ANNUAL REPORT

MAY 31, 2022

Big Data Refiners ETF  DAT

Bitcoin Strategy ETF*  BITO

Decline of the Retail Store ETF  EMTY

DJ Brookfield Global Infrastructure ETF  TOLZ

Equities for Rising Rates ETF  EQRR

Global Listed Private Equity ETF  PEX

Hedge Replication ETF  HDG

High Yield–Interest Rate Hedged  HYHG

Inflation Expectations ETF  RINF

Investment Grade–Interest Rate Hedged  IGHG

K-1 Free Crude Oil Strategy ETF*  OILK

Large Cap Core Plus  CSM

Long Online/Short Stores ETF  CLIX

Merger ETF  MRGR

Metaverse ETF  VERS

MSCI EAFE Dividend Growers ETF  EFAD

MSCI Emerging Markets Dividend Growers ETF  EMDV

MSCI Europe Dividend Growers ETF  EUDV

MSCI Transformational Changes ETF  ANEW

Nanotechnology ETF  TINY

Nasdaq-100 Dorsey Wright Momentum ETF  QQQA

On-Demand ETF  OND

Online Retail ETF  ONLN

Pet Care ETF  PAWZ

Russell 2000 Dividend Growers ETF  SMDV

Russell U.S. Dividend Growers ETF  TMDV

S&P 500® Bond ETF  SPXB

S&P 500® Dividend Aristocrats ETF  NOBL

S&P 500® Ex-Energy ETF  SPXE

S&P 500® Ex-Financials ETF  SPXN

S&P 500® Ex-Health Care ETF  SPXV

S&P 500® Ex-Technology ETF  SPXT

S&P Kensho Cleantech ETF  CTEX

S&P Kensho Smart Factories ETF  MAKX

S&P MidCap 400® Dividend Aristocrats ETF  REGL

S&P Technology Dividend Aristocrats ETF  TDV

Smart Materials ETF  TINT

Supply Chain Logistics ETF  SUPL

*  The Bitcoin Strategy ETF and K-1 Free Crude Oil Strategy ETF funds are consolidated with Cayman Bitcoin Strategy Portfolio and Cayman Crude Oil Strategy Portfolio, respectively. A claim of exemption pursuant to the Commodity Futures Trading Commission ("CFTC") Rule 4.7 has been made by the Investment Adviser with respect to these funds. The exemption relieves these funds of certain disclosure and reporting obligations under the commodity pool rules of the CFTC.
PROSHARES TRUST  Distributor: SEI Investments Distribution Co.

TABLE OF CONTENTS
  I     Shareholder Letter  
II Management Discussion of Fund Performance
XLIII Expense Examples
1 Schedule of Portfolio Investments
99 Statements of Assets and Liabilities
107 Statements of Operations
115 Statements of Changes in Net Assets
  129     Statement of Cash Flow  
131 Financial Highlights
149 Notes to Financial Statements
176 Report of Independent Registered Public Accounting Firm
178 Board Approval of Investment Advisory Agreements
182 Miscellaneous Information
183 Trustees and Executive Officers of ProShares Trust

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DEAR SHAREHOLDER:

During these times of geopolitical and economic uncertainty, I want to reaffirm our commitment to providing you, our investors, with products and services to help you meet your investment objectives. ProShares remains focused on ensuring the effective management of our funds. The following is the ProShares Trust Annual Report for the 12 months ended May 31, 2022.

U.S. Stocks Decline Sharply After a Strong Year

U.S. stock performance during the reporting period could effectively be split into two parts. Buoyed by the federal stimulus packages, near-zero interest rates, the robust rollout of COVID-19 vaccines, and strong corporate earnings, U.S. stocks ended 2021 on a winning streak. The S&P 500® rose 28.7% for the year, clocking in its third-best yearly performance of the century. The Dow® and Nasdaq-100 Index® gained 20.95% and 27.51%, respectively. The first months of 2022, however, saw a sharp reversal of this trend as volatility returned amid mounting inflationary pressures, rising interest rates, tightening monetary policy, and Russia's invasion of Ukraine. The S&P 500 hit correction territory for the first time since the official declaration of a global pandemic by the World Health Organization in March 2020, declining by more than 10% at its lowest points in February relative to its January peak. With the notable exception of commodities like oil and gas, whose prices have surged amid sanctions against Russia, nearly all asset classes experienced selloffs in the past five months. The technology sector, in particular, has seen a sharp turnaround after its strong performance during the first half of the period.

The large-cap S&P 500 declined 0.3% over the reporting period, and the Dow lost 2.7%. The Nasdaq-100 declined 7.0%. The S&P MidCap 400® dropped 6.5%, and the small-cap Russell 2000® Index declined 17.0%. Of the 11 Dow Jones U.S. Industry Index sectors, four sectors rose. The best performers were oil & gas (72.8%), utilities (17.3%), and health care (4.6%). The biggest laggards were consumer services (-19.8%) and industrials (-12.8%), with technology, financials, and telecom also declining by over 3%.

Boom in International Equities Comes to an End

Equities in developed markets outside the United States followed a similar pattern, rising in the second half of 2021 before dropping as Russia's invasion of Ukraine sent shockwaves throughout the world economy. Emerging markets, however, largely declined throughout the 12 months, driven by a selloff in China amid a regulatory crackdown. Most major international indexes posted negative returns over the reporting period: The MSCI EAFE Index®, which tracks developed markets outside North America, fell 10.7%. The MSCI Europe Index® dropped 9.9%, while the MSCI Japan Index® lost 13.5%. The MSCI Emerging Markets Index® fell 18.9%, and the FTSE China 50 Index® declined 28.1%.

U.S. Fixed-Income Markets Decline Sharply

Bonds struggled in the latter half of 2021 as the market acknowledged the beginning of the Fed's tapering program and interest rates began to rise. In response to the fastest inflation in 40 years, the Fed raised interest rates by 25 basis points in March and 50 basis points in May. This spurred a selloff in

the bond markets, overriding investors' typical flight-to-quality in times of geopolitical distress. Over the 12 months, the Barclays U.S. Aggregate Bond Index® declined 8.2%. The Ryan Labs Treasury 30-Year and 10-Year Indexes lost 18.7% and 10.8%, respectively. Investment-grade corporate bonds, as measured by the Markit iBoxx $ Liquid Investment Grade Index®, declined 11.5%, while their high-yield peers lost 4.9%, based on the Markit iBoxx $ Liquid High Yield Index®.

Economy Slows

Geopolitical headwinds jolted the world economy, adding to the mounting inflationary pressures and supply chain disruptions from the pandemic. After increasing at a steady clip in the second half of 2021, U.S. GDP contracted at an estimated annual rate of 1.5% in the first quarter of 2022. The labor market, however, remains strong, with a national unemployment rate of 3.6% for May. The U.S. dollar rose 9.7%, based on the Bloomberg Dollar Spot Index.

Investors Find Opportunities Amid Complex Markets

ProShares equity investors were presented with significant opportunities for growth in the first half of the period, both broadly across asset classes and specifically in the technology sector. As interest rates rose in 2022 and the global economy reckoned with the invasion of Ukraine, investors had opportunities for gain by focusing on funds designed to outperform in environments marked by volatility and rising rates.

ProShares significantly expanded its ETF offerings to investors during the period, launching nine new funds, including Metaverse ETF (VERS) in March and Bitcoin Strategy ETF (BITO) in October. In particular, both of these ETFs build on our legacy of innovation. As the first U.S. bitcoin-linked ETF, BITO provides investors with a way to gain bitcoin futures exposure through their existing brokerage accounts. It offers convenient, liquid access to this important asset class — while providing the additional benefits of the ETF structure. Likewise, VERS gives investors access to the companies shaping the next frontier of digital interactions. Overall, net flows into ProShares increased by $15.2 billion over the reporting period.

During these uncertain times, many investors turn to ProShares ETFs for their breadth of investment choices across diverse market segments. Our strong lineup of funds enables investors to choose the investments that most effectively align with their market views. We thank you for the trust and confidence you have placed in us by choosing ProShares and appreciate the opportunity to continue serving your investment needs.

Sincerely,

Michael L. Sapir
Chairman of the Board of Trustees

PROSHARES.COM :: I


MANAGEMENT DISCUSSION
OF FUND PERFORMANCE

II :: MAY 31, 2022 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST


Investment Strategies and Techniques — Strategic Funds:

Twenty nine (29) ProShares Strategic exchange-traded funds ("ETFs") were in existence for the entire period covered by this annual report, and nine ProShares Strategic ETFs were launched during this period (each ProShares Strategic ETF, a "Fund" and, collectively, the "Funds").

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

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

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

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

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

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

Factors that Materially Affected the Performance of Each Fund during the Year Ended May 31, 20223:

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

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

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

2  As of May 31, 2022, the Matching Funds are:; ProShares DJ Brookfield Global Infrastructure ETF (TOLZ); ProShares Global Listed Private Equity ETF (PEX); ProShares Large Cap Core Plus (CSM); ProShares S&P 500 Dividend Aristocrats ETF (NOBL); ProShares S&P MidCap 400 Dividend Aristocrats ETF (REGL); ProShares Russell 2000 Dividend Growers ETF (SMDV); ProShares MSCI EAFE Dividend Growers ETF (EFAD); ProShares High Yield-Interest Rate Hedged (HYHG); ProShares Investment Grade-Interest Rate Hedged (IGHG);; ProShares Hedge Replication ETF (HDG); ProShares Merger ETF (MRGR); ProShares S&P 500 Ex-Energy ETF (SPXE); ProShares S&P 500 Ex-Financials ETF (SPXN); ProShares S&P 500 Ex-Technology ETF (SPXT); ProShares S&P 500 Ex-Health Care ETF (SPXV); ProShares MSCI Emerging Markets Dividend Growers ETF (EMDV); ProShares MSCI Europe Dividend Growers ETF (EUDV); ProShares Inflation Expectations ETF (RINF); ProShares Equities for Rising Rates ETF (EQRR); ProShares Long Online/Short Stores ETF (CLIX); ProShares S&P 500 Bond ETF (SPXB); ProShares Online Retail ETF (ONLN); ProShares Russell U.S. Dividend Growers ETF (TMDV), ProShares S&P 500 Technology Dividend Aristocrats ETF (TDV), ProShares K-1 Free Crude Oil Strategy ETF (OILK), ProShares MSCI Transformational Changes ETF (ANEW), ProShares Bitcoin Strategy ETF (BITO), ProShares S&P Kensho Cleantech ETF (CTEX), ProShares Big Data Refiners ETF (DAT), ProShares S&P Kensho Smart Factories ETF (MAKX), ProShares On-Demand ETF (OND), ProShares Smart Materials ETF (TINT), ProShares Nanotechnology ETF (TINY), ProShares Metaverse ETF (VERS), ProShares Supply Chain Logistics ETF (SUPL) and ProShares Nasdaq-100 Dorsey Wright Momentum ETF (QQQA).

