF					0.65	%			0.65	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

Largest Equity Holdings

Company	% of Net Assets
Amazon.com, Inc.		22.1	%
Alibaba Group Holding Ltd. (ADR)		10.5	%
eBay, Inc.		5.8	%
PDD Holdings, Inc. (ADR)		4.3	%
Sea Ltd. (ADR)		3.9	%

ProShares Long Online/Short Stores Index – Composition

	% of Index
Consumer Discretionary		64.9	%
Health Care		1.2	%
Consumer Staples		0.2	%
Materials		(1.4	%)
Communication Services		(14.9	%)

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XVI :: CLIX LONG ONLINE/SHORT STORES ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Merger ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P^® Merger Arbitrage Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of –4.01%¹. For the same period, the Index had a total return of –3.05%² and a volatility of 3.98%. For the period, the Fund had an average daily volume of 9,245 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index seeks to produce consistent, positive returns in virtually all market environments, although there are no assurances it will achieve this result. The Index, created by Standard & Poor's^®, is comprised of a maximum of 80 companies, including up to 40 companies that are currently targets in merger deals, which are represented by long positions in the Index, and up to 40 companies that are acquirers for the same stock merger deals, which are represented by short positions in the Index. The Index includes a cash component, which earns the three-month U.S. Treasury Bill rate. The Index also includes a Treasury bill component which constitutes the remainder of the Index when net exposure from included Deals is less than 100%.

During the year ended May 31, 2023, the Fund invested in swap agreements and forward currency contracts as a substitute for investing directly in or taking short positions in the securities of the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively impacted by financing rates associated with swap agreements. The Fund entered into swap agreements with counterparties that the Fund's Advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Ten Years
ProShares Merger ETF		-4.01	%		2.23	%		0.77	%
S&P Merger Arbitrage Index		-3.05	%		3.17	%		1.75	%

Expense Ratios**

Fund				Gross				Net
ProShares Merger ETF					1.19	%			0.75	%

Market Exposure

Investment Type	% of Net Assets
Equity Securities		74	%
Master Limited Partnership		2	%
Swap Agreements (Long)		13	%
Swap Agreements (Short)		(29	%)
Forward Currency Contracts		(7	%)

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any short-term investments and cash equivalents.

Largest Equity Holdings

Company	% of Net Assets
VMware, Inc., Class A		2.8	%
Desktop Metal, Inc., Class A		2.8	%
Prometheus Biosciences, Inc.		2.7	%
Heska Corp.		2.6	%
Univar Solutions, Inc.		2.6	%

S&P Merger Arbitrage
Index – Composition

	% of Index
Health Care		32.2	%
Industrials		19.3	%
Consumer Discretionary		12.4	%
Information Technology		10.4	%
Materials		4.8	%
Financials		4.8	%
Communication Services		4.7	%
Utilities		4.6	%
Consumer Staples		3.8	%
Energy		3.1	%
Real Estate		(0.1	%)

Regional Exposure

	% of Index
United States		99.3	%
Australia		5.6	%
Denmark		(0.1	%)
Canada		(1.7	%)
Israel		(3.1	%)

1 Fund returns are based on the NAV of the Fund. This calculation reflects the theoretical reinvestment of distributions, if any, in the Fund as of the ex-date. The impact of transaction costs and the inability to reinvest fractional shares are not reflected in the calculations.

2 The Index is a price return index. The total return and any graph or table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of expenses associated with an exchange traded fund such as investment management and accounting fees are not reflected in the Index calculation. It is not possible to invest directly in an Index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: MERGER ETF MRGR :: XVII

ProShares Metaverse ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Solactive Metaverse Theme Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of 2.97%¹. For the same period, the Index had a total return of 3.24%² and a volatility of 37.44%. For the period, the Fund had an average daily volume of 1,105 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index is constructed and maintained by Solactive AG. The Index consists of companies that provide or use innovative technologies to offer products and services around the Metaverse. "Metaverse" is a term used to refer to a "digital world" or a future iteration of the internet. The Metaverse is characterized by virtual worlds that create a simulated environment — as well as augmented reality where the real-world environment is enhanced by computer generated sensory information. The Metaverse is expected to allow people to engage in new ways, such as through internet-based interactions, on-line gaming, and transactions. The Metaverse is enabled by several connected technologies such as virtual and augmented reality, digital environments, artificial intelligence and advanced computing. The Index is reconstituted and rebalanced semiannually in June and December. Security weights are allowed to fluctuate between rebalance dates.

