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根据 2026 年 10 月 13 日向证券交易委员会提交的文件

注册编号：333-89822；811-21114\n

美国证券交易委员会

华盛顿特区 20549

表格 N-1A

注册声明

根据

1933 年证券法

☒

生效前修正案编号：

☐

生效后修正案编号 593

☒

和/或

注册声明

根据

1940 年投资公司法

☒

修正案编号 602

☒

ProShares Trust

(注册人确切名称，如信托文件中所指定)

威斯康星大道 7272 号，21层\n
贝塞斯达，MD 20814\n
(主要行政办公地址) (邮编)

(240) 497-6400\n
(区号和电话号码)

Richard Morris\n
总法律顾问\n
ProShare Advisors LLC\n
威斯康星大道 7272 号，21层\n
贝塞斯达，MD 20814\n
(服务代理人的姓名和地址)

致送副本至：

\n\n

Allison M. Fumai, Esq.

Mark D. Perlow, Esq.

Adam T. Teufel, Esq.

Dechert LLP

大道 1095 号

纽约，NY 10036

拟议公开发售的预计日期：

拟本 filing 将于以下日期生效：

☐ 根据第 (b) 款在提交后立即生效

☒ 根据第 (b) 款于 2026 年 10 月 14 日生效

☐ 根据第 (a)(1) 款在提交后 60 天生效

☐ 根据第 (a)(1) 款于

☐ 根据第 (a)(2) 款在提交后 75 天生效

☐ 根据第 485 条规则 (a)(2) 款于

如适用，请勾选以下项目：

☐ 此生效后修正案指定了先前提交的生效后修正案的新生效日期。

解释性说明

本注册声明表格 N-1A (文件编号 333-89822) 的生效后修正案第 593 号由 ProShares Trust (“注册人”) 根据 1933 年证券法（经修订）第 485(b) 条规则提交，旨在最终确定 ProShares Ultra Oura 和 ProShares UltraShort Oura 的注册。本注册声明中包含的招股说明书的有效日期为 2026 年 10 月 14 日.

\n $\"$

招股说明书 2026 年 10 月 14 日\n

\n\n\n\n

Ultra OURA

OURU

NYSE Arca

证券交易委员会或任何州证券委员会均未批准或否决这些证券，或对本招股说明书的准确性或充分性进行审查。任何相反的表示均属犯罪行为。

\nPROSHARES TRUST分销商：SEI Investments Distribution Co.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

\n 3	\n 摘要部分
\n 4	\n Ultra OURA
\n 11	\n 投资目标、主要 \n 投资策略及相关风险
\n 20	\n 了解风险与长期 \n Performance of a 2x Daily Objective Fund
\n 24	\n Management of ProShares Trust
\n 26	\n Shareholder Information
\n 27	\n Determination of NAV
\n 27	\n Distributions
\n 27	\n Dividend Reinvestment Services
\n 28	\n Taxes
\n 32	\n Financial Highlights

PROSHARES.COM

Summary Section

4 :: Ultra OURA \n $\"$

PROSHARES.COM

\n\n\n

Investment Objective

ProShares Ultra Oura (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the common stock of Oura Inc. (NASDAQ: OURA).

Important Information About the Fund

If the Fund is successful in meeting its investment objective, it should gain approximately two times as much as OURA when OURA rises on a given day. Conversely, it should lose approximately two times as much as OURA when OURA falls on a given day. The Fund does not seek to achieve two times (2x) the daily performance of OURA (the “Daily Target”) for any period other than a day.

While the Fund has a daily investment objective, you may hold Fund shares for longer than one day if you believe doing so is consistent with your goals and risk tolerance. If you hold fund shares for any period other than a day, it is important for you to understand that over your holding period:

●Your return may be higher or lower than the Daily Target, and this difference may be significant.

●Factors that contribute to returns that are worse than the Daily Target include smaller OURA gains or losses and higher OURA volatility, as well as longer holding periods when these factors apply.

●Factors that contribute to returns that are better than the Daily Target include larger OURA gains or losses and lower OURA volatility, as well as longer holding periods when these factors apply.

●The more extreme these factors are, and the more they occur together, the more your return will tend to deviate from the Daily Target.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

\n Annual Fund Operating Expenses \n (expenses that you pay each year as a percentage \n of the value of your investment)	\n
\n Management Fees	\n 0.75%
\n Other Expenses1	\n 0.29%
\n Total Annual Fund Operating Expenses Before Fee \n Waivers and Expense Reimbursements	\n 1.04%
\n Fee Waiver/Reimbursement2	\n -0.09%
\n Total Annual Fund Operating Expenses After Fee \n Waivers and Expense Reimbursements	\n 0.95%

“Other Expenses” are estimated.

ProShare Advisors LLC (“ProShare Advisors”) 同意豁免费用并在 Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimburse

ments，即平均每日净资产百分比，超过 0.95% 的范围内，直至 2027 年 9 月 30 日。在特定合同期内豁免或报销的金额，在受限于某些限制的情况下，ProShare Advisors 可在五年内收回。除非获得基金董事会的批准，否则该协议不得在该日期之前终止。

示例：本示例旨在帮助您比较投资本基金的成本与投资其他基金的成本。

该示例假设您在指定期限内向本基金投资 10,000 美元，并在每个期限结束时赎回或持有全部股份。该示例还假设您的投资每年回报率为 5%，且本基金的运营费用保持不变，但假设费用豁免/费用报销仅适用于第一年。尽管根据这些假设您的实际成本可能更高或更低，但您的近似成本如下：

\n\n\n\n\n\n

\n 1 年	\n 3 年
\n $97	\n $323

本基金支付与证券和衍生品买卖相关的交易和融资成本。这些成本未反映在上表或上述示例中，但预计将很大，并对本基金的表现产生重大负面影响。

投资组合周转率

本基金在买卖证券（或“周转”其投资组合）时支付交易成本，如佣金。较高的投资组合周转率可能表明交易成本较高，并且在基金股份在应税账户中持有时可能导致更高的税收。这些成本未反映在年度基金运营费用或上述示例中，会影响本基金的表现。由于本基金是新成立的，投资组合周转信息尚不可用。

主要投资策略

本基金投资于 ProShare Advisors 认为组合起来应产生与每日目标一致的每日回报的金融工具。Oura Inc. (“Oura”) 开发并销售 Oura Ring，这是一款可穿戴智能戒指，可追踪健康和健身指标, 并通过其配套应用程序提供提供额外功能和功能的付费会员资格。 Oura 直接向消费者销售其产品，并通过其批发渠道销售，该渠道包括零售和企业合作伙伴。

本招股说明书仅涉及 hereby 提供的本基金股份，并非 OURA 普通股或其他证券的招股说明书。本基金、ProShares Trust 和 ProShare Advisor 与 OURA 无关联。

OURA 根据 1934 年《证券交易法》注册，经修订（“交易法”）。Oura Inc. 受交易法信息要求的约束，并向证券和

\n $\"$ Ultra OURA :: 5

PROSHARES.COM

证券交易委员会。向证券交易委员会提供或提交的 OURA 的信息，依据《交易法》，可通过证券交易委员会文件编号 333-298734 在证券交易委员会网站 www.sec.gov 上查阅。这些信息包括 OURA 和 Oura Inc. 的报告、委托书和信息声明及其他相关信息。此外，关于 OURA Inc. 的信息也可从其他来源获取，包括但不限于新闻稿、报纸文章和其他公开传播的文件。