3  Past performance is not a guarantee of future results.

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: MAY 31, 2022 :: III


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

•  Compounding of Daily Returns and Volatility: ProShares Decline of the Retail Store ETF (EMTY) seeks daily investment results, before fees and expenses, that correspond to the performance of a daily benchmark that is the inverse (-1x) of its underlying index for a single day only, not for any other period. For longer periods, performance may be greater than or less than the inverse of the Fund's index performance over the period, before fees and expenses. This is due to the effects of compounding, which exists in all investments, but has a more significant impact on a geared fund. In general, during periods of higher index volatility, compounding will cause the Fund's performance for periods longer than a single day to be more or less than the inverse (-1x) of the return of the index. This effect becomes more pronounced as volatility increases. Conversely, in periods of lower index volatility (particularly when combined with higher index returns), the Fund's returns over longer periods can be higher than the inverse (-1x) of the return of the index. Actual results for a particular period, before fees and expenses, are also dependent on the following factors: a) period of time; b) financing rates associated with derivatives; c) other Fund expenses; d) dividends paid with respect to the securities in the index, e) the index's volatility; and f) the index's performance. Longer holding periods, higher index volatility and inverse exposure each exacerbates the impact of compounding on the Fund's performance. During periods of higher index volatility, the volatility of the Fund's index may affect the Fund's return as much as or more than the return of its index. Daily volatility for the U.S. equity markets increased from a year ago. The volatility for the S&P 500 for the year ended May 31, 2022, was 18.10%, which was slightly higher than the prior year's volatility of 17.28%. The volatility of the Fund's index was 26.44%.

  Financing Rates Associated with Derivatives: The performance of Funds that use derivatives was impacted by the related financing costs. Financial instruments such as futures contracts carry implied financing costs. Forward and swap financing rates are negotiated between the Funds and their counterparties, and are set at the Fed Funds rate ("FEDL01") plus or minus a negotiated spread. This rate was changed from the one week/one month London Interbank Offered Rate ("LIBOR") in the third and fourth quarters of 2021. The Fed Funds rate appreciated from 0.05% to 0.83% during the fiscal year. Each Fund with long exposure via derivatives was generally negatively affected by financing rates. Conversely, most Funds with short/inverse derivative exposure generally benefited from financing rates.

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

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

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

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

4  Indexes do not actually hold a portfolio of securities and/or financial instruments. Indexes do not incur fees, expenses and transaction costs. Fees, expenses and transaction costs incurred by the Matching Funds and ProShares Decline of the Retail Store ETF (EMTY) negatively impact the performance of those Funds relative to their respective indexes. Performance of each Matching Fund and ProShares Decline of the Retail Store ETF (EMTY) will generally differ from the performance of the Fund's index.

IV :: MAY 31, 2022 :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST


ProShares Big Data Refiners ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FactSet Big Data Refiners Index (the "Index"). From inception on September 29, 2021 to May 31, 2022, the Fund had a total return of –39.57%1. For the same period, the Index had a total return of –39.42%2 and a volatility of 15.23%. For the period, the Fund had an average daily volume of 1,892 shares.

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

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Big Data Refiners ETF from September 29, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Cumulative Total Return as of 05/31/22

    Since Inception (9/29/21)  
ProShares Big Data Refiners ETF -39.57 %
FactSet Big Data Refiners Index -39.42 %

Expense Ratios**

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

**Reflects the expense ratio as reported in the Prospectus dated September 27, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Zendesk, Inc. 6.6 %
Splunk, Inc. 6.2 %
Teradata Corp. 6.2 %
Five9, Inc. 5.2 %
Alteryx, Inc., Class A 5.0 %

FactSet Big Data Refiners
Index – Composition

    % of Index  
Information Technology 98.3 %
Consumer Discretionary 1.1 %
Industrials 0.6 %

FactSet Big Data Refiners
Index – Country

    % of Index  
United States 93.7 %
Israel 4.5 %
Australia 0.8 %
Japan 0.6 %
Canada 0.4 %

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

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

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

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

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


ProShares Bitcoin Strategy ETF (the "Fund") seeks capital appreciation. There can be no assurance that the Fund will achieve its investment objective. From inception on October 18, 2021 to May 31, 2022, the Fund had a total return of –50.85%1. For the same period, the Bloomberg Galaxy Bitcoin Index had a total return of –48.45%2 and a volatility of 65.08%. For the period, the Fund had an average daily volume of 7,649,132 shares.

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

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Bitcoin Strategy ETF from October 18, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Cumulative Total Return as of 05/31/22

    Since Inception (10/18/21)  
ProShares Bitcoin Strategy ETF -50.85 %
Bloomberg Galaxy Bitcoin Index -48.45 %

Expense Ratios**

Fund   Gross   Net  
ProShares Bitcoin Strategy ETF 0.95 % 0.95 %

**Reflects the expense ratio as reported in the Prospectus dated October 18, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Futures Contracts 100 %
Total Exposure 100 %

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

CF Bitcoin-dollar Us Settlement Price Index – Composition

    % of Index  
Bitcoin Futures 100 %

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

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

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

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

VI :: BITO BITCOIN STRATEGY ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST


ProShares Decline of the Retail Store ETF (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (–1x) of the return of the SolactiveProShares Bricks and Mortar Retail Store Index (the "Index") for a single day, not for any other period. For the year ended May 31, 2022, the Fund had a total return of –2.25%1. For the same period, the Index had a total return of –5.85%2 and a volatility of 26.44%. For the period, the Fund had an average daily volume of 12,189 shares.

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

During the year ended May 31, 2022, the Fund invested in swap agreements as a substitute for investing directly in or taking short positions in the securities of the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Decline of the Retail Store ETF from November 14, 2017 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Since Inception (11/14/17)  
ProShares Decline of the Retail
Store ETF
-2.25 % -17.85 %
Solactive-ProShares Bricks and
Mortar Retail Store Index
-5.85 % 12.47 %

Expense Ratios**

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

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

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

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

Solactive-ProShares Bricks and Mortar Retail Store
Composite Index – Composition

    % of Index  
Consumer Discretionary 67.9 %
Consumer Staples 29.3 %
Materials 2.8 %

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

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

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

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

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


ProShares DJ Brookfield Global Infrastructure ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Dow Jones Brookfield Global Infrastructure Composite Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 11.32%1. For the same period, the Index had a total return of 11.20%2 and a volatility of 11.92%. For the period, the Fund had an average daily volume of 22,515 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by S&P Dow Jones Indices LLC, consists of companies domiciled globally that qualify as "pure-play" infrastructure companies — companies whose primary business is the ownership and operation of infrastructure assets, activities that generally generate long-term stable cash flows.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares DJ Brookfield Global Infrastructure ETF from March 25, 2014 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (3/25/14)  
ProShares DJ Brookfield
Global Infrastructure ETF
11.32 %** 6.54 % 6.16 %
Dow Jones Brookfield
Global Infrastructure
Composite Index
11.20 % 6.17 % 5.81 %

Expense Ratios***

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

**The Fund's Average Annual Total Returns are based on net asset values calculated for shareholder transactions which are not reflective of adjustments required pursuant to Generally Accepted Accounting Principles (GAAP). Accordingly, differences may exist between this data and similar information reported in the financial statements.

***Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

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

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

Largest Equity Holdings

Company   % of Net Assets  
American Tower Corp. 7.3 %
Enbridge, Inc. 7.0 %
Crown Castle International
Corp.
5.1 %
National Grid plc 4.3 %
TC Energy Corp. 4.3 %

Dow Jones Brookfield Global Infrastructure Composite Index – Composition

    % of Index  
Utilities 36.3 %
Energy 32.1 %
Real Estate 14.8 %
Transportation 8.3 %
Capital Goods 4.7 %
Telecommunication Services 2.9 %
Others 0.5 %
Media & Entertainment 0.4 %

Dow Jones Brookfield Global Infrastructure Composite Index – Country

    % of Index  
United States 51.1 %
Canada 17.1 %
United Kingdom 6.5 %
Spain 5.6 %
France 4.8 %
Australia 3.5 %
Italy 3.4 %
Others 3.1 %
China 2.1 %
Hong Kong 1.8 %
Japan 1.0 %

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

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

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

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

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


ProShares Equities for Rising Rates ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Nasdaq U.S. Large Cap Equities for Rising Rates Index (the "Index"). The goal of the Index is to provide relative outperformance, as compared to traditional large-cap indexes, during periods of rising U.S. Treasury rates. For the year ended May 31, 2022, the Fund had a total return of 10.65%1. For the same period, the Index had a total return of 11.11%2 and a volatility of 23.80%. For the period, the Fund had an average daily volume of 13,329 shares.

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

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Equities for Rising Rates ETF from July 24, 2017 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Since Inception (7/24/17)  
ProShares Equities for Rising
Rates ETF
10.65 % 8.69 %
Nasdaq U.S. Large Cap Equities for
Rising Rates Index
11.11 % 9.13 %

Expense Ratios**

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

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Valero Energy Corp. 3.4 %
Marathon Petroleum Corp. 3.2 %
Marathon Oil Corp. 3.1 %
Phillips 66 3.1 %
Devon Energy Corp. 3.1 %

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

    % of Index  
Energy 29.5 %
Financials 26.6 %
Basic Materials 20.4 %
Industrials 14.2 %
Consumer Discretionary 9.3 %

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

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

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

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

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


ProShares Global Listed Private Equity ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the LPX Direct Listed Private Equity Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –12.80%1. For the same period, the Index had a total return of –12.42%2 and a volatility of 18.18%. For the period, the Fund had an average daily volume of 4,822 shares.

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

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Global Listed Private Equity ETF from February 26, 2013 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (2/26/13)  
ProShares Global Listed
Private Equity ETF
-12.80 % 3.23 % 6.21 %
LPX Direct Listed Private
Equity Index
-12.42 % 3.62 % 6.66 %

Expense Ratios**

Fund   Gross   Net  
ProShares Global Listed Private
Equity ETF
3.47 % 2.67 %

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 87 %
Closed End Funds 12 %
Total Exposure 99 %

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

Largest Equity Holdings

Company   % of Net Assets  
3i Group plc 10.1 %
Ares Capital Corp. 9.9 %
FS KKR Capital Corp. 9.0 %
Kinnevik AB, Class B 7.6 %
Onex Corp. 6.7 %

LPX Direct Listed Private Equity
Index – Country

    % of Index  
United States 47.5 %
United Kingdom 20.6 %
Sweden 9.9 %
France 8.9 %
Canada 6.8 %
Switzerland 3.9 %
Germany 1.3 %
Belgium 1.1 %

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

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

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

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

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


ProShares Hedge Replication ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Merrill Lynch Factor Model® — Exchange Series (the "Benchmark"). For the year ended May 31, 2022, the Fund had a total return of –8.10%1. For the same period, the Benchmark had a total return of –6.88%2 and a volatility of 7.59%. For the period, the Fund had an average daily volume of 5,663 shares.