Average Annual Total Return as of 5/31/23

	One Year			Since Inception (3/15/22)
ProShares Metaverse ETF		2.97	%		-7.06	%
Solactive Metaverse Theme Index		3.24	%		-6.69	%

Expense Ratios**

Fund				Gross				Net
ProShares Metaverse ETF					0.58	%			0.58	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

Largest Equity Holdings

Company	% of Net Assets
NVIDIA Corp.		5.2	%
Adobe, Inc.		4.6	%
Alphabet, Inc., Class A		4.6	%
Amazon.com, Inc.		4.5	%
Meta Platforms, Inc., Class A		4.5	%

Solactive Metaverse Theme
Index – Composition

Strategy	% of Index
Information Technology		58.8	%
Communication Services		24.5	%
Consumer Discretionary		10.6	%
Real Estate		4.3	%
Industrials		1.6	%
Health Care		0.2	%

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XVIII :: VERS METAVERSE ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares MSCI EAFE Dividend Growers ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the MSCI EAFE Dividend Masters Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of 1.00%¹. For the same period, the Index had a total return of 1.36%² and a volatility of 16.35%. For the period, the Fund had an average daily volume of 10,358 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by MSCI, targets companies that are currently members of the MSCI EAFE Index and have increased dividend payments each year for at least 10 years. The Index contains a minimum of 40 stocks, which are equally weighted. Generally, no single sector is allowed to comprise more than 30% of the Index's weight, and no single country is allowed to comprise more than 50% of the Index's weight.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Since Inception (8/19/14)
ProShares MSCI EAFE Dividend Growers ETF		1.00	%		1.31	%		1.22	%
MSCI EAFE Dividend Masters Index		1.36	%		1.77	%		1.71	%

Expense Ratios**

Fund				Gross				Net
ProShares MSCI EAFE Dividend Growers ETF					0.50	%			0.50	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

MSCI EAFE Dividend Masters
Index – Composition

	% of Index
Health Care		19.6	%
Industrials		18.1	%
Information Technology		14.1	%
Consumer Staples		11.5	%
Financials		8.3	%
Utilities		7.4	%
Materials		7.3	%
Real Estate		6.7	%
Consumer Discretionary		4.3	%
Communication Services		2.7	%

MSCI EAFE Dividend Masters
Index – Country

	% of Index
Japan		30.6	%
United Kingdom		16.1	%
Switzerland		11.9	%
Germany		8.8	%
Hong Kong		7.8	%
Australia		5.7	%
Denmark		4.8	%
Belgium		4.1	%
Netherlands		3.1	%
France		1.6	%
Spain		1.5	%
Ireland		1.5	%
Norway		1.3	%
Italy		1.2	%

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: MSCI EAFE DIVIDEND GROWERS ETF EFAD :: XIX

ProShares MSCI Emerging Markets Dividend Growers ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the MSCI Emerging Markets Dividend Masters Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of –6.75%¹. For the same period, the Index had a total return of –5.63%² and a volatility of 15.43%. For the period, the Fund had an average daily volume of 1,295 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by MSCI, targets companies that are currently members of the MSCI Emerging Markets Index and have increased dividend payments each year for at least 7 years. The Index contains a minimum of 40 stocks, which are equally weighted. Generally, no single sector is allowed to comprise more than 30% of the Index's weight, and no single country is allowed to comprise more than 50% of the Index's weight.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Since Inception (1/25/16)
ProShares MSCI Emerging Markets Dividend Growers ETF		-6.75	%		-2.13	%		4.31	%
MSCI Emerging Markets Dividend Masters Index		-5.63	%		-1.01	%		5.46	%

Expense Ratios**

Fund				Gross				Net
ProShares MSCI Emerging Markets Dividend Growers ETF					0.60	%			0.60	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

