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

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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 pockets of opportunity in the tactical deployment of our leveraged and inverse ETFs. Both broad and sector equities, as well as Treasury and corporate bonds, provided potential gains amid the period's heightened market volatility. Investors also used inverse funds to help hedge their portfolios against market declines, especially given the volatility during the period. Net flows into ProShares increased by 6.2% overall during the reporting period.

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 — Geared Funds:

Eighty one (81) ProShares Geared exchange-traded funds ("ETFs") were in existence for the entire period covered by this annual report (each ProShares Geared ETF, a "Fund" and, collectively, the "Funds").

Each Fund seeks daily investment results, before fees and expenses, that correspond to the performance of a daily benchmark such as the multiple (i.e., 3x or 2x), the inverse (-1x) or an inverse multiple (i.e., -3x or -2x) of an underlying index for a single day, not for any other period. This means the Funds seek investment results for a single day only, as measured from the time a Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation, not for longer periods. The return of a 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 Fund's stated leveraged, inverse, or inverse leveraged multiple times the return of the Fund's index for that period. During periods of higher market volatility, the volatility of a 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 Fund. Using this approach, PSA determines the type, quantity and mix of investment positions that a Fund should hold to approximate the daily performance of its index.

When managing the Funds, 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 Funds.

The Funds make significant use of investment techniques that may be considered aggressive, including the use of swap agreements, futures 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 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 a multiple or 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, 2023¹:

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 Fund's index and, in turn, the factors and market conditions affecting that index are principal factors driving Fund performance.²

• Compounding of Daily Returns and Volatility: Each Fund seeks daily investment results, before fees and expenses, that correspond to the performance of a daily benchmark such as the multiple (i.e., 3x or 2x), the inverse (-1x) or an inverse multiple (i.e., -3x or -2x) 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 a Fund's one-day multiple times the 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 geared funds. In general, during periods of higher index volatility, compounding will cause Fund performance for periods longer than a single day to be more or less than the multiple 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), Fund returns over longer periods can be higher than the multiple 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 and interest 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, inverse exposure and/or greater leverage each exacerbates the impact of compounding on a Fund's performance. During periods of higher index volatility, the volatility of an index may affect a 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 each index utilized by a Fund is shown below.

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

Underlying Index	One Year Index Volatility
ICE U.S. Treasury 20+ Year Bond Index		19.47	%
Markit iBoxx® $ Liquid High Yield Index		8.72	%
Russell 2000® Index		24.87	%
Dow Jones Industrial Average^SM (DJIA) Index		17.51	%
S&P Energy Select Sector		32.99	%
S&P Financial Select Sector		22.76	%
S&P Industrial Select Sector		20.63	%
S&P MidCap 400® Index		23.04	%
MSCI EAFE Index		17.08	%
MSCI Emerging Markets Index		16.46	%
NASDAQ Biotechnology® Index		23.97	%
NASDAQ CTA Cybersecurity Index^SM		26.58	%
S&P SmallCap 600® Index		23.71	%
ICE U.S. Treasury 7-10 Year Bond Index		10.48	%
S&P Consumer Discretionary Select Sector		28.59	%
S&P Consumer Staples Select Sector		14.73	%
FTSE China 50 Index		34.22	%
FTSE Developed Europe All-Cap Index		21.38	%
S&P Health Care Select Sector		16.57	%
S&P Materials Select Sector		23.53	%
MSCI Brazil 25/50 Index		31.66	%
MSCI Japan Index		18.92	%
S&P Real Estate Select Sector		24.77	%
S&P 500® Index		20.93	%
Dow Jones U.S. Semiconductors^SM Index		39.87	%
S&P Technology Select Sector		28.32	%
S&P Utilities Select Sector		21.66	%
ISE Cloud Computing Total Return Index		38.21	%
NASDAQ-100® Index		27.34	%
S&P Communication Services Select Sector Index		28.14	%

• Financing Rates Associated with Derivatives: The performance of each Fund was impacted by the related financing costs. Financial instruments such as futures contracts carry implied financing costs. 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. However, in low interest rate environments, FEDL01 adjusted by the spread may actually result in a Fund with short/inverse exposure also being negatively affected by financing rates.

• Stock Dividends and Bond Yields: The performance of Funds that provide long or leveraged 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 or leveraged 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 may generally be higher, and thus have a more negative impact on Fund performance

compared to many traditional index-based funds. Daily repositioning of each Fund's portfolio to maintain exposure consistent with its investment objective, high levels of shareholder creation and redemption activity, and use of leverage may lead to commensurate increases in portfolio transactions and transaction costs, which negatively impact the daily NAV of each Fund. 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 a larger daily multiple of its index's return, that seek to return an inverse or inverse multiple 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.

• 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 Funds 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 Funds may also obtain exposure to securities not contained in their respective index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse or a multiple of the Index.