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

During the year ended May 31, 2022, the Fund invested in swap agreements and futures contracts as a substitute for investing directly in or taking short positions in the Factors of the Benchmark. These derivatives generally tracked the performance of the underlying benchmark and the Fund was generally 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.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Hedge Replication ETF from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Ten Years  
ProShares Hedge Replication ETF -8.10 % 2.06 % 2.51 %
Merrill Lynch Factor Model —
Exchange Series Benchmark
-6.88 % 3.12 % 3.55 %

Expense Ratios**

Fund   Gross   Net  
ProShares Hedge Replication ETF 1.88 % 0.95 %

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 20 %
Swap Agreements (Long) 14 %
Long Euro Futures Contracts 17 %

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

Largest Equity Holdings

Company   % of Net Assets  
Ovintiv, Inc. 0.1 %
Antero Resources Corp. 0.1 %
Chesapeake Energy Corp. 0.1 %
Southwestern Energy Co. 0.1 %
Range Resources Corp. 0.1 %

Merrill Lynch Factor Model – Exchange Series – Composition

    % of Benchmark  
Three-month U.S.
Treasury Bills
74.0 %
Russell 2000® Total
Return Index
21.2 %
MSCI Emerging Markets
Free USD Net Total Return
6.6 %
MSCI EAFE USD Net Total
Return Index
5.0 %
S&P 500® Total Return Index 1.7 %
Proshares UltraShort
Euro ETF
(8.5 %)

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

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

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

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

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


ProShares High Yield-Interest Rate Hedged (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE High Yield (Treasury Rate-Hedged) Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 1.56%1. For the same period, the Index had a total return of 1.672 and a volatility of 6.08%. For the period, the Fund had an average daily volume of 20,312 shares.

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

During the year ended May 31, 2022, the Fund invested in futures contracts as a substitute for taking short positions in Treasury Securities. These derivatives generally tracked the performance of their underlying index.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares High Yield-Interest Rate Hedged from May 21, 2013 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (5/21/13)  
ProShares High
Yield-Interest Rate
Hedged
1.56 % 3.09 % 2.39 %
Citi High Yield
(Treasury Rate-Hedged)
Index
1.67 % 3.59 % 3.16 %

Expense Ratios**

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

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
High Yield Bonds 96 %
U.S. Treasury Notes
Futures Contracts
(95 %)

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

Largest Long-Term Fixed-Income Holdings

    % of Net Assets  
BlackRock Liquidity
FedFund, Institutional
Class, 0.72%, due
2.2 %
DISH DBS Corp.,
5.25%, due 12/01/26
1.3 %
DT Midstream, Inc.,
4.38%, due 06/15/31
1.3 %
American Airlines, Inc.,
5.50%, due 04/20/26
1.2 %
DaVita, Inc.,
4.63%, due 06/01/30
1.1 %

FTSE High Yield (Treasury Rate-Hedged)
Index – Composition

    % of High Yield Bonds  
Industrials 82.7 %
Utilities 9.7 %
Financials 7.6 %

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

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

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

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

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


ProShares Inflation Expectations ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE 30-Year TIPS (Treasury Rate-Hedged) Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 12.65%1. For the same period, the Index had a total return of 13.56%2 and a volatility of 16.78%. For the period, the Fund had an average daily volume of 23,103 shares.

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

During the year ended May 31, 2022, the Fund invested in swap agreements as a substitute for investing directly in or taking short positions in the fixed income securities underlying the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally negatively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's Advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Inflation Expectations ETF from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through April 17, 2016 reflects the performance of the Credit Suisse 30-Year Inflation Breakeven Index. Index performance beginning on April 18, 2016 reflects the performance of the FTSE 30-Year TIPS (Treasury Rate-Hedged) Index.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Ten Years  
ProShares Inflation Expectations ETF 12.65 % 5.69 % 0.23 %
Citi 30-Year TIPS (Treasury
Rate-Hedged) Index
13.56 % 5.11 % 0.44 %

Expense Ratios**

Fund   Gross   Net  
ProShares Inflation Expectations ETF 1.70 % 0.30 %

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Swap Agreements (Long) 100 %
Swap Agreements (Long exposure to inverse index) 161 %

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

FTSE 30-Year TIPS (Treasury Rate-Hedged)
Index – Composition

    % of Index  
30-Year Treasury Inflation-Protected
Securities (TIPS) Bond
100 %
30-Year U.S. Treasury Bond (161.4 %)

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

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

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

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

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


ProShares Investment Grade-Interest Rate Hedged (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE Corporate Investment Grade (Treasury Rate-Hedged) Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –4.21%1. For the same period, the Index had a total return of –3.61%2 and a volatility of 6.80%. For the period, the Fund had an average daily volume of 113,475 shares.

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

During the year ended May 31, 2022, the Fund invested in futures contracts as a substitute for taking short positions in Treasury Securities. These derivatives generally tracked the performance of their underlying index.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Investment Grade-Interest Rate Hedged from November 5, 2013 to May 31, 2021, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (11/5/13)  
ProShares Investment
Grade-Interest Rate
Hedged
-4.21 % 2.00 % 1.96 %
FTSE Corporate
Investment Grade
(Treasury Rate-Hedged)
Index
-3.61 % 2.18 % 2.24 %

Expense Ratios**

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

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Corporate Bonds 95 %
U.S. Treasury Notes/Bonds
Futures Contracts
(97 %)

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

Largest Long-Term Fixed-Income Holdings

    % of Net Assets  
Goldman Sachs Group, Inc.
(The), 6.75%, due 10/01/37
1.9 %
GE Capital International
Funding Co. Unlimited Co.,
4.42%, due 11/15/35
1.8 %
HSBC Holdings plc,
4.95%, due 03/31/30
1.3 %
Pfizer, Inc.,
7.20%, due 03/15/39
1.3 %
International Business
Machines Corp.,
3.50%, due 05/15/29
1.2 %

FTSE Corporate Investment Grade (Treasury Rate-Hedged)
Index – Composition

    % of High Yield Bond  
Industrials 48.0 %
Financials 41.1 %
Utilities 10.9 %

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

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

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

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

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


ProShares K-1 Free Crude Oil Strategy ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Bloomberg Commodity Balanced WTI Crude Oil IndexSM (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 81.99%1. For the same period, the Index had a total return of 84.45%2 and a volatility of 37.05%. For the period, the Fund had an average daily volume of 48,995 shares.

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

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares K-1 Free Crude Oil Strategy ETF from September 26, 2016 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through May 17, 2021 reflects the performance of the West Texas Intermediate crude oil futures market. Index performance beginning on May 18, 2021 reflects the performance of the Bloomberg Commodity Balanced WTI Crude Oil Index

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (9/26/16)  
ProShares K-1 Free
Crude Oil Strategy ETF
81.99 % 4.16 % 2.66 %
Bloomberg Commodity
Balanced WTI Crude Oil
Index
84.45 % 20.98 % 17.71 %

Expense Ratios**

Fund   Gross   Net  
ProShares K-1 Free Crude Oil
Strategy ETF
0.67 % 0.67 %

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Commodity Futures Contracts (Long) 97 %
Total Exposure 97 %

Bloomberg Commodity Balanced WTI Crude Oil
Index – Composition

    % of Index  
WTI Crude Oil 100 %

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

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

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

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

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


ProShares Large Cap Core Plus (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Credit Suisse 130/30 Large Cap Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 3.79%1. For the same period, the Index had a total return of 4.50%2 and a volatility of 17.78%. For the period, the Fund had an average daily volume of 18,660 shares.

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

During the year ended May 31, 2022, the Fund invested in swap agreements as a substitute for investing directly in or taking short positions in the securities of the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Large Cap Core Plus from May 31, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Ten Years  
ProShares Large Cap Core Plus 3.79 % 12.32 % 14.39 %
Credit Suisse 130/30 Large Cap Index 4.50 % 13.05 % 15.11 %

Expense Ratios**

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

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 94 %
Swap Agreements (Long) 36 %
Swap Agreements (Short) (30 %)
Net Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Apple, Inc. 4.7 %
Microsoft Corp. 4.0 %
Amazon.com, Inc. 2.0 %
Tesla, Inc. 1.2 %
Alphabet, Inc., Class A 1.1 %

Credit Suisse 130/30 Large Cap
Index – Composition

    % of Index  
Information Technology 25.3 %
Health Care 15.2 %
Consumer Discretionary 10.4 %
Financials 10.0 %
Communication Services 9.9 %
Industrials 7.3 %
Real Estate 7.0 %
Consumer Staples 5.9 %
Energy 5.5 %
Materials 2.1 %
Utilities 1.4 %

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

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

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

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

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


ProShares Long Online/Short Stores ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the ProShares Long Online/Short Stores Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of-52.75%1. For the same period, the Index had a total return of –52.30%2 and a volatility of 33.56%. For the period, the Fund had an average daily volume of 6,039 shares.

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

During the year ended May 31, 2022, the Fund invested in swap agreements as a substitute for investing directly in or taking short positions in the securities of the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively impacted by financing rates associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties for the Fund to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Long Online/Short Stores ETF from November 14, 2017 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Since Inception (11/14/17)  
ProShares Long Online/Short
Stores ETF
-52.75 % -1.27 %
ProShares Long Online/Short
Stores Index
-52.30 % -0.83 %

Expense Ratios**

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

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 88 %
Swap Agreements (Long) 12 %
Swap Agreements (Short) (50 %)
Total Exposure 50 %

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

Largest Equity Holdings

Company   % of Net Assets  
Amazon.com, Inc. 21.6 %
Alibaba Group Holding Ltd.
(ADR)
11.5 %
eBay, Inc. 4.5 %
JD.com, Inc. (ADR) 3.3 %
DoorDash, Inc., Class A 2.6 %

ProShares Long Online/Short Stores
Index – Composition

    % of Index  
Consumer Discretionary 62.2 %
Health Care 1.2 %
Consumer Staples 0.2 %
Materials (1.4 %)
Communication Services (12.2 %)

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

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

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

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

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


ProShares Merger ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P® Merger Arbitrage Index (the "Index"). For the year ended May 31, 2021, the Fund had a total return of –1.07%1. For the same period, the Index had a total return of 0.33%2 and a volatility of 3.62%. For the period, the Fund had an average daily volume of 9,617 shares.

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

During the year ended May 31, 2022, the Fund invested in swap agreements and forward currency contracts as a substitute for investing directly in or taking short positions in the securities of the Index. These derivatives generally tracked the performance of their underlying index and the Fund was generally positively 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.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Merger ETF from December 11, 2012 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (12/11/12)  
ProShares Merger ETF -1.07 % 3.09 % 0.84 %
S&P Merger Arbitrage
Index
0.33 % 4.01 % 1.89 %

Expense Ratios**

Fund   Gross   Net  
ProShares Merger ETF 1.68 % 0.75 %

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. Contractual fee waivers are in effect through September 30, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 85 %
Swap Agreements (Long) 21 %
Swap Agreements (Short) (7 %)
Forward Currency Contracts (8 %)

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

Largest Equity Holdings

Company   % of Net Assets  
South Jersey Industries, Inc. 2.6 %
Cerner Corp. 2.6 %
Healthcare Realty Trust, Inc. 2.5 %
Datto Holding Corp. 2.5 %
Sanderson Farms, Inc. 2.5 %

S&P Merger Arbitrage
Index – Composition

    % of Index  
Information Technology 36.1 %
Industrials 20.1 %
Health Care 12.5 %
communication Services 10.5 %
Real Estate 5.6 %
Financials 5.5 %
Utilities 3.3 %
Consumer Staples 3.2 %
Energy 3.2 %

Regional Exposure

    % of Index  
United States 86.7 %
United Kingdom 4.5 %
Canada 3.1 %
Australia 2.9 %
France 2.8 %

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

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

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

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

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


ProShares Metaverse ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Solactive Metaverse Theme Index (the "Index"). From inception on March 15, 2022 to May 31, 2022, the Fund had a total return of –11.12%1. For the same period, the Index had a total return of –10.92%2 and a volatility of 36.17%. For the period, the Fund had an average daily volume of 8,420 shares.