Largest Equity Holdings

Company	% of Net Assets
Interconexion Electrica SA ESP		2.8	%
ITC Ltd.		2.7	%
Tata Elxsi Ltd.		2.7	%
Infosys Ltd. (ADR)		2.7	%
China Longyuan Power Group Corp. Ltd., Class H		2.6	%

MSCI Emerging Markets Dividend Masters Index – Composition

	% of Index
Consumer Staples		18.0	%
Materials		16.4	%
Industrials		13.2	%
Utilities		11.6	%
Health Care		9.8	%
Financials		9.4	%
Information Technology		7.7	%
Communication Services		7.1	%
Consumer Discretionary		5.3	%
Real Estate		1.5	%

MSCI Emerging Markets Dividend Masters Index – Country

	% of Index
China		42.7	%
India		28.1	%
Mexico		8.5	%
Taiwan		7.6	%
Korea		5.1	%
Brazil		2.9	%
Colombia		2.7	%
Turkey		2.4	%

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XX :: EMDV MSCI EMERGING MARKETS DIVIDEND GROWERS ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares MSCI Europe Dividend Growers ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the MSCI Europe Dividend Masters Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of 2.96%¹. For the same period, the Index had a total return of 3.34%² and a volatility of 21.11%. For the period, the Fund had an average daily volume of 1,001 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by MSCI, targets companies that are currently members of the MSCI Europe Index and have increased dividend payments each year for at least 10 years. The Index contains a minimum of 25 stocks, which are equally weighted. Generally, no single sector is allowed to comprise more than 30% of the Index's weight, and no single country is allowed to comprise more than 50% of the Index's weight.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Since Inception (9/9/15)
ProShares MSCI Europe Dividend Growers ETF		2.96	%		3.01	%		3.28	%
MSCI Europe Dividend Masters Index		3.34	%		3.59	%		3.86	%

Expense Ratios**

Fund				Gross				Net
ProShares MSCI Europe Dividend Growers ETF					0.55	%			0.55	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

MSCI Europe Dividend Masters
Index – Composition

	% of Index
Health Care		24.5	%
Industrials		23.7	%
Information Technology		11.0	%
Consumer Staples		10.6	%
Materials		10.3	%
Utilities		8.3	%
Financials		6.9	%
Communication Services		2.4	%
Real Estate		2.3	%

MSCI Europe Dividend Masters
Index – Country

	% of Index
United Kingdom		28.8	%
Switzerland		21.3	%
Germany		15.7	%
Denmark		8.6	%
Belgium		7.3	%
Netherlands		5.5	%
France		2.9	%
Spain		2.8	%
Ireland		2.6	%
Norway		2.4	%
Italy		2.1	%

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: MSCI EUROPE DIVIDEND GROWERS ETF EUDV :: XXI

ProShares MSCI Transformational Changes ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the MSCI Global Transformational Changes Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of 1.09%¹. For the same period, the Index had a total return of 1.13%² and a volatility of 22.23%. For the period, the Fund had an average daily volume of 1,177 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by MSCI, selects companies which may benefit from transformational changes in how people work, take care of their health, and consume and connect — changes accelerated by COVID-19. The Index includes U.S., non-U.S. developed, and emerging market companies providing products or services associated with one or more of four Transformational Changes, as determined by the MSCI, Inc.

Average Annual Total Return as of 5/31/23

	One Year			Since Inception (10/14/20)
ProShares MSCI Transformational Changes ETF		1.09	%		-4.54	%
MSCI Global Transformational Changes Index		1.13	%		-4.38	%

Expense Ratios**

Fund				Gross				Net
ProShares MSCI Transformational Changes ETF					0.45	%			0.45	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

Largest Equity Holdings

Company	% of Net Assets
NVIDIA Corp.		2.4	%
Adobe, Inc.		2.3	%
Netflix, Inc.		2.2	%
Meta Platforms, Inc., Class A		2.2	%
Amazon.com, Inc.		2.1	%

MSCI Global Transformational Changes
Index – Composition

	% of Index
Information Technology		26.6	%
Health Care		22.5	%
Communication Services		19.2	%
Consumer Discretionary		10.7	%
Materials		9.0	%
Consumer Staples		4.4	%
Financials		4.3	%
Industrials		3.0	%
Real Estate		0.3	%