本招股说明书所包含的所有关于 Oura Inc. 的披露均源自上述公开可获得的文件。基金、信托、顾问及其任何关联方均未参与此类文件的编制。基金、信托、顾问及其任何关联方均不作出任何陈述，即此类公开可获得的文件或关于 OURA Inc. 的任何其他公开可获得的信息是准确或完整的。 OURA 尚未开始其 IPO。因此，关于公司运营历史的公开信息有限。此外，基金无法保证截至招股说明书日期之前发生的所有事件（包括可能影响上述公开可获得的文件准确性或完整性的事件）均已公开披露，这些事件会影响 OURA 的交易价格。任何此类事件的后续披露，或关于 Oura Inc. 的重大未来事件的披露或未披露，可能会影响基金对 OURA 的投资价值，从而影响基金的价值。

在正常情况下，基金将至少将基金资产的 80% 投资于或提供对金融工具的敞口，ProShare Advisors 认为这些金融工具组合应产生与每日目标一致的每日回报。

基金将主要投资于下列金融工具。

●OURA — 基金可投资于 OURA。

●Derivatives — 价值源自基础资产或利率的金融工具，如股票、债券、交易所交易基金、利率或指数。基金投资于衍生品（例如掉期协议）以获得对 OURA 的杠杆敞口。这些衍生品主要包括：

○Swap Agreements — 主要与主要全球金融机构签订的、期限从一天到一年以上的协议。在标准的“掉期”交易中，双方同意交换在特定预定的投资或工具上赚取或实现的回报（或回报率的差异）。双方将交换或“掉期”的毛回报是针对“名义金额”计算的，例如，投资于 OURA 的特定美元金额的回报或价值变化。

●货币市场工具 — 基金预计，与其使用衍生品相关的任何现金余额通常将存放在高质量的短期货币市场工具中，例如：

○美国国债 — 初始期限为一年或更短的美国政府证券，并由美国政府充分信用支持。

○回购协议 — 卖方（通常是美国政府证券或其他货币市场工具）同意在指定时间和价格回购证券的合约。

○货币市场 ETF — 由 ProShare Advisors 管理的交易所交易货币市场基金，持有美国国库券、票据或债券。

ProShare Advisors 使用一种数学投资方法，确定其认为基金应持有的投资品种、数量和组合，以产生与每日目标一致的每日回报。为此，一天是从一次净资产价值（“NAV”）计算到下一次的时间。

基金通常寻求始终完全投资于金融工具，这些工具在组合中提供与投资目标一致的杠杆敞口，而不考虑市场状况、趋势或方向。

基金寻求每天重新平衡其投资组合，使其对OURA 的敞口与每日目标保持一致。OURA 在当天的波动将影响基金投资组合是否需要重新平衡。例如，如果OURA 在某一天上涨，基金净资产应上升（假设没有赎回单位）。因此，基金敞口需要增加。相反，如果OURA 在某一天下跌，基金净资产应下降（假设没有发行单位）。作为结果，基金敞口需要减少。

请参阅基金招股说明书中的“投资目标、主要投资策略和相关风险”以获取更多详情。

主要风险

投资于该基金可能会导致您亏损。

●OURA 投资风险 — 基金的表现取决于 OURA 的表现。投资于 OURA，进而投资于该基金，涉及高度风险。OURA 的价格可能受多种因素影响。例如，OURA 运营在一个快速变化且竞争激烈的行业。回报部分取决于 OURA 开发和商业化新产品、吸引和留住会员，以及销售 Oura Ring 和 Oura 会员订阅的能力，这些占其收入的绝大部分。OURA 近期的快速增长和有限的运营历史可能不能预示未来结果，并且它可能

6 :: Ultra OURA \n $\"$

PROSHARES.COM

无法维持盈利能力。Oura 的业绩可能受到消费者偏好和可自由支配支出变化的影响，需求预测、价格压力、产品及零部件成本上升、季节性、库存管理、品牌声誉、营销效果，以及国际扩张的影响。Oura 依赖少数几家合同制造商、供应商、零售合作伙伴和企业客户，而制造限制、贸易紧张局势、关税、运输中断，或关键业务关系的变化都可能对其运营产生不利影响。产品缺陷、安全问题、不准确的健康指标或洞察，以及使用人工智能和机器学习技术的风险，或客户支持不足都可能导致召回、诉讼、监管审查或声誉受损。Oura 依赖复杂的信息技术系统和第三方服务提供商，包括数据中心，并使用开源软件。网络安全事件、数据泄露、服务中断、或基础设施限制可能危及敏感的健康和生物识别数据或破坏运营。Oura 依赖信息技术系统和第三方服务提供商，包括数据中心，并在某些产品和服务中使用开源软件。网络安全事件、数据泄露、服务中断或基础设施限制可能危及敏感的健康和生物识别数据或破坏运营。 Oura 受到与隐私、数据保护、网络安全、消费者保护、健康声明和医疗设备相关的不断发展的法律和法规的约束，包括产品被宣传为一般健康产品后可能面临额外监管要求的风险。 Oura 可能还面临知识产权纠纷、保护其知识产权权利的困难、不利的税务发展、不成功的收购或战略联盟、不准确的运营指标或有限的获取资本。Oura 的业务还取决于其吸引和留住关键人员的能力。季度财务结果波动或现有股东大量出售股票可能对其股价产生不利影响。 Oura 没有或仅有有限的交易历史，不确定它们将如何对特定公司事件、宏观经济条件变化或异常波动期做出反应。因此，Oura 可能会经历重大且意外的价格波动。任何这些因素都可能实质性地且不利地影响 OURA 的价格，增加投资 OURA 的波动性，并对基金的表现产生负面影响。

●IPO 风险 – Oura Inc. 尚未启动其 IPO。由于缺乏先前的公开市场、交易经验不足、可供交易的股票数量有限，以及关于公司商业模式、管理层质量、盈利增长潜力及其他用于评估其投资前景的标准的有限信息等因素，IPO 发行股票的市场价值可能会出现大幅波动。IPO 提供的股票可能会以

低于首次公开募股价格的价格进行交易。因此，投资于最近启动 IPO 的公司的股票，其风险可能高于投资于在交易所公开交易了很长时间的公司的股票。投资于最近启动 IPO 的公司的股票也可能涉及较高的交易成本，并面临市场风险和流动性风险。IPO 后不久，OURA 可能会出现异常收益和波动。此类收益不应被期望持续存在。OURA 的价格可能会继续波动，并在未来显著贬值。虽然无法保证基金在任何特定日期都能实现其投资目标，但在 IPO 后立即以及随后的一段时间内，基金未能按预期运作的风险更高。

●杠杆风险 — 该基金使用杠杆，当 OURA 的价值下跌时，其损失将多于不使用杠杆的类似基金，因为杠杆将放大 OURA 的表现。使用此类杠杆会增加您投资全部损失的风险。如果在一天中的任何时候 OURA 接近 50% 的跌幅，您可能会损失全部投资。这种损失在 OURA 中比在其他更分散的投资中更有可能发生。因此，投资该基金可能不适合所有投资者。使用杠杆会增加您收益的波动性。获取这种杠杆的成本可能很高，会降低您的收益，并可能导致基金即使 OURA 价值上涨也会亏损。