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

As the ProShares Metaverse Theme ETF does not have more than six months of operating results, a line graph of a $10,000 investment and total return table are not presented

Expense Ratios**

Fund   Gross   Net  
ProShares Metaverse ETF 0.58 % 0.58 %

**Reflects the expense ratio as reported in the Prospectus dated March 14, 2022. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Himax Technologies,
Inc. (ADR)
4.9 %
Vuzix Corp. 4.8 %
PTC, Inc. 4.7 %
Microsoft Corp. 4.4 %
Alphabet, Inc., Class A 4.4 %

Solactive Metaverse Theme
Index – Composition

Strategy   % of Index  
Information Technology 53.9 %
Communication Services 29.8 %
Consumer Discretionary 11.3 %
Health Care 2.8 %
Real Estate 2.2 %

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

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

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

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

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


ProShares MSCI EAFE Dividend Growers ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the MSCI EAFE Dividend Masters Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –16.64%1. For the same period, the Index had a total return of –16.11%2 and a volatility of 13.29%. For the period, the Fund had an average daily volume of 8,617 shares.

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

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares MSCI EAFE Dividend Growers ETF from August 19, 2014 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (8/19/14)  
ProShares MSCI EAFE
Dividend Growers ETF
-16.64 % 2.38 % 1.25 %
MSCI EAFE Dividend
Masters Index
-16.11 % 2.86 % 1.75 %

Expense Ratios**

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

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 99 %
Total Exposure 99 %

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

Largest Equity Holdings

Company   % of Net Assets  
Nihon M&A Center
Holdings, Inc.
1.7 %
Tokio Marine Holdings, Inc. 1.7 %
Ashtead Group plc 1.7 %
Halma plc 1.6 %
Otsuka Corp. 1.6 %

MSCI EAFE Dividend Masters
Index – Composition

    % of Index  
Industrials 18.7 %
Health Care 17.1 %
Information Technology 14.9 %
Consumer Staples 11.6 %
Utilities 9.8 %
Consumer Discretionary 7.9 %
Financials 7.8 %
Materials 5.7 %
Real Estate 3.4 %
Energy 1.6 %
Communication Services 1.5 %

MSCI EAFE Dividend Masters
Index – Country

    % of Index  
Japan 30.0 %
United kingdom 18.1 %
Switzerland 10.5 %
Germany 9.7 %
Hong Kong 7.4 %
Australia 6.3 %
Others 6.1 %
Denmark 4.5 %
Netherlands 3.1 %
Belgium 2.5 %
Spain 1.8 %

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

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

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

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

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


ProShares MSCI Emerging Markets Dividend Growers ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the MSCI Emerging Markets Dividend Masters Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –16.82%1. For the same period, the Index had a total return of –16.49%2 and a volatility of 17.62%. For the period, the Fund had an average daily volume of 1,424 shares.

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

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares MSCI Emerging Markets Dividend Growers ETF from January 25, 2016 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (1/25/16)  
ProShares MSCI
Emerging Markets
Dividend Growers ETF
-16.82 %** 1.71 % 6.17 %
MSCI Emerging Markets
Dividend Masters Index
-16.49 % 2.88 % 7.32 %

Expense Ratios***

Fund   Gross   Net  
ProShares MSCI Emerging Markets
Dividend Growers ETF
0.61 % 0.61 %

**The Fund's Average Annual Total Returns are based on net asset values calculated for shareholder transactions which are not reflective of adjustments required pursuant to Generally Accepted Accounting Principles (GAAP). Accordingly, differences may exist between this data and similar information reported in the financial statements.

***Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Interconexion Electrica
SA ESP
2.8 %
Grupo Bimbo SAB de CV 2.3 %
Chailease Holding Co. Ltd. 2.2 %
Luxshare Precision Industry
Co. Ltd., Class A
2.2 %
China Gas Holdings Ltd. 2.2 %

MSCI Emerging Markets Dividend Masters Index – Composition

    % of Index  
Health Care 15.9 %
Consumer Staples 14.2 %
Financials 13.9 %
Utilities 13.4 %
Materials 9.4 %
Real Estate 8.4 %
Communication Services 8.4 %
Consumer Discretionary 8.0 %
Industrials 4.9 %
Information Technology 3.5 %

MSCI Emerging Markets Dividend Masters Index – Country

    % of Index  
China 48.9 %
India 19.5 %
Mexico 7.5 %
Greece 4.5 %
Korea 4.3 %
Malaysia 4.1 %
Taiwan 4.1 %
Colombia 2.5 %
Brazil 2.4 %
Turkey 2.2 %

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

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

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

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

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


ProShares MSCI Europe Dividend Growers ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the MSCI Europe Dividend Masters Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –13.59%%1. For the same period, the Index had a total return of –13.15%2 and a volatility of 17.06%. For the period, the Fund had an average daily volume of 1,136 shares.

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

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares MSCI Europe Dividend Growers ETF from September 9, 2015 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (9/9/15)  
ProShares MSCI Europe
Dividend Growers ETF
-13.59 % 3.34 % 3.32 %
MSCI Europe Dividend
Masters Index
-13.15 % 3.96 % 3.94 %

Expense Ratios**

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

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 99 %
Total Exposure 99 %

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

Largest Equity Holdings

Company   % of Net Assets  
Ashtead Group plc 2.9 %
Halma plc 2.8 %
ASML Holding NV 2.8 %
AVEVA Group plc 2.8 %
Chocoladefabriken Lindt &
Spruengli AG, Class PC
2.8 %

MSCI Europe Dividend Masters
Index – Composition

    % of Index  
Health Care 24.7 %
Industrials 24.1 %
Information Technology 12.3 %
Consumer Staples 10.7 %
Materials 10.1 %
Utilities 8.9 %
Financials 6.6 %
Communication Services 2.6 %

MSCI Europe Dividend Masters
Index – Country

    % of Index  
United Kingdom 32.2 %
Switzerland 18.6 %
Germany 17.2 %
Denmark 8.1 %
Netherlands 5.5 %
Belgium 4.4 %
Spain 3.2 %
France 2.9 %
Italy 2.8 %
Norway 2.6 %
Ireland 2.5 %

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

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

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

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

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


ProShares MSCI Transformational Changes ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the MSCI Global Transformational Changes Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –20.03%1. For the same period, the Index had a total return of –20.14%2 and a volatility of 20.01%. For the period, the Fund had an average daily volume of 3,004 shares.

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

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares MSCI Transformational Changes ETF from October 14, 2020 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Since Inception (10/14/20)  
ProShares MSCI Transformational
Changes ETF
-20.03 % -7.85 %
MSCI Global Transformational
Changes Index
-20.14 % -7.61 %

Expense Ratios**

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

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Alibaba Group Holding Ltd. 2.3 %
Amazon.com, Inc. 2.2 %
NVIDIA Corp. 2.1 %
Tencent Holdings Ltd. 2.1 %
Alphabet, Inc., Class A 2.1 %

MSCI Global Transformational Changes
Index – Composition

    % of Index  
Health Care 29.1 %
Information Technology 26.4 %
Materials 12.6 %
Consumer Discretionary 12.1 %
Communication Services 9.9 %
Consumer Staples 5.5 %
Industrials 4.1 %
Real Estate 0.3 %

MSCI Global Transformational Changes
Index – Country

    % of Index  
United States 80.9 %
China 7.4 %
Switzerland 4.5 %
Germany 2.6 %
Ireland 2.1 %
Others 0.6 %
Netherlands 0.5 %
Sweden 0.4 %
Singapore 0.4 %
Taiwan 0.3 %
Brazil 0.3 %

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

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

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

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

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


ProShares Nanotechnology ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Solactive Nanotechnology Index (the "Index"). From inception on October 26, 2021 to May 31, 2022, the Fund had a total return of –15.05%1. For the same period, the Index had a total return of –14.54%2 and a volatility of 28.45%. For the period, the Fund had an average daily volume of 2,175 shares.

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

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Nanotechnology ETF from October 26, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Cumulative Total Return as of 05/31/22

    Since Inception (10/26/21)  
ProShares Nanotechnology ETF -15.05 %
Solactive Nanotechnology Index -14.54 %

Expense Ratios**

Fund   Gross   Net  
ProShares Nanotechnology ETF 0.58 % 0.58 %

**Reflects the expense ratio as reported in the Prospectus dated September 27, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Novavax, Inc. 5.1 %
Advanced Micro Devices,
Inc.
4.9 %
Cabot Corp. 4.7 %
KLA Corp. 4.7 %
Onto Innovation, Inc. 4.7 %

Solactive Nanotechnology
Index – Composition

    % of Index  
Information Technology 69.5 %
Health Care 18.8 %
Materials 9.1 %
Industrials 2.6 %

Solactive Nanotechnology
Index – Country

    % of Index  
United States 72.1 %
Japan 11.6 %
Netherlands 4.2 %
Taiwan 4.1 %
South Korea 3.0 %
Singapore 2.6 %
Israel 1.6 %
Germany 0.8 %

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

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

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

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

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


ProShares Nasdaq-100 Dorsey Wright Momentum ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the Nasdaq-100 Dorsey Wright Momentum Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –18.60%1. For the same period, the Index had a total return of –18.07%2 and a volatility of 27.48%. For the period, the Fund had an average daily volume of 7,230 shares.

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

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Nasdaq-100 Dorsey Wright Momentum ETF from May 18, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 05/31/22

    One Year   Since Inception (5/18/21)  
ProShares Nasdaq-100 Dorsey
Wright Momentum ETF
-18.60 % -13.91 %
Nasdaq-100 Dorsey Wright
Momentum Index
-18.07 % -13.34 %

Expense Ratios**

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

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Marriott International, Inc.,
Class A
5.8 %
Synopsys, Inc. 5.5 %
American Electric Power
Co., Inc.
5.4 %
Broadcom, Inc. 5.4 %
Dollar Tree, Inc. 5.4 %

Nasdaq-100 Dorsey Wright Momentum Index – Composition

    % of Index  
Information Technology 38.1 %
Consumer Discretionary 23.8 %
Health Care 13.4 %
Utilities 10.9 %
Industrials 5.0 %
Communication Services 4.6 %
Consumer Staples 4.2 %

Nasdaq-100 Dorsey Wright Momentum Index – Country

United States     91.1 %  
United Kingdom 5.1 %
Argentina 3.8 %

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

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

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

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

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


ProShares On-Demand ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FactSet On≠-Demand Index (the "Index"). From inception on October 26, 2021 to May 31, 2022, the Fund had a total return of –45.66%1. For the same period, the Index had a total return of –45.52%2 and a volatility of 33.55%. For the period, the Fund had an average daily volume of 1,371 shares.

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

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares On-Demand ETF from October 26, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Cumulative Total Return as of 05/31/22

    Since Inception (10/26/21)  
ProShares On-Demand ETF -45.66 %
FactSet On-Demand Index -45.52 %

Expense Ratios**

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

**Reflects the expense ratio as reported in the Prospectus dated September 27, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Activision Blizzard, Inc. 9.7 %
Take-Two Interactive
Software, Inc.
8.4 %
Electronic Arts, Inc. 7.9 %
Nexon Co. Ltd. 6.5 %
Meituan 5.5 %

FactSet On-Demand
Index – Composition

    % of Index  
Communication Services 71.2 %
Consumer Discretionary 19.5 %
Industrials 7.6 %
Information Technology 1.7 %

FactSet On-Demand
Index – Country

United States     49.1 %  
Japan 13.4 %
China 11.3 %
South Korea 8.6 %
Luxembourg 3.5 %
Sweden 3.1 %
France 3.0 %
Netherlands 2.5 %
Germany 2.4 %
Others 1.6 %
Singapore 1.5 %

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

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

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

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

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


ProShares Online Retail ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the ProShares Online Retail Index (the "Index"). For the year ended May 31 2022, the Fund had a total return of –53.95%1. For the same period, the Index had a total return of –53.75%2 and a volatility of 40.78%. For the period, the Fund had an average daily volume of 82,873 shares.