MSCI Global Transformational Changes
Index – Country

	% of Index
USA		82.8	%
China		4.2	%
Germany		3.2	%
Ireland		1.9	%
Japan		1.8	%
Canada		1.6	%
Switzerland		1.4	%
Singapore		0.7	%
India		0.5	%
Korea		0.4	%
Israel		0.3	%
Australia		0.3	%
Saudi Arabia		0.2	%
Netherlands		0.2	%
Thailand		0.2	%
Taiwan		0.2	%
Sweden		0.1	%

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXII :: ANEW MSCI TRANSFORMATIONAL CHANGES ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Nanotechnology ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Solactive Nanotechnology Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of 10.57%¹. For the same period, the Index had a total return of 10.47%² and a volatility of 30.16%. For the period, the Fund had an average daily volume of 465 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index is constructed and maintained by Solactive AG. The Index consists of companies that are listed on a stock exchange and meet certain market capitalization and liquidity requirements. The Index consists of companies focused on making or applying nanotechnology innovations that allow for improved products, processes, or techniques through control or measurement of material at nanoscale. The Index includes companies exposed to nanotechnology through involvement in one or more of the following product or service areas; (i) Production of nanotechnology, which can be defined as the use of matter on an atomic and molecular level; (ii) Active in the fields of nanomedicine, nanomaterials, nanoelectronics, nanometrology or molecular nanotechnology; and (iii) Technologies that promote advances in or research related to nanotechnologies.

Cumulative Total Return as of 05/31/23

	One Year			Since Inception (10/26/21)
ProShares Nanotechnology ETF		10.57	%		-6.07	%
Solactive Nanotechnology Index		10.47	%		-5.28	%

Expense Ratios**

Fund				Gross				Net
ProShares Nanotechnology ETF					0.58	%			0.58	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

Largest Equity Holdings

Company	% of Net Assets
Entegris, Inc.		5.5	%
Axcelis Technologies, Inc.		5.2	%
Onto Innovation, Inc.		5.2	%
Advanced Micro Devices, Inc.		5.2	%
SCREEN Holdings Co. Ltd.		5.1	%

Solactive Nanotechnology
Index – Composition

	% of Index
Information Technology		75.7	%
Health Care		17.5	%
Materials		6.8	%

Solactive Nanotechnology
Index – Country

	% of Index
United States		62.1	%
Japan		18.9	%
Netherlands		4.5	%
Taiwan		4.4	%
Germany		3.2	%
United Kingdom		2.9	%
South Korea		2.9	%
Singapore		1.1	%

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: NANOTECHNOLOGY ETF TINY :: XXIII

ProShares Nasdaq-100 Dorsey Wright Momentum ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the Nasdaq-100 Dorsey Wright Momentum Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of –1.44%¹. For the same period, the Index had a total return of –0.83%² and a volatility of 22.17%. For the period, the Fund had an average daily volume of 2,210 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, which is constructed and maintained by Dorsey, Wright & Associates, LLC ("Dorsey Wright"), consists of 21 securities from the Nasdaq- 100 Index with the highest price momentum as determined by Dorsey Wright. The Nasdaq-100 includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. Dorsey Wright ranks each stock in the Nasdaq-100 based on relative performance using its proprietary "Relative Strength" momentum measure. The 21 stocks ranked the highest at each reconstitution (January, April, July and October) are included in the Index and assigned equal weights. The weightings of each security in the Index may fluctuate between reconstitution dates.

Average Annual Total Return as of 5/31/23

	One Year			Since Inception (5/18/21)
ProShares Nasdaq-100 Dorsey Wright Momentum ETF		-1.44	%		-7.99	%
Nasdaq-100 Dorsey Wright Momentum Index		-0.83	%		-7.41	%

Expense Ratios**

Fund				Gross				Net
ProShares Nasdaq-100 Dorsey Wright Momentum ETF					0.58	%			0.58	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

Nasdaq-100 Dorsey Wright Momentum
Index – Composition

	% of Index
Information Technology		41.5	%
Health Care		21.1	%
Consumer Discretionary		17.7	%
Communication Services		10.7	%
Industrials		9.0	%