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 its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of 6.97%¹. For the same period, the Index had a total return of –2.91%² with a volatility of 10.48%. For the period, the Fund had an average daily volume of 156,974 shares and an average daily statistical correlation of over 0.99 the inverse of the return of the Index.³

The Fund invests in financial instruments that ProShare Advisors LLC (the "Advisor") believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by ICE Data Indices, LLC. The Index includes publicly-issued U.S. Treasury securities with minimum term to maturity greater than 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 denominated in U.S. dollars and pay a fixed-rate; zero-coupon securities are ineligible for the Index. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, and any government agency debt issued with or without a government guarantee. The Underlying Index is market value weighted, and the securities in the Underlying Index are updated on the last business day of each month.

During the year ended May 31, 2023, the Fund invested in swap agreements and futures contracts in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected from 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 Short 7-10 Year Treasury		6.97	%		0.13	%		-1.09	%
ICE U.S. Treasury 7-10 Year Bond Index		-2.91	%		0.86	%		1.16	%

Expense Ratios**

Fund				Gross				Net
ProShares Short 7-10 Year Treasury					0.96	%			0.95	%

**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.

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 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 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.

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

VI :: TBX Short 7-10 Year Treasury :: Management Discussion of Fund Performance PROSHARES TRUST

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 its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of 11.76%¹. For the same period, the Index had a total return of –9.49%² and a volatility of 19.47%. For the period, the Fund had an average daily volume of 1,478,602 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by ICE Data Indices, LLC. The Index includes publicly-issued U.S. Treasury securities with a minimum term to 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 only, excluding zero-coupon rates and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, floating-rate notes, cash management bills, and any government agency debt issued with or without a government guarantee. The Underlying Index is market value weighted and the securities in the Underlying Index are updated on the last business day of each month.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Ten Years
ProShares Short 20+ Year Treasury		11.76	%		0.12	%		-2.87	%
ICE U.S. Treasury 20+ Year Bond Index		-9.49	%		-1.18	%		1.42	%

Expense Ratios**

Fund				Gross				Net
ProShares Short 20+ Year Treasury					0.90	%			0.90	%

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT 20+ YEAR TREASURY TBF :: VII

ProShares Short Dow30^SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the Dow Jones Industrial Average^SM (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of 0.83%¹. For the same period, the Index had a total return of 1.96%² and a volatility of 17.51%. For the period, the Fund had an average daily volume of 913,224 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a price-weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies.

During the year ended May 31, 2023, the Fund invested in swap agreements and futures contracts in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund generally positively 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 Short Dow30^SM		0.83	%		-10.06	%		-11.36	%
Dow Jones Industrial Average Index		1.96	%		8.48	%		10.61	%

Expense Ratios**

Fund				Gross				Net
ProShares Short Dow30^SM					0.95	%			0.95	%

Dow Jones Industrial Average – Composition

	% of Index
Financials		20.2	%
Health Care		19.5	%
Information Technology		18.8	%
Industrials		13.9	%
Consumer Discretionary		13.5	%
Consumer Staples		7.6	%
Energy		3.0	%
Communication Services		2.5	%
Materials		1.0	%

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.

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

VIII :: DOG Short Dow30SM :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Short Financials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the S&P Financial Sector Select Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of 9.65%¹. For the same period, the Index had a total return of –8.55%² and a volatility of 22.76%. For the period, the Fund had an average daily volume of 131,938 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the financials industry. Component companies include: among others, regional banks; major U.S. domiciled international banks; full line, life, and property and casualty insurance companies; companies that invest, directly or indirectly in real estate; diversified financial companies such as credit card issuers, check cashing companies, mortgage lenders and investment advisors; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges.

During the year ended May 31, 2023, the Fund invested in swap agreements in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively affected from 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 Short Financials		9.65	%		-9.59	%		-11.40	%
Dow Jones U.S. Financials Index		-8.37	%		5.77	%		9.08	%
S&P Financial Select Sector Index**		-8.55	%		5.40	%		9.22	%

Expense Ratios***

Fund				Gross				Net
ProShares Short Financials					1.56	%			0.95	%

**On March 17, 2023, the Fund's underlying Index changed from the Dow Jones U.S. Financials^SM Index to the S&P Financial Select Sector Index in order to match the Fund's underlying Index to its investment objective.