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

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Online Retail ETF from July 13, 2018 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Since Inception (7/13/18)  
ProShares Online Retail ETF -53.95 % -3.15 %
ProShares Online Retail Index -53.75 % -2.64 %

Expense Ratios**

Fund   Gross   Net  
ProShares Online Retail ETF 0.58 % 0.58 %

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/21

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Amazon.com, Inc. 24.4 %
Alibaba Group Holding Ltd.
(ADR)
13.0 %
eBay, Inc. 5.1 %
JD.com, Inc. (ADR) 3.7 %
DoorDash, Inc., Class A 3.0 %

ProShares Online Retail
Index – Composition

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

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

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

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

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: ONLINE RETAIL ETF ONLN :: XXVII


ProShares Pet Care ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FactSet Pet Care Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –26.74%1. For the same period, the Index had a total return of –26.44%2 and a volatility of 21.80%. For the period, the Fund had an average daily volume of 29,357 shares.

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

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Pet Care ETF from November 5, 2018 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Since Inception (11/5/18)  
ProShares Pet Care ETF -26.74 % 10.62 %
FactSet Pet Care IndexTM -26.44 % 11.23 %

Expense Ratios**

Fund   Gross   Net  
ProShares Pet Care ETF 0.50 % 0.50 %

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/21

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
IDEXX Laboratories, Inc. 10.2 %
Elanco Animal Health, Inc. 10.0 %
Zoetis, Inc. 9.8 %
Dechra Pharmaceuticals plc 8.2 %
Freshpet, Inc. 5.6 %

FactSet Pet Care Index – Composition

    % of Index  
Health Care 59.7 %
Consumer Staples 19.3 %
Consumer Discretionary 16.6 %
Financials 4.4 %

FactSet Pet Care Index – Country

    % of Index  
United States 70.2 %
United Kingdom 14.6 %
Switzerland 4.2 %
Sweden 3.4 %
France 2.9 %
Canada 1.6 %
Brazil 1.4 %
Finland 1.0 %
Japan 0.7 %

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

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

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

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

XXVIII :: PAWZ PET CARE ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCEPROSHARES TRUST


ProShares Russell 2000 Dividend Growers ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Russell 2000® Dividend Growth Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –4.80%1. For the same period, the Index had a total return of –4.41%2 and a volatility of 17.18%. For the period, the Fund had an average daily volume of 50,532 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by FTSE International Limited, targets companies that are currently members of the Russell 2000 Index, have increased dividend payments each year for at least 10 consecutive years and meet certain market capitalization and liquidity requirements. The Index contains a minimum of 40 stocks, which are equally weighted. No single sector is allowed to comprise more than 30% of the Index's weight.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Russell 2000 Dividend Growers ETF from February 3, 2015 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (2/3/15)  
ProShares Russell 2000
Dividend Growers ETF
-4.80 % 5.42 % 8.36 %
Russell 2000 Dividend
Growth Index
-4.41 % 5.90 % 8.84 %

Expense Ratios**

Fund   Gross   Net  
ProShares Russell 2000 Dividend
Growers ETF
0.40 % 0.40 %

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Griffon Corp. 1.6 %
Southwest Gas Holdings,
Inc.
1.5 %
BancFirst Corp. 1.4 %
Neenah, Inc. 1.3 %
Insperity, Inc. 1.3 %

Russell 2000 Dividend Growth
Index – Composition

    % of Index  
Financials 29.4 %
Industrials 19.8 %
Utilities 18.6 %
Materials 11.8 %
Consumer Staples 9.5 %
Health Care 3.3 %
Real Estate 3.2 %
Communication Services 2.4 %
Consumer Discretionary 1.0 %
Information Technology 1.0 %

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

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

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

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: RUSSELL 2000 DIVIDEND GROWERS ETF SMDV :: XXIX


ProShares Russell U.S. Dividend Growers ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Russell 3000® Dividend Elite Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –0.79%1. For the same period, the Index had a total return of –0.43%2 and a volatility of 14.46%. For the period, the Fund had an average daily volume of 1,666 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by FTSE International Limited, targets companies that are currently members of the Russell 3000 Index, which represents approximately 98% of the investable U.S. equity market, have increased dividend payments each year for at least 35 years and meet certain liquidity requirements. The Index contains a minimum of 40 stocks, which are equally weighted. No single sector is allowed to comprise more than 30% of the Index's weight.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Russell U.S. Dividend Growers ETF from November 5, 2019 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Since Inception (11/5/19)  
ProShares Russell U.S. Dividend
Growers ETF
-0.79 % 9.05 %
Russell 3000® Dividend Elite Index -0.43 % 9.56 %

Expense Ratios**

Fund   Gross   Net  
ProShares Russell U.S. Dividend
Growers ETF
0.35 % 0.35 %

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
RLI Corp. 1.8 %
National Fuel Gas Co. 1.8 %
Genuine Parts Co. 1.7 %
Universal Corp. 1.7 %
Consolidated Edison, Inc. 1.7 %

Russell 3000 Dividend Elite
Index – Composition

    % of Index  
Consumer Staples 22.8 %
Industrials 17.9 %
Utilities 13.8 %
Materials 13.2 %
Financials 12.5 %
Consumer Discretionary 7.6 %
Health Care 6.1 %
Communication Services 2.9 %
Information Technology 1.7 %
Real Estate 1.5 %

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

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

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

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

XXX :: TMDV RUSSELL U.S. DIVIDEND GROWERS ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCEPROSHARES TRUST


ProShares S&P 500® Bond ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P 500®/MarketAxess® Investment Grade Corporate Bond Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –10.65%1. For the same period, the Index had a total return of –10.23%2 and a volatility of 7.44%. For the period, the Fund had an average daily volume of 2,724 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Fund seeks to invest substantially all of its assets in the bonds included in the Index. The Index is constructed and maintained by S&P Dow Jones Indices LLC. The Index consists exclusively of investment grade bonds issued by companies in the S&P500, the most widely used U.S. equity benchmark.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P 500® Bond ETF from May 1, 2018 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Since Inception (5/1/18)  
ProShares S&P 500® Bond ETF -10.65 % 2.53 %
S&P 500®/MarketAxess®
Investment Grade Corporate
Bond Index
-10.23 % 2.67 %

Expense Ratios**

Fund   Gross   Net  
ProShares S&P 500® Bond ETF 0.15 % 0.15 %

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/21

Market Exposure

Investment Type   % of Net Assets  
Corporate Bonds 98 %
Total Exposure 98 %

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

Largest Long-Term Fixed-Income Holdings

    % of Net Assets  
Goldman Sachs Group, Inc.
(The), 3.85%, due 01/26/27
1.8 %
General Motors Co.,
6.80%, due 10/01/27
1.4 %
Johnson & Johnson,
2.95%, due 03/03/27
1.3 %
Chevron Corp.,
2.24%, due 05/11/30
1.3 %
Comcast Corp.,
3.15%, due 03/01/26
1.3 %

S&P 500®/MarketAxess® Investment
Grade Corporate Bond
Index – Composition

    % of Index  
Industrials 66.7 %
Financials 22.1 %
Utilities 11.1 %
Others 0.1 %

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

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

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

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: S&P 500® BOND ETF SPXB :: XXXI


ProShares S&P 500® Dividend Aristocrats ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P 500® Dividend Aristocrats® Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 1.72%1. For the same period, the Index had a total return of 2.09%2 and a volatility of 14.88%. For the period, the Fund had an average daily volume of 550,787 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by S&P Dow Jones Indices LLC, targets companies that are currently members of the S&P 500®, have increased dividend payments each year for at least 25 years, and meet certain market capitalization and liquidity requirements. The Index contains a minimum of 40 stocks, which are equally weighted, and no single sector is allowed to comprise more than 30% of the Index's weight.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P 500 Aristocrats ETF from October 9, 2013 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (10/9/13)  
ProShares S&P 500®
Dividend Aristocrats ETF
1.72 % 12.25 % 12.33 %
S&P 500 Dividend
Aristocrats Index
2.09 % 12.69 % 12.77 %

Expense Ratios**

Fund   Gross   Net  
ProShares S&P 500® Dividend
Aristocrats ETF
0.35 % 0.35 %

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Albemarle Corp. 2.1 %
Amcor plc 1.8 %
Exxon Mobil Corp. 1.8 %
Sherwin-Williams Co. (The) 1.8 %
Expeditors International of
Washington, Inc.
1.8 %

S&P 500 Dividend Aristocrats
Index – Composition

    % of Index  
Consumer Staples 21.2 %
Industrials 18.8 %
Materials 13.4 %
Financials 10.8 %
Health Care 10.7 %
Consumer Discretionary 7.5 %
Utilities 4.9 %
Information Technology 4.8 %
Real Estate 4.3 %
Energy 3.6 %

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

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

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

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

XXXII :: NOBL S&P 500® DIVIDEND ARISTOCRATS ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCEPROSHARES TRUST


ProShares S&P 500® Ex-Energy ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the S&P 500® Ex-Energy Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –2.61%1. For the same period, the Index had a total return of –2.44%2 and a volatility of 18.40%. For the period, the Fund had an average daily volume of 755 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index seeks to provide exposure to the companies of the S&P 500® Index (the "S&P 500®") with the exception of those companies included in the Energy Sector. The S&P 500® 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 and financial viability. The Index is constructed and maintained by S&P Dow Jones LLC.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P 500® Ex-Energy ETF from September 22, 2015 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (9/22/15)  
ProShares S&P 500®
Ex-Energy ETF
-2.61 % 13.28 % 14.09 %
S&P 500® Ex-Energy
Index
-2.44 % 13.59 % 14.42 %

Expense Ratios**

Fund   Gross   Net  
ProShares S&P 500® Ex-Energy ETF 0.13 % 0.09 %

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

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Apple, Inc. 6.9 %
Microsoft Corp. 6.1 %
Amazon.com, Inc. 3.2 %
Alphabet, Inc., Class A 2.1 %
Tesla, Inc. 1.9 %

S&P 500 Ex-Energy Index – Composition

    % of Index  
Information Technology 28.5 %
Health Care 15.1 %
Financials 11.8 %
Consumer Discretionary 11.4 %
Communication Services 9.3 %
Industrials 8.2 %
Consumer Staples 6.8 %
Utilities 3.1 %
Materials 2.9 %
Real Estate 2.9 %

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

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

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

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: S&P 500® EX-ENERGY ETF SPXE :: XXXIII