●持有期风险 — 基金在超过单日的时期内的表现很可能与每日目标不同。这种差异可能是显著的。如果您考虑持有基金份额超过一天，重要的是要了解 OURA 的收益和 OURA 的波动性（OURA 的价值每日上下波动的幅度）对您持有期回报的影响。 OURA 的波动性对基金回报产生负面影响。在波动性较高的时期，OURA 的波动性可能会对基金回报产生的影响与 OURA 的回报一样大或更大。

OURA 尚未启动其 IPO。因此，OURA 的交易历史有限，关于长期持有对回报的影响，可用的信息也很有限。重要的是，您需要了解，OURA 的交易历史有限，这是在考虑是否购买股份或长期持有股份时需要考虑的因素。IPO 后，OURA 可能会出现异常回报和波动。此类回报不应被预期会持续。

下表说明了 OURA 的波动性以及 OURA 回报对基金回报的影响，针对的是一个假设的一年期。然而，这些影响将影响您除一天以外的任何持有期的回报。持有时间越长

\n $\"$ Ultra OURA :: 7

PROSHARES.COM

您持有的基金份额越多，这些影响就会被放大得越明显。因此，您应考虑根据个人的投资目标和风险承受能力来监控您在基金中的投资。

表中阴影较深的区域代表基金预期回报低于每日目标的情景。如表所示，当 OURA 价格涨幅或跌幅较小且 OURA 价格波动较大时，您的回报往往会低于每日目标。当 OURA 价格涨幅或跌幅较大且 OURA 价格波动较低时，您的回报往往会优于每日目标。当 OURA 回报持平（即接近零）时，您可能会亏损，当 OURA 回报为负时，您也可能会亏损。

该表使用的是 OURA 价格和 OURA 回报的假设年化波动率（基于 2021 年 9 月 30 日至 2026 年 9 月 30 日之间完成 IPO 的中、小、大型公司的首年交易历史）来说明这两个因素对基金在一年期内的表现的影响。该表并不代表实际基金回报，也不是基于实际 OURA 回报得出的（鉴于其交易历史有限）。每一行对应的是假设的 OURA 一年期回报水平。每一列对应的是假设的 OURA 年化波动率水平。例如，如果 OURA 的年度回报为 -30%，基金可能会被错误地预期实现 -60% 的回报。然而，如表所示，在 OURA 一年期回报为 -30% 且 OURA 价格年化波动率为 225% 的情况下，基金预期回报可能为 -76.7%。OURA 在一年期内的实际回报和波动率可能远高于或低于表中所示的数据，并可能导致基金回报与表中所示的不同。

表格中使用的假设年化 OURA 波动率范围特别高，这反映了 IPO 后一年内公司价格历史上波动极大的事实。新上市公司通常在 IPO 及随后的一段时间内面临极端的价格波动和投机交易。OURA 的交易价格可能会出现显著波动。这种波动可能会持续。鉴于此，在考虑是否长期持有基金份额时，您应仔细考虑波动率对基金回报的显著负面影响以及投资该基金可能遭受重大损失的风险。

\n 预估基金回报
\n OURA \n 业绩	\n 一年波动率
\n 一年 \n OURA	\n 两 \n 倍 \n (2x) 的 \n 一年 \n OURA	\n 25%	\n 50%	\n 75%	\n 100%	\n 125%	\n 150%
\n -60%	\n -120%	\n -85.0%	\n -87.5%	\n -90.9%	\n -94.1%	\n -96.6%	\n -98.3%
\n -50%	\n -100%	\n -76.5%	\n -80.5%	\n -85.7%	\n -90.8%	\n -94.7%	\n -97.3%
\n -40%	\n -80%	\n -66.2%	\n -71.9%	\n -79.4%	\n -86.7%	\n -92.4%	\n -96.2%
\n -30%	\n -60%	\n -54.0%	\n -61.8%	\n -72.0%	\n -81.9%	\n -89.7%	\n -94.8%
\n -20%	\n -40%	\n -39.9%	\n -50.1%	\n -63.5%	\n -76.4%	\n -86.5%	\n -93.2%
\n -10%	\n -20%	\n -23.9%	\n -36.9%	\n -53.7%	\n -70.1%	\n -82.9%	\n -91.4%
\n 0%	\n 0%	\n -6.0%	\n -22.0%	\n -42.9%	\n -63.1%	\n -78.9%	\n -89.4%
\n 10%	\n 20%	\n 13.7%	\n -5.7%	\n -30.9%	\n -55.3%	\n -74.5%	\n -87.1%
\n 20%	\n 40%	\n 35.3%	\n 12.3%	\n -17.8%	\n -46.8%	\n -69.6%	\n -84.7%
\n 30%	\n 60%	\n 58.8%	\n 31.7%	\n -3.5%	\n -37.6%	\n -64.4%	\n -82.0%
\n 40%	\n 80%	\n 84.2%	\n 52.8%	\n 11.9%	\n -27.6%	\n -58.7%	\n -79.2%
\n 50%	\n 100%	\n 111.4%	\n 75.4%	\n 28.5%	\n -16.9%	\n -52.5%	\n -76.1%
\n 60%	\n 120%	\n 140.5%	\n 99.6%	\n 46.2%	\n -5.4%	\n -46.0%	\n -72.8%

假设条件：(a) OURA 不支付股息；(b) 基金不产生费用；(c) 借贷利率（用于获取杠杆敞口）为零。预计用于获取杠杆敞口的借贷利率将相当可观。如果将这些利率计入，基金业绩将与所示业绩不同，在某些情况下甚至显著低于所示业绩。

2021 年 9 月 30 日至 2026 年 9 月 30 日之间完成 IPO 的中、大型及小型公司的平均首年年化波动率为 80.40%。这些公司中首年波动率最高的是 348.74%。这些公司的平均首年总回报率为 8.31%。这些公司首年总回报率最低的是 –99.97%。有关更多信息以及展示高波动率下波动率和回报效应的额外图表，请参阅基金的补充信息声明中的“2x 每日目标基金的特别考虑事项”。IPO 后一年内中、大型及小型公司的历史波动率和业绩并不能预测 OURA 的未来波动率和业绩。OURA 在 IPO 后第一年的实际回报和波动率可能会显著更高或更低。有关更多信息，包括展示波动率和回报对基金长期业绩影响的额外图表，请参阅基金的招股说明书中的“了解 2x 每日目标基金的风险和长期业绩”。

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基金，请参阅基金的招股说明书中的“了解 2x 每日目标基金的风险和长期业绩”。

●相关性风险 — 多种因素可能影响本基金实现与 OURA 价格高度杠杆相关性的能力。费用、开支、交易成本、使用衍生品相关的融资成本等因素，将不利地影响本基金实现其每日目标的能力。特别是，本基金对 OURA 的杠杆敞口所 associated 的高融资成本预计将对本基金的业绩产生重大负面影响。此外，如果因任何原因本基金无法重新平衡其全部或部分投资，本基金对 OURA 的敞口可能显著大于或小于每日目标。任何这些因素都可能阻止本基金实现与每日目标一致的敞口。

●衍生品风险 — 投资衍生品可能被视为激进，并可能使本基金面临更大的风险，包括对手方风险和相关性风险。如果其衍生品未按预期表现，本基金可能会亏损，即使它们按预期表现也是如此。任何与使用衍生品相关的成本都将减少本基金的回报。这些成本预计将是显著的。