***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.

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT FINANCIALS SEF :: IX

ProShares Short FTSE China 50 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the FTSE China 50 Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of 9.73%¹. For the same period, the Index had a total return of –16.66%² and a volatility of 34.22%. For the period, the Fund had an average daily volume of 30,221 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained FTSE International Limited. The Index comprises 50 of the largest and most liquid Chinese stocks (H Shares, Red Chips and P Chips) listed and trading on the Hong Kong Exchange (HKEx). Stocks are free-float weighted to ensure that only the investable opportunity set is included within the indexes and individual constituent weights are capped at 9% on a quarterly basis to avoid over-concentration in any one stock.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Ten Years
ProShares Short FTSE China 50		9.73	%		0.46	%		-6.84	%
FTSE China 50 Index		-16.66	%		-8.24	%		-0.09	%

Expense Ratios**

Fund				Gross				Net
ProShares Short FTSE China 50					2.06	%			0.95	%

FTSE China 50 Index – Composition

	% of Index
Consumer Discretionary		34.0	%
Financials		29.2	%
Communication Services		18.3	%
Energy		4.9	%
Consumer Staples		3.1	%
Real Estate		2.6	%
Health Care		2.5	%
Information Technology		2.4	%
Materials		1.6	%
Industrials		1.4	%

3 1.00 equals perfect correlation. Because the level of the Index is not determined at the same time that the Fund's NAV is calculated, correlation to the Index is measured by comparing the daily total return of one or more U.S. exchange traded securities or instruments that reflect the values of securities underlying the Index as of the Fund's NAV calculation time to the daily total return of the NAV per share of the Fund.

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

X :: YXI SHORT FTSE CHINA 50 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Short High Yield (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the Markit iBoxx^® $ Liquid High Yield Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of 2.52%¹. For the same period, the Index had a total return of –0.72%² with a volatility of 8.72%. For the period, the Fund had an average daily volume of 731,936 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. IHS Markit Benchmark Administration Limited (IMBA) is the Index Administrator of the Index. The Index is a market-value weighted index designed to provide a balanced representation of U.S. dollar denominated high yield corporate bonds for sale within the United States by means of including the most liquid high yield corporate bonds available as determined by a set of transparent and objective Index rules. Currently, the bonds eligible for inclusion in the Index include U.S. dollar denominated, corporate bonds for sale in the United States that are issued by companies domiciled in developed countries; are rated sub-investment grade using an average of Moody's Investor Service, Fitch Ratings or S&P Global Ratings; are from issuers with at least $1 billion par outstanding; have at least $400 million of outstanding face value; and have at issuance an expected remaining life of 15 years of less, and at rebalancing minimum one year to expected maturity with new insertions minimum of at least one year and 6 months to maturity. There is no limit to the number of issues in the Index.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Ten Years
ProShares Short High Yield		2.52	%		-3.67	%		-4.71	%
Markit iBoxx $ Liquid High Yield Index		-0.72	%		2.63	%		3.34	%

Expense Ratios**

Fund				Gross				Net
ProShares Short High Yield					1.03	%			0.95	%

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT HIGH YIELD SJB :: XI

ProShares Short MidCap400 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the S&P MidCap 400^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. 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 –2.63%² and a volatility of 23.04%. For the period, the Fund had an average daily volume of 21,736 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of midsize company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability, and public float.

During the year ended May 31, 2023, the Fund invested in swap agreements and futures contracts in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively 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 Short MidCap400		3.03	%		-9.82	%		-11.28	%
S&P MidCap 400 Index		-2.63	%		6.00	%		9.04	%

Expense Ratios**

Fund				Gross				Net
ProShares Short MidCap400					1.53	%			0.95	%

S&P MidCap 400 – Composition

	% of Index
Industrials		22.1	%
Consumer Discretionary		15.3	%
Financials		14.3	%
Information Technology		10.4	%
Health Care		9.7	%
Real Estate		8.0	%
Materials		6.2	%
Consumer Staples		4.6	%
Energy		3.8	%
Utilities		3.7	%
Communication Services		1.9	%

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

XII :: MYY SHORT MIDCAP400 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Short MSCI EAFE (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the MSCI EAFE Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of –2.30%¹. For the same period, the Index had a total return of 3.06%² and a volatility of 17.08%. For the period, the Fund had an average daily volume of 211,720 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by MSCI Inc. The Index covers approximately 85% of the free float-adjusted, market capitalization in developed market countries, excluding the U.S. and Canada.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Ten Years
ProShares Short MSCI EAFE		-2.30	%		-5.46	%		-6.69	%
MSCI EAFE Index		3.06	%		3.21	%		4.56	%

Expense Ratios**

Fund				Gross				Net
ProShares Short MSCI EAFE					1.22	%			0.95	%

MSCI EAFE Index – Country

	% of Index
Japan		22.5	%
United Kingdom		14.8	%
France		12.3	%
Others		10.9	%
Switzerland		10.2	%
Germany		8.5	%
Australia		7.3	%
Netherlands		4.6	%
Sweden		3.2	%
Denmark		3.1	%
Spain		2.6	%

MSCI EAFE Index – Composition

	% of Index
Financials		17.6	%
Industrials		15.9	%
Health Care		13.6	%
Consumer Discretionary		11.9	%
Consumer Staples		10.2	%
Information Technology		9.0	%
Materials		7.2	%
Communication Services		4.4	%
Energy		4.3	%
Utilities		3.5	%
Real Estate		2.4	%