ProShares S&P 500® Ex-Financials ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the S&P 500® Ex-Financials and Real Estate Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –0.03%1. For the same period, the Index had a total return of 0.19%2 and a volatility of 18.51%. For the period, the Fund had an average daily volume of 394 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index seeks to provide exposure to the companies of the S&P 500® Index (the "S&P 500®") with the exception of those companies included in the Financials and Real Estate Sectors. The S&P 500® 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 and financial viability. The Index is constructed and maintained by S&P Dow Jones LLC.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P 500® Ex-Financials ETF from September 22, 2015 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (9/22/15)  
ProShares S&P 500®
Ex-Financials ETF
-0.03 % 13.55 % 14.15 %
S&P 500® Ex-Financials
and Real Estate Index
0.19 % 13.83 % 14.46 %

Expense Ratios**

Fund   Gross   Net  
ProShares S&P 500®
Ex-Financials ETF
0.13 % 0.09 %

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

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Apple, Inc. 7.7 %
Microsoft Corp. 6.8 %
Amazon.com, Inc. 3.5 %
Alphabet, Inc., Class A 2.3 %
Tesla, Inc. 2.1 %

S&P 500 Ex-Financials and Real Estate
Index – Composition

    % of Index  
Information Technology 31.5 %
Health Care 16.7 %
Consumer Discretionary 12.7 %
Communication Services 10.2 %
Industrials 9.0 %
Consumer Staples 7.6 %
Energy 5.6 %
Utilities 3.5 %
Materials 3.2 %

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

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

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

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

XXXIV :: SPXN S&P 500® EX-FINANCIALS ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCEPROSHARES TRUST


ProShares S&P 500® Ex-Health Care ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the S&P 500® Ex-Health Care Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –1.83%1. For the same period, the Index had a total return of –1.66%2 and a volatility of 19.22%. For the period, the Fund had an average daily volume of 171 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index seeks to provide exposure to the companies of the S&P 500® Index (the "S&P 500®") with the exception of those companies included in the Health Care Sector. The S&P 500® 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 and financial viability. The Index is constructed and maintained by S&P Dow Jones LLC.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P 500® Ex-Health Care ETF from September 22, 2015 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (9/22/15)  
ProShares S&P 500®
Ex-Health Care ETF
-1.83 % 13.01 % 14.07 %
S&P 500® Ex-Health
Care Index
-1.66 % 13.31 % 14.41 %

Expense Ratios**

Fund   Gross   Net  
ProShares S&P 500® Ex-Health
Care ETF
0.13 % 0.09 %

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

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Apple, Inc. 7.7 %
Microsoft Corp. 6.8 %
Amazon.com, Inc. 3.5 %
Alphabet, Inc., Class A 2.3 %
Alphabet, Inc., Class C 2.1 %

S&P 500 Ex-Health Care
Index – Composition

    % of Index  
Information Technology 31.6 %
Financials 13.1 %
Consumer Discretionary 12.7 %
Communication Services 10.3 %
Industrials 9.1 %
Consumer Staples 7.6 %
Energy 5.6 %
Utilities 3.5 %
Materials 3.3 %
Real Estate 3.2 %

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

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

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

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: S&P 500® EX-HEALTH CARE ETF SPXV :: XXXV


ProShares S&P 500® Ex-Technology ETF (the "Fund) seeks investment results, before fees and expenses, that track the performance of the S&P 500® Ex-Information Technology Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of –1.25%1. For the same period, the Index had a total return of 2.47%2 and a volatility of 15.62%. For the period, the Fund had an average daily volume of 1,031 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index seeks to provide exposure to the companies of the S&P 500® Index (the "S&P 500®") with the exception of those companies included in the Information Technology Sector. The S&P 500® 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 and financial viability. The Index is constructed and maintained by S&P Dow Jones LLC.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P 500® Ex-Technology ETF from September 22, 2015 to May 31, 2022, assuming the reinvestment of distributions.

Index performance through September 21, 2018 reflects the performance of the S&P 500 Ex-Information Technology & Telecommunication Services Index. Index performance beginning on September 22, 2018 reflects the performance of the S&P 500 Ex-Information Technology Index.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (9/22/15)  
ProShares S&P 500®
Ex-Technology ETF
-1.25 % 10.50 % 11.15 %
S&P 500 Ex-Information
Technology Index
2.47 % 11.01 % 11.62 %

Expense Ratios**

Fund   Gross   Net  
ProShares S&P 500®
Ex-Technology ETF
0.13 % 0.09 %

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

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Amazon.com, Inc. 4.1 %
Alphabet, Inc., Class A 2.7 %
Alphabet, Inc., Class C 2.5 %
Tesla, Inc. 2.5 %
Berkshire Hathaway, Inc.,
Class B
2.3 %

S&P 500 Ex-Information Technology
Index – Composition

    % of Index  
Health Care 19.7 %
Financials 15.4 %
Consumer Discretionary 14.9 %
Communication Services 12.1 %
Industrials 10.7 %
Consumer Staples 8.9 %
Energy 6.6 %
Utilities 4.1 %
Materials 3.8 %
Real Estate 3.8 %

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

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

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

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

XXXVI :: SPXT S&P 500® EX-TECHNOLOGY ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCEPROSHARES TRUST


ProShares S&P Kensho Cleantech ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P Kensho Cleantech Index (the "Index"). From inception on September 29, 2021 to May 31, 2022, the Fund had a total return of –23.73%1. For the same period, the Index had a total return of –23.50%2 and a volatility of 45.697%. For the period, the Fund had an average daily volume of 1,677 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index selects companies focused on building the technologies or products that enable the generation of clean energy, such as solar, wind, geothermal, hydrogen, and hydroelectric. The Index is constructed and maintained by S&P Dow Jones Indices LLC.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P Kensho Cleantech ETF from September 29, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Cumulative Total Return as of 05/31/22

    Since Inception (9/29/21)  
ProShares S&P Kensho Cleantech ETF -23.73 %**
S&P Kensho Cleantech Index -23.50 %

Expense Ratios***

Fund   Gross   Net  
ProShares S&P Kensho
Cleantech ETF
0.58 % 0.58 %

**The Fund's Average Annual Total Returns are based on net asset values calculated for shareholder transactions which are not reflective of adjustments required pursuant to Generally Accepted Accounting Principles (GAAP). Accordingly, differences may exist between this data and similar information reported in the financial statements.

***Reflects the expense ratio as reported in the Prospectus dated September 27, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Array Technologies, Inc. 4.0 %
Sunnova Energy
International, Inc.
3.7 %
Bloom Energy Corp., Class A 3.7 %
Enphase Energy, Inc. 3.7 %
Sunrun, Inc. 3.6 %

S&P Kensho Cleantech
Index – Composition

    % of Index  
Industrials 46.2 %
Information Technology 34.7 %
Utilities 11.1 %
Materials 4.4 %
Consumer Discretionary 3.6 %

S&P Kensho Cleantech
Index – Country

    % of Index  
United States 74.5 %
China 12.4 %
Canada 6.7 %
Singapore 3.6 %
India 2.8 %

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

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

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

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: S&P KENSHO CLEANTECH ETF CTEX :: XXXVII


ProShares S&P Kensho Smart Factories ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P Kensho Smart Factories Index (the "Index"). From inception on September 29, 2021 to May 31, 2022, the Fund had a total return of –19.24%1. For the same period, the Index had a total return of –18.90%2 and a volatility of 26.70%. For the period, the Fund had an average daily volume of 963 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index selects companies focused on building the technology empowering the digitalization of manufacturing activities. The Index is constructed and maintained by S&P Dow Jones Indices LLC.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P Kensho Smart Factories ETF from September 29, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Cumulative Total Return as of 05/31/22

    Since Inception (9/29/21)  
ProShares S&P Kensho Smart Factories ETF -19.24 %
S&P Kensho Smart Factories Index -18.90 %

Expense Ratios**

Fund   Gross   Net  
ProShares S&P Kensho Smart
Factories ETF
0.58 % 0.58 %

**Reflects the expense ratio as reported in the Prospectus dated September 27, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Autodesk, Inc. 5.3 %
ABB Ltd. (ADR) 5.3 %
PTC, Inc. 5.2 %
Emerson Electric Co. 5.0 %
Rockwell Automation, Inc. 5.0 %

S&P Kensho Smart Factories
Index – Composition

    % of Index  
Information Technology 72.1 %
Industrials 21.4 %
Communication Services 6.5 %

S&P Kensho Smart Factories
Index – Country

    % of Index  
United States 78.9 %
Switzerland 5.3 %
South Korea 5.0 %
China 3.1 %
Germany 3.1 %
Israel 3.1 %
Turkey 1.5 %

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

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

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

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

XXXVIII :: MAKX S&P KENSHO SMART FACTORIES ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCEPROSHARES TRUST


ProShares S&P MidCap 400® Dividend Aristocrats ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P MidCap 400® Dividend Aristocrats Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 0.71%1. For the same period, the Index had a total return of 1.14%2 and a volatility of 15.98%. For the period, the Fund had an average daily volume of 43,015 shares.

The Fund invests in financial instruments that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by S&P Dow Jones Indices LLC, targets companies that are currently members of the S&P MidCap 400® Index, and have increased dividend payments each year for at least 15 years. The Index contains a minimum of 40 stocks which are equally weighted. No single sector is allowed to comprise more than 30% of the Index weight.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P MidCap 400 Dividend Aristocrats ETF from February 3, 2015 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Five Years   Since Inception (2/3/15)  
ProShares S&P MidCap 400®
Dividend Aristocrats ETF
0.71 % 9.45 % 10.56 %
S&P MidCap 400 Dividend
Aristocrats Index
1.14 % 9.89 % 10.97 %

Expense Ratios**

Fund   Gross   Net  
ProShares S&P MidCap 400®
Dividend Aristocrats ETF
0.40 % 0.40 %

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Ryder System, Inc. 2.5 %
Perrigo Co. plc 2.5 %
UGI Corp. 2.4 %
United Bankshares, Inc. 2.3 %
Prosperity Bancshares, Inc. 2.3 %

S&P MidCap 400 Dividend Aristocrats
Index – Composition

    % of Index  
Financials 27.2 %
Utilities 21.1 %
Industrials 19.0 %
Materials 11.9 %
Consumer Staples 7.9 %
Consumer Discretionary 6.4 %
Health Care 2.4 %
Communication Services 2.1 %
Real Estate 2.0 %

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

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

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

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: S&P MIDCAP 400® DIVIDEND ARISTOCRATS ETF REGL :: XXXIX


ProShares S&P Technology Dividend Aristocrats ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&P® Technology Dividend Aristocrats® Index (the "Index"). For the year ended May 31, 2022, the Fund had a total return of 2.48%1. For the same period, the Index had a total return of 2.97%2 and a volatility of 20.61%. For the period, the Fund had an average daily volume of 9,509 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index, constructed and maintained by S&P Dow Jones Indices LLC, targets companies from the U.S. technology sector and select U.S. technology-related companies from the communication services and consumer discretionary sectors. To be included in the Index, a company must have increased dividend payments each year for at least 7 years, its shares must be listed on a U.S. national securities exchange, and it must meet certain minimum liquidity requirements.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares S&P Technology Dividend Aristocrats Index from November 5, 2019 to May 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 5/31/22

    One Year   Since Inception (11/5/19)  
ProShares S&P Technology
Dividend Aristocrats ETF
2.48 % 17.63 %
S&P Technology Dividend
Aristocrats Index
2.97 % 18.16 %

Expense Ratios**

Fund   Gross   Net  
ProShares S&P Technology
Dividend Aristocrats ETF
0.45 % 0.45 %

**Reflects the expense ratio as reported in the Prospectus dated October 1, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Avnet, Inc. 3.2 %
Littelfuse, Inc. 3.0 %
Lam Research Corp. 2.8 %
KLA Corp. 2.7 %
Microchip Technology, Inc. 2.7 %

S&P Technology Dividend Aristocrats
Index – Composition

    % of Index  
Information Technology 95.2 %
Communication Services 2.6 %
Consumer Discretionary 2.2 %

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

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

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

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

XL :: TDV S&P TECHNOLOGY DIVIDEND ARISTOCRATS ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST


ProShares Smart Materials ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Solactive Smart Materials Index (the "Index"). From inception on October 26, 2021 to May 31, 2022, the Fund had a total return of –11.20%1. For the same period, the Index had a total return of –11.10%2 and a volatility of 20.21%. For the period, the Fund had an average daily volume of 2,377 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index selects companies focused on making or applying industrial innovations which allow for improved products, processes, or techniques through advanced, responsive, or intelligent materials. The Index is constructed and maintained by Solactive AG.