如果本基金获取 OURA 一致的投资目标的能力因任何原因受到干扰，包括例如二级市场流动性有限、二级市场中断，或由于对手方施加的保证金要求或容量限制，本基金可能无法实现其投资目标并可能遭受重大损失。在此等情况下，顾问公司打算采取其认为适当且符合本基金最佳利益的行为。本基金获取杠杆敞口的能力受到任何干扰 OURA 将导致本基金的业绩偏离其投资目标。存在较高风险，即本基金无法在 OURA IPO 之后立即以及此后一段时间内获取与投资目标一致的 OURA 敞口。在此期间本基金获取杠杆敞口的能力受到干扰将导致本基金的业绩偏离其投资目标。

○掉期风险 — 与所有衍生品一样，使用掉期可能使本基金面临更大的对手方风险和相关性风险。本基金与对手方之间的掉期协议条款可能允许对手方立即与本基金平仓交易，包括日内（例如，如果 OURA 出现剧烈的日内变动导致本基金净资产大幅下降）。当基础资产高度集中时，此类终止可能会更加可能，例如

OURA。如果协议终止，基金可能无法签订另一项掉期协议或投资其他衍生品以实现其投资目标。基金可能无法在OURA价格波动期间或OURA IPO之后立即出现或其他可能存在的市场条件下找到愿意签订掉期协议的对手方。当基金投资于以OURA为参考资产的掉期时，基金将面临OURA的风险。

●对手方风险 — 如果对手方未能履行合同义务，基金可能会遭受损失。此类损失可能是重大的。对手方违约或破产可能导致付款延迟和成本增加。在金融市场压力时期或市场流动性降低时，对手方风险可能会增加。关于掉期协议，基金与其对手方之间的协议条款可能允许对手方立即与基金平仓交易，包括日内交易（例如，如果OURA出现剧烈的日内变动导致基金净资产大幅下跌）。当基础资产像OURA一样高度波动且集中时，此类终止更有可能发生。如果协议终止，基金可能无法签订另一项掉期协议或投资其他衍生品以实现其投资目标。

●流动性风险 — OURA 的市场仍在发展中，可能会出现流动性不足的时期。在此期间，可能难以或无法以期望的价格买入或卖出头寸。市场中断或波动也可能难以找到愿意以合理价格和足够规模进行交易的对手方。流动性不足的市场可能导致损失，这些损失可能是重大的。基金可能收购的头寸规模较大，增加了流动性风险，可能使其头寸更难变现，并可能增加变现过程中的损失。此类大额头寸也可能影响OURA的价格。在流动性不足的时期，基金的份额可能以高于或低于其净资产值的溢价或折价交易，和/或基金的份额买卖价差可能会扩大。在此类情况下，基金可能无法正确调整其敞口，这可能导致基金面临显著更多或更少的敞口和损失。在此类情况下，基金可能会提高交易费用，改变其投资目标，减少其敞口或关闭。

●股票和市场风险 — 股票市场波动剧烈，与股票市场相关的股票证券和其他工具的价值可能每天剧烈波动。股票市场面临公司、政治、监管、市场、社会、地缘政治和经济发展，包括利率和汇率的变化，

\n $\"$ Ultra OURA :: 9

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通货膨胀（或对通货膨胀的预期）、通货紧缩（或对通货紧缩的预期）、对特定产品或资源的全球需求、市场不稳定、债务危机、禁运、关税、制裁和其他贸易壁垒、监管或政府贸易或市场控制计划、衰退、供应链中断、劳资纠纷、环境或人为灾害、战争、恐怖主义、公共卫生紧急情况（
如传染病的传播、大流行病和流行病），社会动荡和其他不可预见事件。

●货币市场工具风险 — 影响货币市场工具发行人的不利经济、政治或市场事件、交易对手违约或政府法规的变化可能会对基金的表现产生负面影响。基金通过关联 ETF 投资于货币市场工具，面临额外风险，即 ETF 的股价可能会波动，包括在流动性不足的市场或赎回活动频繁的期间偏离其净资产值。

●行业集中度风险 — 基金的投资敞口集中在 OURA 运营的行业。因此，基金可能面临比在发行人和行业间更广泛投资的基金更大的市场波动。截至本招股说明书日期，OURA 预计将被纳入可选消费品行业组。

○可选消费品行业风险 — 该行业的公司可能会经历：经济条件、利率、竞争和消费者信心变化的影响；对可支配家庭收入和消费者支出的严重依赖；激烈的竞争；以及人口结构和消费者口味的变化。

●非分散化风险 — 基金有能力将其资产投资于单一发行人的证券（例如 OURA）以及与单一交易对手或少数交易对手相关的金融工具。OURA 价格的下跌预计将导致基金价格的显著下跌。这可能会增加基金的波动性，并增加基金表现因单一企业、政治、监管、市场和经济事件而下降的风险，这与更分散的投资组合相比。此外，基金对单一交易对手或少数交易对手的敞口可能会增加基金表现因单一交易对手的信用而下降的风险，以及基金资产的重大下跌将导致任何掉期协议终止的风险。

●日内价格表现风险 — 在二级市场交易的基金份额的日内表现通常与从一次 NAV 计算时间到下一次 NAV 计算时间的基金表现不同。当在日内买入份额时，基金

相对于 OURA 的表现，直到基金的下一次 NAV 计算时间，通常将高于或低于每日目标。

●市场价波动风险 — 投资者在二级市场以市场价格买卖基金份额。市场价格可能与基金每份净值（NAV）不同（即，二级市场价格可能高于 NAV（溢价）或低于 NAV（折价））。基金份额的市场价格将随着基金持仓价值、份额供需及其他市场因素的变化而波动。在某些时候，基金的市场价格和 NAV 可能显著不同，例如在 OURA 价格波动期间。此外，基金创设和赎回流程的中断，包括在 OURA 价格大幅波动期间，可能导致基金价格与 NAV 显著不同。在严重市场中断时期或盘后交易期间，买卖价差往往会显著增加。份额可能以低于基金持仓价值的价格交易，当份额价格下跌最快时，折价可能最大，而这正是您最想卖出份额的时候。这些风险在 OURA 首次公开募股（IPO）后立即可能加剧，并在一段时间内持续 thereafter.

●提前收盘/延迟收盘/交易暂停风险 — 交易所或市场可能提前收盘、延迟收盘或对 OURA 份额发布交易暂停。对 OURA 的交易暂停预计会导致基金份额交易的暂停。在这种情况下，基金可能无法重新平衡其投资组合，可能无法准确定价其投资和/或可能遭受重大交易损失。

●税务风险 — 为了符合对注册投资公司（“RIC”）及其股东的特殊税务待遇，基金必须在每个应税年度获得至少 90% 的总收入为“合格收入”，在每个应税季度结束时满足某些资产多样化测试，并满足年度分配要求。基金追求其投资策略可能会受到其有意符合该待遇的限制，并可能对基金符合该待遇的能力产生不利影响。基金可能会进行某些投资，这些投资在这些目的上的处理尚不明确。如果在任何一年，基金未能符合 RIC 及其股东的特殊税务待遇，并且无法或未纠正该失败，基金将像普通公司一样被征税，其所有收入将在基金层面缴纳美国联邦所得税。由此产生的税款可能会大幅减少基金的净资产和可用于分配的收入。此外，为了重新符合 RIC 的税务待遇，基金可能需要确认未实现的收益，支付大量税款并

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利息，并进行某些分配。请参阅附加信息文件中题为“税务”的部分以获取更多信息。

●New Fund Risk — The Fund has a limited operating history and started operations with a small asset base. There can be no assurance that the Fund will be successful or grow to or maintain a viable size, that an active trading market for the Fund’s shares will develop or be maintained, or that the Fund’s shares’ listing will continue unchanged.