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT MSCI EAFE EFZ :: XIII

ProShares Short MSCI Emerging Markets (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the MSCI Emerging Markets Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of 9.77%¹. For the same period, the Index had a total return of –8.49%² and a volatility of 16.46%. For the period, the Fund had an average daily volume of 151,320 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by MSCI Inc. The Index covers approximately 85% of the free float-adjusted, market capitalization in emerging market countries.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Ten Years
ProShares Short MSCI Emerging Markets		9.77	%		-2.78	%		-5.64	%
MSCI Emerging Markets Index		-8.49	%		-0.67	%		1.90	%

Expense Ratios**

Fund				Gross				Net
ProShares Short MSCI Emerging Markets					1.19	%			0.95	%

MSCI Emerging Markets Index – Country

	% of Index
China		29.2	%
Taiwan		16.2	%
India		14.3	%
Korea		12.8	%
Others		8.3	%
Brazil		5.2	%
Saudi Arabia		4.1	%
South Africa		3.1	%
Mexico		2.7	%
Thailand		2.1	%
Indonesia		2.0	%

MSCI Emerging Markets Index – Composition

	% of Index
Financials		22.0	%
Information Technology		21.7	%
Consumer Discretionary		12.5	%
Communication Services		9.7	%
Materials		8.4	%
Consumer Staples		6.2	%
Industrials		6.2	%
Energy		5.0	%
Health Care		3.8	%
Utilities		2.7	%
Real Estate		1.8	%

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

XIV :: EUM SHORT MSCI EMERGING MARKETS :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Short QQQ (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the NASDAQ-100^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of –13.57%¹. For the same period, the Index had a total return of 13.77%² and a volatility of 27.34%. For the period, the Fund had an average daily volume of 27,402,654 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by Nasdaq Inc. The Index includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology.

During the year ended May 31, 2023, the Fund invested in swap agreements and futures contracts in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively 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 Short QQQ		-13.57	%		-18.22	%		-18.37	%
NASDAQ-100 Index		13.77	%		16.42	%		18.18	%

Expense Ratios**

Fund				Gross				Net
ProShares Short QQQ					1.00	%			0.95	%

NASDAQ-100 Index – Composition

	% of Index
Information Technology		50.8	%
Communication Services		17.1	%
Consumer Discretionary		14.5	%
Health Care		5.6	%
Consumer Staples		5.6	%
Industrials		4.0	%
Utilities		1.0	%
Financials		1.0	%
Energy		0.4	%

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT QQQ PSQ :: XV

ProShares Short Real Estate (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the S&P Real Estate Select Sector Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of 17.21%¹. For the same period, the Index had a total return of –15.47%² and a volatility of 24.77%. For the period, the Fund had an average daily volume of 109,870 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to track the performance of real estate investment trusts ("REITs") and other companies that invest directly or indirectly in real estate through development management or ownership, including of the property agencies. Component companies include, among others, real estate holding and development and real estate services companies and REITs. REITs are passive investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. The Index is a market cap weighted index that is updated in March, June, September and December.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Ten Years
ProShares Short Real Estate		17.21	%		-7.90	%		-8.37	%
Dow Jones U.S. Real Estate Index		-14.28	%		4.23	%		5.73	%
S&P Real Estate Select Sector index**		-15.47	%		6.31	%		6.94	%

Expense Ratios***

Fund				Gross				Net
ProShares Short Real Estate					1.74	%			0.95	%

**On March 17, 2023, the Fund's underlying Index changed from the Dow Jones U.S. Real Estate^SM Index to the S&P Real Estate Select Sector Index in order to match the Fund's underlying Index to its investment objective.

S&P Real Estate Select Sector Index – Composition

	% of Index
Specialized REITs		46.0	%
Residential REITs		14.1	%
Industrial REITs		13.6	%
Retail REITs		11.6	%
Health Care REITs		7.5	%
Office REITs		2.9	%
Real Estate Management & Development		2.8	%
Hotel & Resort REITs		1.5	%

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

XVI :: REK SHORT REAL ESTATE :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Short Russell2000 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the Russell 2000^® Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of 4.07%¹. For the same period, the Index had a total return of –4.68%² and a volatility of 24.87%. For the period, the Fund had an average daily volume of 2,569,364 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by FTSE Russell. The Index is a measure of small-cap U.S. stock market performance. It is a float adjusted, market capitalization-weighted index containing approximately 2,000 of the smallest companies in the Russell 3000^® Index or approximately 10% of the total market capitalization of the Russell 3000^® Index, which in turn represents approximately 97% of the U.S. equity market and includes approximately 3,000 of the largest companies in the U.S. The Russell 3000^® Index includes large-, mid-, and small-capitalization companies.