Value of a $10,000 Investment Since Inception at Net Asset Value*

*The line graph represents historical performance of a hypothetical investment of $10,000 in the ProShares Smart Materials ETF from October 26, 2021 to May 31, 2022, assuming the reinvestment of distributions.

Cumulative Total Return as of 5/31/22

    Since Inception (10/26/21)  
ProShares Smart Materials ETF -11.20 %
Solactive Smart Materials Index -11.10 %

Expense Ratios**

Fund   Gross   Net  
ProShares Smart Materials ETF 0.58 % 0.58 %

**Reflects the expense ratio as reported in the Prospectus dated September 27, 2021. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Chemours Co. (The) 5.6 %
Cabot Corp. 4.9 %
Axalta Coating Systems Ltd. 4.6 %
Huntsman Corp. 4.6 %
RPM International, Inc. 4.6 %

Smart Materials
Index – Composition

    % of Index  
Materials 65.0 %
Information Technology 25.7 %
Industrials 9.3 %

Smart Materials
Index – Country

    % of Index  
United States 58.1 %
South Korea 17.0 %
France 7.5 %
Japan 4.4 %
Belgium 4.4 %
Netherlands 4.3 %
Switzerland 3.8 %
Canada 0.5 %

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

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

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

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

PROSHARES TRUST MANAGEMENT DISCUSSION OF FUND PERFORMANCE :: SMART MATERIALS ETF TINT :: XLI


ProShares Supply Chain Logistics ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FactSet Supply Chain Logistics Index (the "Index"). From inception on April 6, 2022 to May 31, 2022, the Fund had a total return of 0.29%1. For the same period, the Index had a total return of 0.30%2 and a volatility of 17.35%. For the period, the Fund had an average daily volume of 3,065 shares.

The Fund invests in securities that the Advisor believes, in combination, should track the performance of the Index. The Index consists of companies involved in the supply chain logistics required to move raw materials, intermediate goods, and finished products around the globe. Supply chain logistics includes activities such as the provision of logistics support, logistics software, rail and air freight, trucking, and sea shipping. The Index is owned and administered by FactSet Research Systems, Inc.

As the ProShares Supply Chain Logistics ETF does not have more than six months of operating results, a line graph of a $10,000 investment and total return table are not presented.

Expense Ratios**

Fund   Gross   Net  
ProShares Supply Chain
Logistics ETF
0.58 % 0.58 %

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

Allocation of Portfolio Holdings & Index Composition as of 5/31/22

Market Exposure

Investment Type   % of Net Assets  
Equity Securities 100 %
Total Exposure 100 %

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

Largest Equity Holdings

Company   % of Net Assets  
Canadian Pacific
Railway Ltd.
5.2 %
Evergreen Marine Corp.
Taiwan Ltd.
4.9 %
Amadeus IT Group SA 4.8 %
FedEx Corp. 4.7 %
Union Pacific Corp. 4.6 %

FactSet Supply Chain Logistics
Index – Composition

    % of Index  
Industrials 94.8 %
Information Technology 4.8 %
Health Care 0.4 %

FactSet Supply Chain Logistics
Index – Country

    % of Index  
United States 42.2 %
Taiwan 9.7 %
Others 8.4 %
Canada 7.1 %
China 7.0 %
Spain 4.8 %
Australia 4.7 %
Japan 4.7 %
Denmark 4.0 %
Switzerland 3.9 %
Germany 3.5 %

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

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

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

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

XLII :: SUPL SUPPLY CHAIN LOGISTICS ETF :: MANAGEMENT DISCUSSION OF FUND PERFORMANCE PROSHARES TRUST


EXPENSE EXAMPLES

PROSHARES TRUST EXPENSE EXAMPLES (UNAUDITED) :: XLIII


As a shareholder, you incur two types of costs: (1) transaction costs for purchasing and selling shares and (2) ongoing costs, including advisory fees and other Fund expenses. The expense examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other funds.

Actual Expenses

The actual expense examples are based on an investment of $1,000 invested at the beginning of a six-month period and held through the period ended, May 31, 2022.

The first line in the following tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000=8.6), then multiply the result by the number in the first line under the heading "Expenses Paid During the Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The hypothetical expense examples are based on an investment of $1,000 invested at the beginning of a six month period and held through the period ended, May 31, 2022.

The second line in the following tables provides information about hypothetical account values and hypothetical expenses based on the Funds' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as brokerage charges. Therefore, the second line for each Fund in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if transaction costs were included, your costs would have been higher.

    Beginning
Account
Value
12/1/2021
  Ending
Account
Value
05/31/22
  Expenses Paid
During the
Period*
  Annualized
Expense Ratio
During Period
 
Big Data Refiners ETF
Actual $ 1,000.00 $ 603.00 $ 2.32 0.58 %
Hypothetical $ 1,000.00 $ 1,022.04 $ 2.92 0.58 %
Bitcoin Strategy ETF
Actual $ 1,000.00 $ 536.60 $ 3.68 0.96 %
Hypothetical $ 1,000.00 $ 1,020.14 $ 4.84 0.96 %
Decline of the Retail Store ETF
Actual $ 1,000.00 $ 1,096.70 $ 3.40 0.65 %
Hypothetical $ 1,000.00 $ 1,021.69 $ 3.28 0.65 %
DJ Brookfield Global Infrastructure ETF
Actual $ 1,000.00 $ 1,123.70 $ 2.38 0.45 %
Hypothetical $ 1,000.00 $ 1,022.69 $ 2.27 0.45 %
Equities for Rising Rates ETF
Actual $ 1,000.00 $ 1,118.70 $ 1.85 0.35 %
Hypothetical $ 1,000.00 $ 1,023.19 $ 1.77 0.35 %
Global Listed Private Equity ETF
Actual $ 1,000.00 $ 863.00 $ 2.79 0.60 %
Hypothetical $ 1,000.00 $ 1,021.94 $ 3.02 0.60 %
Hedge Replication ETF
Actual $ 1,000.00 $ 938.70 $ 4.59 0.95 %
Hypothetical $ 1,000.00 $ 1,020.19 $ 4.78 0.95 %
High Yield-Interest Rate Hedged
Actual $ 1,000.00 $ 1,009.10 $ 2.50 0.50 %
Hypothetical $ 1,000.00 $ 1,022.44 $ 2.52 0.50 %

XLIV :: EXPENSE EXAMPLES (UNAUDITED) PROSHARES TRUST


    Beginning
Account
Value
12/1/2021
  Ending
Account
Value
05/31/22
  Expenses Paid
During the
Period*
  Annualized
Expense Ratio
During Period
 
Inflation Expectations ETF
Actual $ 1,000.00 $ 1,098.70 $ 1.67 0.32 %
Hypothetical $ 1,000.00 $ 1,023.34 $ 1.61 0.32 %
Investment Grade-Interest Rate Hedged
Actual $ 1,000.00 $ 972.10 $ 1.48 0.30 %
Hypothetical $ 1,000.00 $ 1,023.44 $ 1.51 0.30 %
K-1 Free Crude Oil Strategy ETF
Actual $ 1,000.00 $ 1,739.30 $ 5.05 0.74 %
Hypothetical $ 1,000.00 $ 1,021.24 $ 3.73 0.74 %
Large Cap Core Plus
Actual $ 1,000.00 $ 946.40 $ 2.18 0.45 %
Hypothetical $ 1,000.00 $ 1,022.69 $ 2.27 0.45 %
Long Online/Short Stores ETF
Actual $ 1,000.00 $ 592.10 $ 2.58 0.65 %
Hypothetical $ 1,000.00 $ 1,021.69 $ 3.28 0.65 %
Merger ETF
Actual $ 1,000.00 $ 978.50 $ 3.70 0.75 %
Hypothetical $ 1,000.00 $ 1,021.19 $ 3.78 0.75 %
Metaverse ETF (a)
Actual $ 1,000.00 $ 888.80 $ 1.16 0.58 %
Hypothetical $ 1,000.00 $ 1,022.04 $ 2.92 0.58 %
MSCI EAFE Dividend Growers ETF
Actual $ 1,000.00 $ 838.40 $ 2.29 0.50 %
Hypothetical $ 1,000.00 $ 1,022.44 $ 2.52 0.50 %
MSCI Emerging Markets Dividend Growers ETF
Actual $ 1,000.00 $ 916.70 $ 2.87 0.60 %
Hypothetical $ 1,000.00 $ 1,021.94 $ 3.02 0.60 %
MSCI Europe Dividend Growers ETF
Actual $ 1,000.00 $ 845.50 $ 2.53 0.55 %
Hypothetical $ 1,000.00 $ 1,022.19 $ 2.77 0.55 %
MSCI Transformational Changes ETF
Actual $ 1,000.00 $ 772.40 $ 1.99 0.45 %
Hypothetical $ 1,000.00 $ 1,022.69 $ 2.27 0.45 %
Nanotechnology ETF
Actual $ 1,000.00 $ 785.50 $ 2.58 0.58 %
Hypothetical $ 1,000.00 $ 1,022.04 $ 2.92 0.58 %
Nasdaq-100 Dorsey Wright Momentum ETF
Actual $ 1,000.00 $ 776.20 $ 2.57 0.58 %
Hypothetical $ 1,000.00 $ 1,022.04 $ 2.92 0.58 %
On-Demand ETF
Actual $ 1,000.00 $ 606.00 $ 2.32 0.58 %
Hypothetical $ 1,000.00 $ 1,022.04 $ 2.92 0.58 %

PROSHARES TRUST EXPENSE EXAMPLES (UNAUDITED) :: XLV


    Beginning
Account
Value
12/1/2021
  Ending
Account
Value
05/31/22
  Expenses Paid
During the
Period*
  Annualized
Expense Ratio
During Period
 