Please see “Investment Objectives, Principal Investment Strategies and Related Risks” in the Fund’s Prospectus for additional details.

Investment Results

Performance history will be available for the Fund after it has been in operation for a full calendar year. After the Fund has a full calendar year of performance information, performance information will be shown on an annual basis.

Management

The Fund is advised by ProShare Advisors. Alexander Ilyasov, Senior Portfolio Manager, and Eric Silverthorne, Portfolio Manager, have jointly and primarily managed the Fund since inception.

Purchase and Sale of Fund Shares

The Fund will issue and redeem shares only to Authorized Participants (typically broker-dealers) in exchange for the deposit

or delivery of a basket of assets (securities and/or cash) in large blocks, known as Creation Units. Shares of the Fund may only be purchased and sold by retail investors in secondary market transactions through broker-dealers or other financial intermediaries. Shares of the Fund are listed for trading on a national securities exchange and because shares trade at market prices rather than NAV, shares of the Fund may trade at a price greater than NAV (premium) or less than NAV (discount). In addition to brokerage commissions, investors incur the costs of the difference between the highest price a buyer is willing to pay to purchase shares of the Fund (bid) and the lowest price a seller is willing to accept for shares of the Fund (ask) when buying or selling shares in the secondary market (the “bid-ask spread”). The bid-ask spread varies over time for Fund shares based on trading volume and market liquidity. Recent information, including information about the Fund’s NAV, market price, premiums and discounts, and bid-ask spreads, is included on the Fund’s website (www.proshares.com).

Tax Information

Income and capital gains distributions you receive from the Fund generally are subject to federal income taxes and may also be subject to state and local taxes. The Fund intends to distribute income, if any, quarterly, and capital gains, if any, at least annually. Distributions for this Fund may be higher than those of most ETFs.

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Investment Objectives, Principal Investment Strategies and Related Risks

12 :: INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

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This section contains additional details about the Fund’s investment objective, principal investment strategies and related risks.

Investment Objectives

The Fund is a “Geared Fund” in the sense that it is designed to seek daily investment results, before fees and expenses, that correspond to the daily performance of an underlying security like OURA (“Underlying Security”) such as a multiple (i.e., 2x) of the daily performance of the Underlying Security (the “Daily Target”) for a single day, not for any other period. The Fund does not seek to achieve its stated investment objectives over a period of time greater than a single day. A “single day” is measured from the time a Fund calculates its net asset value (“NAV”) to the time of the Fund’s next NAV calculation.

The return of the Fund for periods longer than a day is the product of a series of daily leveraged returns for each trading day during that period. If you hold Fund shares for any period other than a day, it is important for you to understand the risks and long-term performance of a daily objective fund. You should know that over your holding period:

●Your return may be higher or lower than the Daily Target, and this difference may be significant.

●Factors that contribute to returns that are worse than the Daily Target include smaller Underlying Security gains or losses and higher Underlying Security volatility, as well as longer holding periods when these factors apply.

●Factors that contribute to returns that are better than the Daily Target include larger Underlying Security gains or losses and lower Underlying Security volatility, as well as longer holding periods when these factors apply.

●The more extreme these factors are, and the more they occur together, the more your return will tend to deviate from the Daily Target.

For periods longer than a day, you will lose money if the Underlying Security’s performance is flat. It is possible that you will lose money invested in a Fund even if the value of the Underlying Security rises during that period. Returns may move in the opposite direction of the Underlying Security during periods of higher volatility, low returns, or both. In addition, during periods of higher volatility, the volatility of the Underlying Security may affect your return as much or more than the return of the Underlying Security.

Investment in the Fund involves risks that are different from and additional to the risks of investments in other types of funds. An investor in the Fund could potentially lose the full value of their investment within a single day.

Principal Investment Strategies

In seeking to achieve the Fund’s investment objective, ProShare Advisors follows a passive approach to investing that is designed to correspond to the multiple (i.e., 2x) of the

daily performance of its Underlying Security. The Fund attempts to achieve its investment objective by investing all, or substantially all, of its assets in financial instruments that provide exposure to its Underlying Security.

基金采用各种投资策略，旨在实现其投资目标。这些策略旨在提高流动性、保持税负效率的组合并减少交易成本，以保持与多种基础证券的高度相关性以及类似的总体特征。。

ProShare Advisors 不会基于其对特定证券、工具或公司的投资价值的看法，将基金资产投资于证券或金融工具，除非是为了现金管理目的，也不会进行传统的投资研究或分析（除非是为了确定交易对手的信用状况），或在管理基金资产时预测市场走势或趋势。基金通常会力求在所有时间都完全投资于证券和/或金融工具，这些工具组合能够根据其投资目标提供与基础证券一致的敞口，而不论市场状况、趋势、方向或特定发行人的财务状况如何。。

基金通常不会采取临时防御性头寸。如果基础证券在该期间内下跌超过45%，基金可能会或可能不会进入包含条款的互换协议，以防止基金在单个交易日内的净值损失超过90%（以每个交易日东部时间下午4:00到下一个交易日东部时间下午4:00（交易所营业日）为衡量标准）。为了以合理费率获得此类条款，这些互换协议可能或可能不会同时包含一个条款，即如果基础证券在该期间内上涨超过45%，则该基金在同期的业绩上限为90%。无法保证此类条款会可用，也无法保证基金不会在上述方式衡量的单个交易日中损失超过90%的净资产。。

每日，基金将力求调整其投资组合，使其投资敞口与投资目标一致。一般来说，每日基金基础证券的变动将决定该基金的投资组合是否需要重新配置。例如，如果基础证券在某一天上涨，基金的净资产应该会上升。因此，基金的敞口需要增加。相反，如果基础证券在某一天下跌，基金的净资产应该会下降。因此，基金的敞口需要减少。。

基金重新平衡其投资组合的时间和方式可能根据市场状况和其他情况由ProShare Advisors全权决定而每天有所不同。如果由于任何原因，基金无法重新平衡

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其投资组合的全部或部分，或如果其投资组合的全部或部分重新平衡不当，基金的投资敞口可能与其投资目标不一致。在这种情况下，基金对底层证券的投资敞口可能显著高于或低于其规定的倍数。因此，与正确重新平衡相比，基金可能面临更大或更小的杠杆风险，且可能无法实现其投资目标。目标。

与OURA相关的额外投资

如果由于任何原因，基金无法获得对OURA的期望敞口，包括接近交易对手容量限制或由于流动性或其他限制，ProShare Advisors打算采取其认为适当并符合基金最佳利益的措施。这可能包括减少基金对OURA的杠杆敞口，通过持有基金资产的更大比例的OURA股票或货币市场工具。在这种情况下，基金将无法实现其投资目标。这也可能包括，但不限于，投资于“OURA相关投资”或投资于其他提供对OURA或OURA相关投资敞口的美国投资公司。就本目的而言，OURA相关投资是指由ProShare Advisors认为其回报通常对应，或与OURA的表现密切相关的美国股票或商品交易所上市的投资。

关于主要风险的附加信息

与所有投资一样，投资于基金涉及风险。最可能对基金组合产生重大影响的因素称为“主要风险”。基金的主要风险在基金的简要招募说明书中有描述，以下以及在标题为“其他风险”的部分中提供了有关这些风险的附加信息，以及与基金可能面临的其他潜在风险相关的信息。主要风险旨在提供有关可能对基金收益产生重大不利影响的因素的信息，从而影响基金的投资价值。风险按有助于阅读的顺序排列，其顺序并不意味着一种风险的实现可能性大于另一种风险，或可能比另一种风险产生更大的不利影响。《附加信息声明》（“SAI”）包含有关基金、投资策略和相关风险的更多信息。基金可能面临除作为主要风险识别的风险以外的其他风险。。