During the year ended May 31, 2023, the Fund invested in swap agreements and futures contracts in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively 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 Short Russell2000		4.07	%		-8.18	%		-10.95	%
Russell 2000 Index		-4.68	%		2.74	%		7.35	%

Expense Ratios**

Fund				Gross				Net
ProShares Short Russell2000					1.00	%			0.95	%

** 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.

Russell 2000 Index – Composition

	% of Index
Health Care		17.8	%
Industrials		16.6	%
Financials		15.2	%
Information Technology		13.0	%
Consumer Discretionary		10.9	%
Real Estate		6.3	%
Energy		6.1	%
Materials		4.3	%
Consumer Staples		3.8	%
Utilities		3.4	%
Communication Services		2.6	%

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT RUSSELL2000 RWM :: XVII

ProShares Short S&P500^® (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the S&P 500^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of –1.31%¹. For the same period, the Index had a total return of 2.92%² and a volatility of 20.93%. For the period, the Fund had an average daily volume of 33,950,777 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

During the year ended May 31, 2023, the Fund invested in swap agreements and futures contracts in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively 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 Short S&P500®		-1.31	%		-12.17	%		-12.46	%
S&P 500 Index		2.92	%		11.01	%		11.98	%

Expense Ratios**

Fund				Gross				Net
ProShares Short S&P500®					0.89	%			0.89	%

S&P 500 – Composition

	% of Index
Information Technology		28.0	%
Health Care		13.7	%
Financials		12.5	%
Consumer Discretionary		10.2	%
Communication Services		8.8	%
Industrials		8.2	%
Consumer Staples		6.9	%
Energy		4.2	%
Utilities		2.7	%
Real Estate		2.4	%
Materials		2.4	%

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

XVIII :: SH SHORT S&P500® :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Short SmallCap600 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the daily performance of the S&P SmallCap 600^® (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of 7.63%¹. For the same period, the Index had a total return of –7.26%² and a volatility of 23.71%. For the period, the Fund had an average daily volume of 29,186 shares and an average daily statistical correlation of over 0.99 to the inverse of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a measure of small-cap company U.S. stock market performance. It is a float-adjusted, market capitalization weighted index of 600 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Ten Years
ProShares Short SmallCap600		7.63	%		-9.11	%		-12.12	%
S&P SmallCap 600 Index		-7.26	%		3.80	%		8.92	%

Expense Ratios**

Fund				Gross				Net
ProShares Short SmallCap600					2.32	%			0.95	%

S&P SmallCap 600 – Composition

	% of Index
Industrials		17.8	%
Financials		15.7	%
Information Technology		14.6	%
Consumer Discretionary		13.7	%
Health Care		11.2	%
Real Estate		7.1	%
Materials		5.6	%
Consumer Staples		5.4	%
Energy		4.3	%
Utilities		2.4	%
Communication Services		2.2	%

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SHORT SMALLCAP600 SBB :: XIX

ProShares Ultra 7-10 Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the ICE U.S. Treasury 7-10 Year Bond Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of –11.25%¹. For the same period, the Index had a total return of –2.91%² and a volatility of 10.48%. For the period, the Fund had an average daily volume of 13,416 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by ICE Data Indices, LLC. The Index includes publicly-issued U.S. Treasury securities with minimum term to maturity greater than 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 System (the "Fed"). In addition, the securities in the Underlying Index must denominated in U.S. dollars and pay a fixed-rate; zero-coupon rate securities are ineligible for the Index. Excluded from the Underlying Index are inflation linked securities, Treasury bills, cash management bills, and any government agency debt issued with or without a government guarantee. The Underlying Index is market value weighted, and the securities in the Underlying Index are updated on the last business day of each month.

During the year ended May 31, 2023, the Fund invested in swap agreements and futures contracts in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index 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.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Ten Years
ProShares Ultra 7-10 Year Treasury		-11.25	%		-1.37	%		-0.02	%
ICE U.S. Treasury 7-10 Year Bond Index		-2.91	%		0.86	%		1.16	%

Expense Ratios**

Fund				Gross				Net
ProShares Ultra 7-10 Year Treasury					1.41	%			0.95	%

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

XX :: UST ULTRA 7-10 YEAR TREASURY :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra 20+ Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the ICE U.S. Treasury 20+ Year Bond Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of –24.39%¹. For the same period, the Index had a total return of –9.49%² and a volatility of 19.47%. For the period, the Fund had an average daily volume of 108,638 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by ICE Data Indices, LLC. The Index includes publicly-issued U.S. Treasury securities with minimum term to maturity greater than or equal to twenty years and has $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 only, excluding zero-coupon rates and denominated in U.S. dollars. Excluded from the Underlying Index are inflation linked securities, Treasury bills, floating rate notes, cash management bills, and any government agency debt issued with or without a government guarantee. The Underlying Index is market value weighted, and the securities in the Underlying Index are updated on the last business day of each month.