Nasdaq-100 Dorsey Wright Momentum
Index – Country

	% of Index
United States		90.7	%
Netherlands		5.0	%
Uruguay		4.3	%

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXIV :: QQQA Nasdaq-100 Dorsey Wright Momentum ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares On-Demand ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FactSet On- Demand Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of 1.46%¹. For the same period, the Index had a total return of 1.65%² and a volatility of 30.65%. For the period, the Fund had an average daily volume of 316 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index is owned and administered by FactSet Research Systems, Inc. (the "Index Provider"). The Index consists of companies which provide on-demand platforms and services to consumers. The Index includes companies whose principal business is the provision of platforms and services for on-demand access to lifestyle needs including digital media, egaming, fitness, food delivery, ridesharing, or virtual reality experiences, as determined by the Index methodology. In order to be included in the Index, a company must be included in at least one of 15 FactSet^® Revere Business Industry Classification System Sub-Industries ("RBICS Sub-Industries") that the Index Provider has identified as on-demand related. The 15 eligible RBICS Sub-Industries are Console Games Software, Fitness and Exercise Equipment, Food Delivery Services, General Entertainment Content Providers and Sites, Handheld and Smart Phone Games Software, Home and Office Virtual Reality Software, Media Download and Streaming Digital Content Sites, Mobile Platform Applications Software, Multi-Type Passenger Transportation (e.g., ride-sharing platforms), Online Game Websites and Software, Other Games Software, Other Media Equipment Manufacturing, Video Multimedia Semiconductors, Virtual Reality Design and Engineering Software and Virtual Reality Equipment.

Cumulative Total Return as of 5/31/23

	One Year			Since Inception (10/26/21)
ProShares On-Demand ETF		1.46	%		-44.87	%
FactSet On-Demand Index		1.65	%		-44.58	%

Expense Ratios**

Fund				Gross				Net
ProShares On-Demand ETF					0.58	%			0.58	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

Largest Equity Holdings

Company	% of Net Assets
NVIDIA Corp.		9.5	%
Spotify Technology SA		7.8	%
Uber Technologies, Inc.		5.6	%
Take-Two Interactive Software, Inc.		5.3	%
Netflix, Inc.		5.2	%

FactSet On-Demand
Index – Composition

	% of Index
Communication Services		64.0	%
Consumer Discretionary		17.2	%
Information Technology		11.3	%
Industrials		7.5	%

FactSet On-Demand
Index – Country

	% of Index
United States		54.4	%
Japan		10.9	%
China		10.4	%
Luxembourg		7.8	%
South Korea		5.3	%
Germany		3.5	%
India		2.5	%
Netherlands		2.1	%
France		1.8	%
Sweden		1.3	%

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: On-Demand ETF OND :: XXV

ProShares Online Retail ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the ProShares Online Retail Index (the "Index"). For the year ended May 31 2023, the Fund had a total return of –15.68%¹. For the same period, the Index had a total return of –15.20%² and a volatility of 42.86%. For the period, the Fund had an average daily volume of 70,316 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index is constructed and maintained by Solactive AG. The Index is designed to measure the performance of publicly traded companies that principally sell online or through other non-store sales channels, such as through mobile or app purchases, rather than through "bricks and mortar" store locations ("Online Retailers"). The Index may include U.S. and non-U.S. companies. To be included in the Index, an online retailer's securities must be listed on a U.S. stock exchange, must have a minimum market capitalization of $500 million and must meet certain liquidity requirements. Non-U.S. companies may not make up more than 25% of the Index. Companies are weighted in the Index using a modified market capitalization approach.