●与使用衍生品相关的风险 — 基金可能通过衍生品（包括投资于：互换协议；期货合约；期货合约、证券和指数的期权；远期合约；以及类似工具）获得敞口。投资于衍生品可能被视为激进的，并可能使基金面临与直接投资于衍生品所依据的参考资产不同的风险，或者可能比与直接投资于参考资产相关的风险更大。

derivative (e.g., the Fund’s underlying security). The use of derivatives may result in larger losses or smaller gains than directly investing in securities. The risks of using derivatives include: 1) the risk that there may be imperfect correlation between the price of the financial instruments and movements in the prices of the reference asset(s); 2) the risk that an instrument is mispriced; 3) credit or counterparty risk on the amount the Fund expects to receive from a counterparty; 4) the risk that securities prices, interest rates and currency markets will move adversely and the Fund will incur significant losses; 5) the risk that the cost of holding a financial instrument might exceed its total return; 6) the possible absence of a liquid secondary market for a particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to adjust the Fund’s position in a particular instrument when desired; 7) risks arising from margin requirements; 8) operational risk (such as documentation issues, settlement issues and systems failures), and 9) legal risk (such as insufficient documentation, insufficient capacity or authority of a counterparty, and issues with the legality or enforceability of a contract). Each of these factors may prevent the Fund from achieving its investment objective and may increase the volatility (i.e., fluctuations) of the Fund’s returns. Because derivatives often require limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested.

●Counterparty Risk — The Fund will be subject to credit risk (i.e., the risk that a counterparty is unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount the Fund expects to receive from counterparties to financial instruments (including derivatives and repurchase agreements) entered into by the Fund. The Fund generally structures the agreements such that either party can terminate the contract at any time, including intraday, without penalty prior to the termination date. If a counterparty terminates a contract, the Fund may not be able to invest in other derivatives to achieve the desired exposure, or achieving such exposure may be more expensive. The Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations under such an agreement. The Fund may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding and the Fund may obtain only limited recovery or may obtain no recovery in such circumstances. In order to attempt to mitigate potential counterparty credit risk, a Fund typically enters into transactions with major financial institutions. The Fund also seeks to mitigate risks by generally requiring that the counterparties agree to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to what the counterparty owes the Fund, subject to certain minimum thresholds. To the extent any such collateral is insufficient

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or there are delays in accessing the collateral, the Fund will be exposed to the risks described above, including possible delays in recovering amounts as a result of bankruptcy proceedings.

The counterparty to a cleared swap agreement and/or exchange-traded futures contract is subject to the credit risk of the clearing house and the futures commission merchant (“FCM”) through which it holds its position. Specifically, the FCM or the clearing house could fail to perform its obligations, causing significant losses to the Fund. For example, the Fund could lose margin payments it has deposited with an FCM as well as any gains owed but not paid to the Fund, if the FCM or clearing house becomes insolvent or otherwise fails to perform its obligations. Credit risk of market participants with respect to derivatives that are centrally cleared is concentrated in a few clearing houses and it is not clear how an insolvency proceeding of a clearing house would be conducted and what impact an insolvency of a clearing house would have on the financial system. Under current Commodity Futures Trading Commission (“CFTC”) regulations, a FCM maintains customers’ assets in a bulk segregated account. If a FCM fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of loss of their funds in the event of that FCM’s bankruptcy. In that event, in the case of futures and options on futures, the FCM’s customers are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of that FCM’s customers. In addition, if the FCM does not comply with the applicable regulations, or in the event of a fraud or misappropriation of customer assets by the FCM, a Fund could have only an unsecured creditor claim in an insolvency of the FCM with respect to the margin held by the FCM. FCMs are also required to transfer to the clearing house the amount of margin required by the clearing house, which amount is generally held in an omnibus account at the clearing house for all customers of the FCM. In certain cases with respect to cleared swaps, the FCM may also transfer any excess initial margin posted by the Fund to the clearing house. Regulations promulgated by the CFTC require that the FCM notify the clearing house of the excess initial margin provided by the FCM to the clearing house that is attributable to each customer. However, if the FCM does not accurately report the Fund’s initial margin, the Fund is subject to the risk that a clearing house will use the assets attributable to it in the clearing house’s omnibus account to satisfy payment obligations a defaulting customer of the FCM has to the clearing house.

In addition, the Fund may enter into agreements with a limited number of counterparties, which may increase the Fund’s exposure to counterparty credit risk. The Fund does

not specifically limit its counterparty risk with respect to any single counterparty. Further, there is a risk that no suitable counterparties are willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective. Contractual provisions and applicable law may prevent or delay the Fund from exercising its rights to terminate an investment or transaction with a financial institution experiencing financial difficulties, or to realize returns on collateral, and another institution may be substituted for that financial institution without the consent of the Fund. If the credit rating of a derivatives counterparty declines, the Fund may nonetheless choose or be required to keep existing transactions in place with the counterparty, in which event the Fund would be subject to any increased credit risk associated with those transactions. Also, in the event of a counterparty’s (or its affiliate’s) insolvency, the possibility exists that the Fund’s ability to exercise remedies, such as the termination of transactions, netting of obligations and realization of returns on collateral, could be stayed or eliminated under special resolution regimes adopted in the United States, the European Union, United Kingdom and various other jurisdictions. Such regimes provide government authorities with broad authority to intervene when a financial institution is experiencing financial difficulty. In particular, the regulatory authorities could reduce, eliminate, or convert to equity the liabilities to the Fund of a counterparty who is subject to such proceedings in the European Union or United Kingdom (sometimes referred to as a “bail in”).

Moreover, with respect to the use of swap agreements, although the term of the agreement may be for a specified period ranging from a day to more than one year, either party may generally terminate the agreement without penalty prior to the termination. As a result, if the underlying reference asset has a dramatic intraday move that causes a material decline in the Fund’s net assets, the terms of a swap agreement between the Fund and its counterparty may permit the counterparty to immediately close out the transaction with the Fund. In that event, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve the desired exposure consistent with the Fund’s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the reference asset reverses all or a portion of its intraday move by the end of the day. Any costs associated with using derivatives will also have the effect of lowering the Fund’s return.

●Correlation Risk — A number of factors may affect the Fund’s ability to achieve a high degree of correlation with OURA, and there is no guarantee that the Fund will achieve a high

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degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund’s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the Daily Target.

In order to achieve a high degree of correlation with OURA, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to OURA may prevent the Fund from achieving a high degree of correlation with OURA and may expose the Fund to greater leverage risk. Market disruptions or closures, regulatory restrictions, market volatility, illiquidity in the markets for the financial instruments in which the Fund invests, and other factors will adversely affect the Fund’s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by OURA’s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect exposure during the day or at the end of each day and the likelihood of being materially under- or overexposed is higher on days when OURA is volatile, particularly when OURA is volatile at or near the close of the trading day.

●Equity and Market Risk — Equity markets are volatile, and the value of securities, swaps, futures and other instruments correlated with equity markets may fluctuate dramatically from day to day. Equity markets are subject to corporate, political, regulatory, market and economic developments, as well as developments that impact specific economic sectors, industries or segments of the market. Further, OURA may underperform other equity investments. Volatility in the markets and/or market developments may cause the value of an investment in the Fund to decrease over short or long periods of time.