Average Annual Total Return as of 5/31/23

	One Year			Five Years			Ten Years
ProShares Ultra 20+ Year Treasury		-24.39	%		-7.36	%		-1.20	%
ICE U.S. Treasury 20+ Year Bond Index		-9.49	%		-1.18	%		1.42	%

Expense Ratios**

Fund				Gross				Net
ProShares Ultra 20+ Year Treasury					1.11	%			0.95	%

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA 20+ YEAR TREASURY UBT :: XXI

ProShares Ultra Communication Services (formerly known as ProShares Ultra Telecommunications) (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the S&P Communication Services Select Sector Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of 1.98%¹. For the same period, the Index had a total return of 4.47%² and a volatility of 28.14%. For the period, the Fund had an average daily volume of 2,013 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the telecommunications sector.

During the year ended May 31, 2023, the Fund invested in swap agreements in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively affected 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 Ultra Communication Services		1.98	%		3.65	%		2.73	%
Dow Jones U.S. Select Telecommunications Index		-8.04	%		2.80	%		3.04	%
S&P Communication Services Select Sector Index**		4.47	%		6.96	%		11.18	%

Expense Ratios***

Fund				Gross				Net
ProShares Ultra Communication Services					5.55	%			0.95	%

**On March 17, 2023, the Fund's underlying Index changed from the Dow Jones U.S. Select Telecommunications^SM Index to the S&P Communication Services Select Sector Index in order to match the Fund's underlying Index to its investment objective.

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

XXII :: LTL ULTRA COMMUNICATION SERVICES :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra Consumer Discretionary (formerly known as ProShares Ultra Consumer Services) (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the S&P Consumer Discretionary Select Sector Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of –6.57%¹. For the same period, the Index had a total return of –0.83%² and a volatility of 28.59%. For the period, the Fund had an average daily volume of 2,298 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the consumer services industry. Component companies include, among others, airlines, broadcasting and entertainment, apparel and broadline retailers, food and drug retailers, media agencies, publishing, gambling, hotels, restaurants and bars, and travel and tourism. The Index is a market cap weighted index that is updated in March, June, September and December.

During the year ended May 31, 2023, the Fund invested in swap agreements in order to gain leveraged exposure to 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 Ultra Consumer Discretionary		-6.57	%		4.78	%		15.03	%
Dow Jones U.S. Consumer Services Index		3.00	%		7.13	%		10.74	%
S&P Consumer Discretionary Select Sector Index**		-0.83	%		8.70	%		11.97	%

Expense Ratios***

Fund				Gross				Net
ProShares Ultra Consumer Discretionary					1.32	%			0.95	%

**On March 17, 2023, the Fund's underlying Index changed from the Dow Jones U.S. Consumer Services^SM Index to the S&P Consumer Discretionary Select Sector Index in order to match the Fund's underlying Index to its investment objective.

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 will fluctuate so that an investor's shares, when redeemed, may be more or less than the original cost. To obtain performance current to the most recent month please visit www.ProShares.com.

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA CONSUMER DISCRETIONARY UCC :: XXIII

ProShares Ultra Consumer Staples (formerly known as ProShares Ultra Consumer Goods) (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the S&P Consumer Staples Select Sector Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of –21.33%¹. For the same period, the Index had a total return of 0.22%² and a volatility of 14.73%. For the period, the Fund had an average daily volume of 4,335 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the consumer goods industry. Component companies include, among others, automobiles and auto parts and tires, brewers and distillers, farming and fishing, durable and non-durable household product manufacturers, cosmetic companies, food and tobacco products, clothing, accessories and footwear.

During the year ended May 31, 2023, the Fund invested in swap agreements in order to gain leveraged exposure to 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 Ultra Consumer Staples		-21.33	%		11.40	%		12.40	%
Dow Jones U.S. Consumer Goods Index		-5.46	%		10.05	%		9.16	%
S&P Consumer Staples Select Sector Index**		0.22	%		10.97	%		9.12	%

Expense Ratios***

Fund				Gross				Net
ProShares Ultra Consumer Staples					1.80	%			0.95	%

**On March 17, 2023, the Fund's underlying Index changed from the Dow Jones U.S. Consumer Goods^SM Index to the S&P Consumer Staples Select Sector Index in order to match the Fund's underlying Index to its investment objective.

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

XXIV :: UGE ULTRA CONSUMER STAPLES :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra Dow30^SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Dow Jones Industrial Average^SM (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of –4.35%¹. For the same period, the Index had a total return of 1.96%² and a volatility of 17.51%. For the period, the Fund had an average daily volume of 395,770 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is a price-weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies.