Online Retail ETF
Actual $ 1,000.00 $ 550.30 $ 2.24 0.58 %
Hypothetical $ 1,000.00 $ 1,022.04 $ 2.92 0.58 %
Pet Care ETF
Actual $ 1,000.00 $ 747.30 $ 2.18 0.50 %
Hypothetical $ 1,000.00 $ 1,022.44 $ 2.52 0.50 %
Russell 2000 Dividend Growers ETF
Actual $ 1,000.00 $ 1,005.10 $ 2.00 0.40 %
Hypothetical $ 1,000.00 $ 1,022.94 $ 2.02 0.40 %
Russell U.S. Dividend Growers ETF
Actual $ 1,000.00 $ 1,012.50 $ 1.76 0.35 %
Hypothetical $ 1,000.00 $ 1,023.19 $ 1.77 0.35 %
S&P 500® Bond ETF
Actual $ 1,000.00 $ 872.70 $ 0.70 0.15 %
Hypothetical $ 1,000.00 $ 1,024.18 $ 0.76 0.15 %
S&P 500® Dividend Aristocrats ETF
Actual $ 1,000.00 $ 1,008.50 $ 1.75 0.35 %
Hypothetical $ 1,000.00 $ 1,023.19 $ 1.77 0.35 %
S&P 500® Ex-Energy ETF
Actual $ 1,000.00 $ 891.30 $ 0.75 0.16 %
Hypothetical $ 1,000.00 $ 1,024.13 $ 0.81 0.16 %
S&P 500® Ex-Financials ETF
Actual $ 1,000.00 $ 906.00 $ 0.76 0.16 %
Hypothetical $ 1,000.00 $ 1,024.13 $ 0.81 0.16 %
S&P 500® Ex-Health Care ETF
Actual $ 1,000.00 $ 894.50 $ 0.76 0.16 %
Hypothetical $ 1,000.00 $ 1,024.13 $ 0.81 0.16 %
S&P 500® Ex-Technology ETF
Actual $ 1,000.00 $ 943.90 $ 0.73 0.15 %
Hypothetical $ 1,000.00 $ 1,024.18 $ 0.76 0.15 %
S&P Kensho Cleantech ETF
Actual $ 1,000.00 $ 685.50 $ 2.44 0.58 %
Hypothetical $ 1,000.00 $ 1,022.04 $ 2.92 0.58 %
S&P Kensho Smart Factories ETF
Actual $ 1,000.00 $ 806.30 $ 2.61 0.58 %
Hypothetical $ 1,000.00 $ 1,022.04 $ 2.92 0.58 %
S&P MidCap 400® Dividend Aristocrats ETF
Actual $ 1,000.00 $ 1,046.30 $ 2.04 0.40 %
Hypothetical $ 1,000.00 $ 1,022.94 $ 2.02 0.40 %
S&P Technology Dividend Aristocrats ETF
Actual $ 1,000.00 $ 937.90 $ 2.17 0.45 %
Hypothetical $ 1,000.00 $ 1,022.69 $ 2.27 0.45 %

XLVI :: EXPENSE EXAMPLES (UNAUDITED) PROSHARES TRUST


    Beginning
Account
Value
12/1/2021
  Ending
Account
Value
05/31/22
  Expenses Paid
During the
Period*
  Annualized
Expense Ratio
During Period
 
Smart Materials ETF
Actual $ 1,000.00 $ 905.70 $ 2.76 0.58 %
Hypothetical $ 1,000.00 $ 1,022.04 $ 2.92 0.58 %
Supply Chain Logistics ETF (b)
Actual $ 1,000.00 $ 1,002.90 $ 0.88 0.58 %
Hypothetical $ 1,000.00 $ 1,022.04 $ 2.92 0.58 %

*  Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 182/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

(a)  The Fund commenced operations on March 15, 2022. Actual Expenses Paid During the Period are equal to the Fund's annualized net expense ratio, multiplied by the average account value over the period, multiplied by 77 divided by 365 (to reflect the actual days in the period). Hypothetical Expenses Paid During the Period are equal to the Fund's annualized net expense ratio, multiplied by the average account value over the period, multiplied by 182 divided by 365 (to reflect the one-half year period).

(b)  The Fund commenced operations on April 06, 2022. Actual Expenses Paid During the Period are equal to the Fund's annualized net expense ratio, multiplied by the average account value over the period, multiplied by 55 divided by 365 (to reflect the actual days in the period). Hypothetical Expenses Paid During the Period are equal to the Fund's annualized net expense ratio, multiplied by the average account value over the period, multiplied by 182 divided by 365 (to reflect the one-half year period).

PROSHARES TRUST EXPENSE EXAMPLES (UNAUDITED) :: XLVII


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SCHEDULE OF PORTFOLIO INVESTMENTS

PROSHARES TRUST SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: 1


Investments   Shares   Value  
Common Stocks — 99.8%
Commercial Services & Supplies — 0.6%
Sato Holdings Corp. 953 $ 14,073
Communications Equipment — 3.7%
NetScout Systems, Inc.* 2,638 90,563
Diversified Consumer Services — 1.0%
2U, Inc.* 2,709 25,248
Electronic Equipment, Instruments & Components — 4.0%
Zebra Technologies Corp., Class A* 286 96,722
IT Services — 7.7%
Appen Ltd. 4,015 18,585
MongoDB, Inc.* 374 88,694
Snowflake, Inc., Class A* 487 62,165
SolarWinds Corp. 1,342 15,621
185,065
Software — 82.8%
Alteryx, Inc., Class A* 2,171 120,816
CommVault Systems, Inc.* 1,636 99,812
Confluent, Inc., Class A* 2,221 46,930
Copperleaf Technologies, Inc.* 1,667 10,807
Couchbase, Inc.*(a) 860 12,195
Datadog, Inc., Class A* 1,024 97,679
Datto Holding Corp.* 1,008 35,391
Domo, Inc., Class B* 1,050 33,474
Dynatrace, Inc.* 2,841 107,020
Elastic NV* 1,493 92,043
Five9, Inc.* 1,308 126,497
Informatica, Inc., Class A*(a) 3,827 78,071
InterDigital, Inc. 1,116 72,864
LivePerson, Inc.* 2,448 41,077
MicroStrategy, Inc., Class A*(a) 267 70,672
New Relic, Inc.* 1,629 76,335
Nice Ltd.* 572 115,507
Nutanix, Inc., Class A* 5,215 84,483
Investments   Shares   Value  
Common Stocks (continued)
Palantir Technologies, Inc., Class A* 8,863 $ 76,931
Splunk, Inc.* 1,473 151,071
Sumo Logic, Inc.* 2,894 23,470
Teradata Corp.* 3,925 150,838
Tyler Technologies, Inc.* 335 119,200
Zendesk, Inc.* 1,736 158,757
2,001,940
Total Common Stocks
(Cost $3,944,222)
2,413,611
Securities Lending Reinvestments (b) — 6.4%
Investment Companies — 6.4%
BlackRock Liquidity FedFund,
Institutional Class 0.72%
(Cost $153,820)
153,820 153,820
Total Investments — 106.2%
(Cost $4,098,042)
2,567,431
Liabilities in excess of other assets — (6.2%) (150,015 )
Net Assets — 100.0% $ 2,417,416

*  Non-income producing security.

(a)  The security or a portion of this security is on loan at May 31, 2022. The total value of securities on loan at May 31, 2022 was $160,639, collateralized in the form of cash with a value of $153,820 that was reinvested in the securities shown in the Securities Lending Reinvestment section of the Schedule of Portfolio Investments.

(b)  The security was purchased with cash collateral held from securities on loan at May 31, 2022. The total value of securities purchased was $153,820.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation   $ 26,232    
Aggregate gross unrealized depreciation (1,556,843 )
Net unrealized depreciation $ (1,530,611 )
Federal income tax cost $ 4,098,042

Big Data Refiners ETF invested, as a percentage of net assets, in the following countries as of May 31, 2022:

United States     93.2 %  
Israel 4.8 %
Australia 0.8 %
Japan 0.6 %
Canada 0.4 %
Othera 0.2 %
100.0 %

a  Includes any non-equity securities and net other assets (liabilities).

See accompanying notes to the financial statements.

2 :: DAT BIG DATA REFINERS ETF :: MAY 31, 2022 :: SCHEDULE OF PORTFOLIO INVESTMENTS PROSHARES TRUST


Investments   Principal
Amount
  Value  
Short-Term Investments — 36.3%
U.S. Treasury Obligations — 36.3%
U.S. Treasury Bills
1.01%, 8/18/2022 (a)
(Cost $299,346,100)
$ 300,000,000 $ 299,321,562
Total Investments — 36.3%
(Cost $299,346,100)
299,321,562
Other assets less liabilities — 63.7% 524,601,514
Net Assets — 100.0% $ 823,923,076

(a)  The rate shown was the current yield as of May 31, 2022.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation   $ 14,096,016    
Aggregate gross unrealized depreciation (16,026,326 )
Net unrealized depreciation $ (1,930,310 )
Federal income tax cost $ 299,346,100

Futures Contracts Purchased

Bitcoin Strategy ETF had the following open long futures contracts as of May 31, 2022:

    Number of
Contracts
  Expiration Date   Trading
Currency
  Notional Amount   Value and
Unrealized
Appreciation/
(Depreciation)
 
CME Bitcoin Futures 3,813 6/24/2022 USD $ 603,407,250 $ (16,001,788 )
CME Bitcoin Futures 1,389 7/29/2022 USD 220,399,575 14,096,016
$ (1,905,772 )

Abbreviations

USD  U.S. Dollar

See accompanying notes to the financial statements.

PROSHARES TRUST CONSOLIDATED SCHEDULE OF PORTFOLIO INVESTMENTS :: MAY 31, 2022 :: BITCOIN STRATEGY ETF BITO :: 3


Investments   Principal
Amount
  Value  
Short-Term Investments — 80.5%
Repurchase Agreements (a) — 80.5%
Repurchase Agreements with
various counterparties, rates
0.50% - 0.77%, dated 5/31/2022,
due 6/1/2022, total to be
received $8,114,880
(Cost $8,114,718)
$ 8,114,718 $ 8,114,718
Total Investments — 80.5%
(Cost $8,114,718)
8,114,718
Other assets less liabilities — 19.5% 1,964,705
Net Assets — 100.0% $ 10,079,423

(a)  The Fund invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of May 31, 2022, the gross unrealized appreciation (depreciation) of investments based on the aggregate cost of investment securities and derivative instruments, if applicable, for federal income tax purposes was as follows:

Aggregate gross unrealized appreciation   $ 817,692    
Aggregate gross unrealized depreciation (163,064 )
Net unrealized appreciation $ 654,628
Federal income tax cost $ 8,114,718

Swap Agreementsa

Decline of the Retail Store ETF had the following open non-exchange traded total return swap agreements as of May 31, 2022:

Notional
Amount
($)
  Termination
Dateb
  Counterparty   Rate Paid
(Received)c
  Reference
Instrument
  Value and
Unrealized
Appreciation/
(Depreciation)d
($)
  Financial
Instruments
for the
Benefit of
(the Fund)/the
Counterparty
($)
  Cash
Collateral for
the Benefit of
(the Fund)/the
Counterparty
($)
  Net
Amounte
($)
 
(4,578,326 ) 11/6/2023



BNP Paribas SA
(0.78 )% Solactive-
ProShares
Bricks and
Mortar Retail
Store Index
(163,064 ) 163,064
(995,677 ) 3/7/2023


Goldman Sachs
International
0.17 % Solactive-
ProShares
Bricks and
Mortar Retail
Store Index
159,440 (159,440 )
(4,118,552 ) 3/7/2023



Societe Generale
(0.08 )% Solactive-
ProShares
Bricks and
Mortar Retail
Store Index
614,903 (614,903 )
Solactive-
ProShares
Bricks and
Mortar Retail
(385,135 ) 11/7/2022 UBS AG (0.58 )% Store Index 43,349 43,349