○Small- and Mid-Cap Company Investment Risk — The risk of equity investing may be particularly acute for securities of issuers with smaller market capitalizations. Small- and mid-cap companies may have limited product lines or resources, may be dependent upon a particular market niche and may have greater fluctuations in price than the stocks of larger companies. Small- and mid-cap companies may lack the financial and personnel resources to handle economic or industry-wide setbacks and, as a result, such setbacks could have a greater effect on small- and mid-cap security prices. Additionally, small- and mid-cap company stocks may trade at greater spreads or lower trading volumes, and may be less liquid than the stocks of larger companies. Further, stocks of small- and mid-sized companies could be more difficult to liquidate during market downturns compared to larger, more widely traded companies.

●Money Market Instruments Risk — Money market instruments may be adversely affected by market and economic events. Adverse economic, political or other developments affecting issuers of money market instruments or defaults by

transaction counterparties may also have a negative impact on the performance and liquidity of such instruments. Each of these could have a negative impact on the performance of the Fund. Money market instruments may include money market funds.

●Industry Concentration Risk — The Fund may be subject to greater market fluctuations than a fund that is more broadly invested across industries. Financial, economic, business, regulatory conditions, and other developments affecting issuers in a particular industry or group of industries will have a greater effect on the Fund, and if securities of the particular industry or group of industries fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.

●Market Price Variance Risk — Individual shares of the Fund can be bought and sold in the secondary market at market prices rather than at NAV. There is no guarantee that an active secondary market will develop for shares of the Fund, which may also cause NAV and market price to vary significantly. The market price of the Fund’s shares will fluctuate in response to changes in the value of the Fund’s holdings, supply and demand for shares and other market factors. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund’s holdings. Differences between secondary market prices and the value of the Fund’s holdings may be due largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for securities or financial instruments held by the Fund at a particular time. In addition, there may be times when the market price and the NAV of the Fund’s shares vary significantly, such as during periods of market volatility or other market developments and disruptions. Investors purchasing and selling shares in the secondary market may trade shares at a premium or a discount to the Fund’s NAV and may receive less than the value of the Fund’s holdings when they sell those shares.

The Fund may have a limited number of financial institutions that may act as Authorized Participants or market markers. Only Authorized Participants who have entered into agreements with the Fund’s distributor may engage in creation or redemption transactions directly with the Fund. If some or all of these Authorized Participants exit the business or are unable to process creation and/or redemption orders, and no other Authorized Participant is willing or able to create and redeem Fund shares, shares may trade at a discount to NAV (and may even face trading halts or delisting). Similar effects may result if market makers exit the business or are unable to continue making markets in the shares. Further, while the creation/redemption feature is designed to make it likely that shares normally will trade at prices correlated to the price of the Fund’s portfolio holdings, disruptions to creations and redemptions, including disruptions at market makers, Authorized Participants or

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market participants, or during periods of significant market volatility, among other factors, may result in market prices that differ significantly from NAV. Investors purchasing and selling shares in the secondary market may not experience investment results consistent with those experienced by Authorized Participants creating and redeeming directly with the Fund. The market price of shares, like the price of any exchange-traded security, includes a “bid-ask spread” charged by the exchange specialist, market makers or other participants that trade the particular security. In times of severe market disruption or during after-hours trading, the bid-ask spread often increases significantly. This means that shares may trade at a discount to the value of the Fund’s holdings, and the discount is likely to be greatest when the price of shares is falling fastest, which may be the time that a shareholder most wants to sell their shares. The Fund’s investment results are measured based upon the daily NAV of the Fund.

Shares of the Fund may be available for trading on the exchange during extended trading sessions, including before or after regular market trading (typically, 9:30 a.m. to 4:00 p.m. Eastern time). Buying and selling Fund shares during extended trading sessions may involve heightened risks, including potentially lower liquidity, higher price volatility, wider bid-ask spreads, and prices that may not reflect the prices at which shares of the Fund trade during regular market hours. The ability to trade Fund shares on the exchange during extended trading sessions can be halted at any time. There can be no guarantee that Fund shares will be available for trading on the exchange during any extended trading session.

●Early Close/Late Close/Trading Halt Risk — An exchange or market may close early, close late or issue trading halts on specific securities, including OURA. A halt in trading of OURA is expected to result in a halt in the trading of the Fund’s shares. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund’s creation and redemption process, potentially affect the price at which the Fund’s shares trade in the secondary market, and/or result in the Fund being unable to trade certain securities or financial instruments at all. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses. If trading in the Fund’s shares are halted, investors may be temporarily unable to trade shares of the Fund.

●U.S. Treasury Markets — U.S. Treasury markets can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day-to-day. Fixed income markets are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that impact specific economic sectors, industries or segments of the market. These factors may also lead to increased volatility and reduced liquidity in the fixed-income markets. Equity securities generally have greater price volatility than fixed income securities, although

under certain market conditions fixed income securities may have comparable or greater price volatility. All U.S. government securities are subject to credit risk. It is possible that the U.S. government may not be able to meet its financial obligations or that securities issued by the U.S. government may experience credit downgrades. Any credit event may also adversely affect the financial markets.

●Liquidity Risk — In certain circumstances, such as the disruption of the orderly markets for the financial instruments in which the Fund invests, the Fund might not be able to acquire or dispose of certain holdings quickly or at prices that represent true market value in the judgment of ProShare Advisors. Markets for the financial instruments in which the Fund invests may be disrupted by a number of events, including but not limited to economic crises, political crises, health crises, natural disasters, excessive volatility, new legislation, or regulatory changes inside or outside of the U.S. For example, regulation limiting the ability of certain financial institutions to invest in certain financial instruments would likely reduce the liquidity of those instruments. These situations may prevent the Fund from limiting losses or realizing gains.

●Tax Risk — The Fund intends to qualify annually and to elect to be treated as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify for the favorable U.S. federal income tax treatment generally accorded to RICs, the Fund must, among other things, (i) derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of stock, securities or foreign currencies or other income derived with respect to its business of investing in such stock, securities or currencies, or net income derived from interests in certain publicly traded partnerships; (ii) diversify its holdings so that, at the end of each quarter of the taxable year, (a) at least 50% of the market value of the Fund’s assets is represented by cash and cash items (including receivables), U.S. government securities, the securities of other RICs and other securities, with such other securities of any one issuer generally limited for the purposes of this calculation to an amount not greater than 5% of the value of the Fund’s total assets and not greater than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of its total assets is invested in the securities (other than U.S. government securities or the securities of other RICs) of any one issuer, or two or more issuers which the Fund controls which are engaged in the same, similar or related trades or businesses, or the securities of one or more of certain publicly traded partnerships; and (iii) distribute at least 90% of its investment company taxable income (which includes, among other items, dividends, interest and net short-term capital gains in excess of net long-term capital losses) and at least 90% of its net tax-exempt interest income each taxable year. There are certain exceptions for failure to qualify if the failure is for reasonable cause or

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is de minimis, and certain corrective action is taken and certain tax payments are made by the Fund.