During the year ended May 31, 2023, the Fund invested in swap agreements and futures contracts in order to gain leveraged exposure to 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 Ultra Dow30^SM		-4.35	%		8.59	%		15.52	%
Dow Jones Industrial Average Index		1.96	%		8.48	%		10.61	%

Expense Ratios**

Fund				Gross				Net
ProShares Ultra Dow30^SM					0.95	%			0.95	%

Dow Jones Industrial
Average – Composition

	% of Index
Financials		20.2	%
Health Care		19.5	%
Information Technology		18.8	%
Industrials		13.9	%
Consumer Discretionary		13.5	%
Consumer Staples		7.6	%
Energy		3.0	%
Communication Services		2.5	%
Materials		1.0	%

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA DOW30SM DDM :: XXV

ProShares Ultra Energy (formerly known as ProShares Ultra Oil & Gas) (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the S&P Energy Select Sector Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of –27.74%¹. For the same period, the Index had a total return of –8.23%² and a volatility of 32.99%. For the period, the Fund had an average daily volume of 164,912 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the oil and gas sector. Component companies typically are engaged in the following activities related to oil and gas sector, among others, exploration and production, integrated oil and gas, oil equipment and services, pipelines, renewable energy equipment companies and alternative fuel producers.

During the year ended May 31, 2023, the Fund invested in swap agreements in order to gain leveraged exposure to 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 Ultra Energy		-27.74	%		-8.24	%		-6.26	%
Dow Jones U.S. Oil & Gas Index		-7.64	%		4.43	%		2.69	%
S&P Energy Select Sector Index**		-8.23	%		5.34	%		3.43	%

Expense Ratios***

Fund				Gross				Net
ProShares Ultra Energy					0.99	%			0.95	%

**On March 17, 2023, the Fund's underlying Index changed from the Dow Jones U.S. Oil & Gas^SM Index to the S&P Energy Select Sector Index in order to match the Fund's underlying Index to its investment objective

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

XXVI :: DIG ULTRA ENERGY :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra Financials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the S&P Financial Select Sector Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of –24.13%¹. For the same period, the Index had a total return of –8.55%² and a volatility of 22.76%. For the period, the Fund had an average daily volume of 33,861 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index is designed to measure the stock performance of U.S. companies in the financials industry. Component companies include: among others, regional banks; major U.S. domiciled international banks; full line, life, and property and casualty insurance companies; companies that invest, directly or indirectly, in real estate; diversified financial companies such as credit card issuers, check cashing companies, mortgage lenders and investment advisors; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges.

During the year ended May 31, 2023, the Fund invested in swap agreements in order to gain leveraged exposure to 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 Ultra Financials		-24.13	%		1.52	%		11.05	%
Dow Jones U.S. Financials Index		-8.37	%		5.77	%		9.08	%
S&P Financial Select Sector Index**		-8.55	%		5.40	%		9.22	%

Expense Ratios***

Fund				Gross				Net
ProShares Ultra Financials					0.95	%			0.95	%

3 1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA FINANCIALS UYG :: XXVII

ProShares Ultra FTSE China 50 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the FTSE China 50 Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of –42.94%¹. For the same period, the Index had a total return of –16.66%² and a volatility of 34.22%. For the period, the Fund had an average daily volume of 16,209 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by FTSE International Limited. The Index comprises 50 of the largest and most liquid Chinese stocks (H Shares, Red Chips, and P Chips) listed and trading on the Hong Kong Exchange (HKEx). Stocks are free-float weighted to ensure that only the investable opportunity set is included within the indexes and individual constituent weights are capped at 9% on a quarterly basis to avoid over-concentration in any one stock.

During the year ended May 31, 2023, the Fund invested in swap agreements in order to gain leveraged exposure to 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 Ultra FTSE China 50		-42.94	%		-26.22	%		-9.52	%
FTSE China 50 Index		-16.66	%		-8.24	%		-0.09	%

Expense Ratios**

Fund				Gross				Net
ProShares Ultra FTSE China 50					1.49	%			0.95	%

FTSE China 50 Index – Composition

	% of Index
Consumer Discretionary		34.0	%
Financials		29.2	%
Communication Services		18.3	%
Energy		4.9	%
Consumer Staples		3.1	%
Real Estate		2.6	%
Health Care		2.5	%
Information Technology		2.4	%
Materials		1.6	%
Industrials		1.4	%

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

XXVIII :: XPP ULTRA FTSE CHINA 50 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST

ProShares Ultra FTSE Europe (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the FTSE Developed Europe All Cap Index (the "Index"). The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The Fund seeks investment results for a single day only, as measured from one net asset value ("NAV") calculation to the next, not for any other period. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple times the return of the Fund's Index for the same period. For the year ended May 31, 2023, the Fund had a total return of –2.28%¹. For the same period, the Index had a total return of 3.60%² and a volatility of 21.38%. For the period, the Fund had an average daily volume of 2,045 shares and an average daily statistical correlation of over 0.99 to twice that of the return of the Index.³

The Fund invests in financial instruments that the Advisor believes, in combination, should produce daily returns consistent with the Fund's investment objective. The Index is constructed and maintained by FTSE International Limited. The Index is a free float-adjusted market cap weighted index representing the performance of large, mid- and small cap companies in Developed European markets, including the United Kingdom.