Average Annual Total Return as of 5/31/23

	One Year			Since Inception (7/13/18)
ProShares Online Retail ETF		-15.68	%		-5.86	%
ProShares Online Retail Index		-15.20	%		-5.36	%

Expense Ratios**

Fund				Gross				Net
ProShares Online Retail ETF					0.58	%			0.58	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

Largest Equity Holdings

Company	% of Net Assets
Amazon.com, Inc.		24.8	%
Alibaba Group Holding Ltd. (ADR)		11.8	%
eBay, Inc.		6.5	%
PDD Holdings, Inc. (ADR)		4.8	%
Sea Ltd. (ADR)		4.4	%

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

XXVI :: ONLN ONLINE RETAIL ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCEPROSHARES TRUST

ProShares Pet Care ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FactSet Pet Care Index (the "Index"). For the year ended May 31, 2023, the Fund had a total return of –15.58%¹. For the same period, the Index had a total return of –15.27%² and a volatility of 24.32%. For the period, the Fund had an average daily volume of 12,668 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index consists of U.S. and international companies that potentially stand to benefit from interest in, and resources spent on, pet ownership. The Fund intends to hold each security in approximately the same proportion as its weighting in the Index. The Index consists primarily of companies whose principal business is pet-care related (i.e., they derive significant revenue from pet care-related products or services), as determined in accordance with the Index methodology. The Index is owned and administered by FactSet Research Systems, Inc.

Average Annual Total Return as of 5/31/23

	One Year			Since Inception (11/5/18)
ProShares Pet Care ETF		-15.58	%		4.26	%
FactSet Pet Care Index		-15.27	%		4.80	%

Expense Ratios**

Fund				Gross				Net
ProShares Pet Care ETF					0.50	%			0.50	%

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2022. See Financial Highlights for effective expense ratios.

Largest Equity Holdings

Company	% of Net Assets
IDEXX Laboratories, Inc.		10.4	%
Dechra Pharmaceuticals plc		9.8	%
Zoetis, Inc., Class A		9.7	%
Chewy, Inc., Class A		8.0	%
Freshpet, Inc.		7.9	%

	I			Shareholder Letter
	II			Management Discussion of Fund Performance
	XLIII			Expense Examples
	1			Schedule of Portfolio Investments
	97			Statements of Assets and Liabilities
	105			Statements of Operations
	113			Statements of Changes in Net Assets

	127			Financial Highlights
	148			Notes to Financial Statements
	174			Report of Independent Registered Public Accounting Firm
	175			Miscellaneous Information
	176			Trustees and Executive Officers of ProShares Trust

Investment Type	% of Net Assets
Swap Agreements		(100	%)
Total Exposure		(100	%)

	% of Index
Consumer Discretionary		62.5	%
Consumer Staples		34.7	%
Materials		2.8	%

Investment Type	% of Net Assets
Corporate Bonds		96	%
Futures Contracts		(99	%)

	% of Net Assets
Cloud Software Group, Inc., 6.50%, due 03/31/29		1.6	%
Organon & Co., 4.13%, due 04/30/28		1.5	%
DISH DBS Corp., 5.25%, due 12/01/26		1.5	%
Caesars Entertainment, Inc., 6.25%, due 07/01/25		1.3	%
Invesco Government & Agency Portfolio, Institutional Class, 5.04%		1.3	%

	% of High Yield Bonds
Industrials		85.7	%
Utilities		7.9	%
Financials		6.4	%

	% of Index
30-Year Treasury Inflation-Protected Securities (TIPS) Bond		100	%
30-Year U.S. Treasury Bond		(143.5	%)

	% of Net Assets
Apple, Inc., 3.45%, due 02/09/45		2.1	%
Goldman Sachs Group, Inc. (The), 6.25%, due 02/01/41		1.9	%
JPMorgan Chase & Co., 5.50%, due 10/15/40		1.9	%
International Business Machines Corp., 4.25%, due 05/15/49		1.8	%
Morgan Stanley, 4.38%, due 01/22/47		1.7	%

	% of High Yield Bond
Industrials		50.8	%
Financials		38.3	%
Utilities		10.9	%

Investment Type	% of Net Assets
Commodity Futures Contracts (Long)		100	%
Total Exposure		100	%

Company	% of Net Assets
Tokio Marine Holdings, Inc.		1.6	%
ASML Holding NV		1.6	%
DSV A/S		1.5	%
Murata Manufacturing Co. Ltd.		1.5	%
Itochu Techno-Solutions Corp.		1.5	%

	% of Index
Consumer Discretionary		96.1	%
Communication Services		2.5	%
Health Care		1.2	%
Consumer Staples		0.2	%

	% of Index
Health Care		52.5	%
Consumer Discretionary		22.9	%
Consumer Staples		21.3