During the year ended May 31, 2023, the Fund invested in swap agreements in order to gain leveraged exposure to 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 Ultra FTSE Europe		-2.28	%		-0.34	%		3.79	%
FTSE Developed Europe All Cap Index®		3.60	%		3.89	%		5.02	%

Expense Ratios**

Fund				Gross				Net
ProShares Ultra FTSE Europe					2.61	%			0.95	%

FTSE Developed Europe All Cap
Index – Country

	% of Index
United Kingdom		24.9	%
France		17.0	%
Switzerland		14.7	%
Germany		13.0	%
Netherlands		6.8	%
Sweden		5.3	%
Others		4.9	%
Denmark		4.6	%
Spain		3.9	%
Italy		3.3	%
Belgium		1.6	%

FTSE Developed Europe All Cap
Index – Composition

	% of Index
Financials		17.2	%
Industrials		16.1	%
Health Care		14.9	%
Consumer Staples		11.8	%
Consumer Discretionary		11.0	%
Information Technology		7.4	%
Materials		6.9	%
Energy		5.3	%
Utilities		4.2	%
Communication Services		3.6	%
Real Estate		1.6	%

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ULTRA FTSE EUROPE UPV :: XXIX

	I			Shareholder Letter
	II			Management Discussion of Fund Performance
	LXXXVII			Expense Examples
	1			Schedule of Portfolio Investments
	167			Statements of Assets and Liabilities
	182			Statements of Operations
	197			Statements of Changes in Net Assets

	225			Financial Highlights
	254			Notes to Financial Statements
	286			Report of Independent Registered Public Accounting Firm
	288			Miscellaneous Information
	289			Trustees and Executive Officers of ProShares Trust

Investment Type	% of Net Assets
Swap Agreements		(98	%)
Futures Contracts		(3	%)
Total Exposure		(101	%)

Investment Type	% of Net Assets
Swap Agreements		(97	%)
Futures Contracts		(4	%)
Total Exposure		(101	%)

Investment Type	% of Net Assets
Swap Agreements		(91	%)
Futures Contracts		(9	%)
Total Exposure		(100	%)

	% of Index
Diversified Financials		59.3	%
Banks		24.2	%
Insurance		16.5	%

Investment Type	% of Net Assets
Equity Securities		70	%
Swap Agreements		129	%
Total Exposure		199	%

Company	% of Net Assets
Meta Platforms, Inc., Class A		18.1	%
Alphabet, Inc., Class A		9.8	%
Alphabet, Inc., Class C		8.6	%
Netflix, Inc.		3.6	%
Comcast Corp., Class A		2.9	%

	% of Index
Interactive Media & Services		45.9	%
Entertainment		22.2	%
Media		15.4	%
Diversified Telecommunication Services		12.1	%
Wireless Telecommunication Services		4.4	%

Company	% of Net Assets
Amazon.com, Inc.		20.4	%
Tesla, Inc.		12.8	%
Home Depot, Inc. (The)		6.7	%
McDonald's Corp.		3.5	%
NIKE, Inc., Class B		3.1	%

	% of Index
Retailing		50.7	%
Consumer Services		20.4	%
Automobiles & Components		20.3	%
Consumer Durables & Apparel		8.6	%

Company	% of Net Assets
Procter & Gamble Co. (The)		11.5	%
PepsiCo, Inc.		8.6	%
Coca-Cola Co. (The)		7.9	%
Costco Wholesale Corp.		7.8	%
Walmart, Inc.		3.9	%

	% of Index
Food, Beverage & Tobacco		52.5	%
Food & Staples Retailing		24.5	%
Household & Personal Products		23.0	%

Company	% of Net Assets
UnitedHealth Group, Inc.		8.2	%
Microsoft Corp.		5.5	%
Goldman Sachs Group, Inc. (The)		5.5	%
McDonald's Corp.		4.8	%
Home Depot, Inc. (The)		4.8	%

Company	% of Net Assets
Exxon Mobil Corp.		18.5	%
Chevron Corp.		15.6	%
EOG Resources, Inc.		3.7	%
ConocoPhillips		3.6	%
Schlumberger NV		3.2	%

	% of Index
Oil, Gas & Consumable Fuels		91.5	%
Energy Equipment & Services		8.5	%

Company	% of Net Assets
Berkshire Hathaway, Inc., Class B		9.8	%
JPMorgan Chase & Co.		6.7	%
Visa, Inc., Class A		6.1	%
Mastercard, Inc., Class A		5.2	%
Bank of America Corp.		3.3	%