The authority with regard to swaps entered into by RICs is unclear both as to the qualification under the income test and the identification of the issuer under the diversification test. The Fund intends to take the position that because the swaps held by the Fund reference securities that the income on the swaps are “other income” from the Fund’s business of investing in stocks and securities. In addition, the Fund intends to manage its investments in the swaps so that neither the exposure to issuer of the referenced security nor the exposure to any one counterparty of the swaps will exceed 25% of the gross value of the Fund’s portfolio at the end of any quarter. If the Fund were to fail to meet the qualifying income test or asset diversification test and fail to qualify as a RIC, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income, which would adversely affect the Fund’s performance.

Other Risks

In addition to the risks noted above, many other factors may also affect the value of an investment in the Fund, such as market conditions, interest rates and other economic, political or financial developments. The impact of these developments on the Fund will depend upon the types of investments in which the Fund invests, the Fund’s level of investment in particular issuers and other factors, including the financial condition, industry, economic sector and location of such issuers. The SAI contains additional information about the Fund, its investment strategies and related risks. The Fund may be subject to other risks in addition to those identified as principal risks.

●Risk of Global Economic Shock — Economic, financial, public health, labor and other global market developments and disruptions, including public health emergencies (such as the spread of infectious diseases, pandemics and epidemics, natural or environmental disasters, war and other armed conflicts, terrorism, social unrest, recessions, inflation, rapid interest rate changes, supply chain disruptions, governmental or quasi-governmental actions (including sanctions and other similar measures) and other circumstances in one country or region have been and may continue to be highly disruptive to economies and markets. Health crises could exacerbate political, social, and economic risks, and result in breakdowns, delays, shutdowns, social isolation, civil unrest, periods of high unemployment, shortages in and disruptions to the medical care and consumer goods and services industries, and other disruptions to important global, local and regional supply chains, with potential corresponding results on the performance of the Fund and its investments.

Additionally, wars, military conflicts, sanctions, acts of terrorism, sustained elevated inflation, supply chain issues, the institution of tariffs or other trade barriers, or other

events could have a significant negative impact on global financial markets and economies. Ongoing trade disputes between the United States and other countries may lead to tariffs and investment restrictions, negatively impacting affected companies and their securities. These disputes can also harm the economies of the United States and its trading partners, as well as financial markets overall. Russia’s military incursions in Ukraine have led to, and may lead to additional sanctions being levied by the United States, European Union and other countries against Russia. The ongoing hostilities between the two countries could result in additional widespread conflict and could have a severe adverse effect on the region and certain markets. Sanctions on Russian exports could have a significant adverse impact on the Russian economy and related markets and could affect the value of the Fund’s investments, even beyond any direct exposure the Fund may have to the region or to adjoining geographic regions. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could have a severe adverse effect on the region, including significant negative impacts on the economy and the markets for certain securities and commodities, such as oil and natural gas. Furthermore, the possibility of a prolonged conflict between Hamas and Israel, and the potential expansion of the conflict in the surrounding areas and the involvement of other nations in such conflict, such as the Houthi movement’s attacks on marine vessels in the Red Sea, could further destabilize the Middle East region and introduce new uncertainties in global markets, including the oil and natural gas markets. How long such tensions and related events will last cannot be predicted. These tensions and any related events could have significant impact on the Fund performance and the value of an investment in the Fund.

Ongoing geopolitical events, such as the U.S. and Israel military action against Iran that began in February 2026 and Iran’s responses thereto, including attacks on marine vessels in the Strait of Hormuz, the U.S. military operation in Venezuela that started in January 2026, the Israel-Hamas conflict, including the Houthi movement’s attacks on marine vessels in the Red Sea, and Russia’s continued military actions against Ukraine that began in February 2022 and the U.S. responses to may continue to have an impact on certain commodities markets, particularly the market for crude oil and commodity futures markets. For example, historically, Russia has been a significant global exporter of crude oil. The front end of the crude oil futures curve was flat for most of 2025. Crude oil prices were flat during 2025, but have spiked in the first quarter of 2026 due to conflict in the Middle East and the resulting negative impacts on energy infrastructure. While a ceasefire agreement between Israel and Hamas was reached in January 2025, there is no guarantee that the parties will continue to comply with the terms of the agreement and the agreement does not mean the conflict will be resolved. For

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example, there have been reports of the possible resumption of Houthi-led attacks on marine vessels in the Red Sea as a result of the U.S. and Israel military action against Iran. The possibility of a continued and prolonged conflict between the U.S. and Israel against Iran, the U.S. military operation in Venezuela and the Israel-Hamas conflict, and the potential expansion of those conflicts in the surrounding areas and the involvement of other nations in such conflict, could further destabilize the respective regions and introduce new uncertainties in global markets, including the crude oil markets. This may increase or decrease volatility of the Funds’ shares.

●Natural Disaster/Epidemic Risk — Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, COVID-19), have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disaster and health crises could exacerbate political, social, and economic risks, and result in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of the Fund and its investments. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under these circumstances, the Fund may have difficulty achieving its investment objectives which may adversely impact Fund performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the Fund’s investment advisor, third party service providers, and counterparties), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Fund’s investments. These factors can cause substantial market volatility, exchange trading suspensions and closures, changes in the availability of and the margin requirements for certain instruments, and can impact the ability of the Fund to complete redemptions and otherwise affect Fund performance and Fund trading in the secondary market. A widespread crisis would also affect the global economy in ways that cannot necessarily be foreseen. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these events could have a significant impact on the Fund’s performance, resulting in losses to your investment.

●Operational Risk — The Fund, its service providers, Authorized Participants, and the relevant listing exchange are subject

to operational risks arising from, among other things, human error, systems and technology errors and disruptions, failed or inadequate controls, and fraud. These errors may adversely affect the Fund’s operations, including its ability to execute its investment process, calculate or disseminate its NAV or intraday indicative optimized portfolio value in a timely manner, and process creations or redemptions. While the Fund seeks to minimize such events through controls and oversight, there may still be failures and the Fund may be unable to recover any damages associated with such failures. These failures may have a material adverse effect on the Fund’s returns.

●Portfolio Turnover Risk — The Fund may incur high portfolio turnover to manage the Fund’s investment exposure. Additionally, active market trading of the Fund’s shares may cause more frequent creation or redemption activities that could, in certain circumstances, increase the number of portfolio transactions. High levels of portfolio transactions increase brokerage and other transaction costs and may result in increased taxable capital gains. Each of these factors could have a negative impact on the performance of the Fund.

●Securities Lending Risk — The Fund may engage in securities lending. Securities lending involves the risk, as with other extensions of credit, that the Fund may lose money because (a) the borrower of the loaned securities fails to return the securities in a timely manner or at all or (b) it loses its rights in the collateral should the borrower fail financially. The Fund could also lose money in the event of a decline in the value of collateral provided for loaned securities or a decline in the value of any investments made with cash collateral. These events could also trigger adverse tax consequences for the Fund. In determining whether to lend securities, ProShare Advisors or the Fund’s securities lending agent will consider relevant facts and circumstances, including the creditworthiness of the borrower.

●Trading Risks — The shares of the Fund are listed for trading on the listing exchange identified on the cover of this Prospectus, may be listed or traded on U.S. and non-U.S. stock exchanges other than such exchange, and may trade on an electronic communications network. Nevertheless, there can be no assurance that an active trading market for such shares will develop or be maintained. Trading in shares of the Fund on an exchange may be halted due to market conditions or for reasons that, in the view of an exchange, make trading in shares inadvisable. In addition, trading in shares of the Fund on an exchange is subject to trading halts caused by extraordinary market volatility pursuant to exchange “circuit breaker” rules. There can be no assurance that the requirements of the exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged or that the shares of the Fund will trade with any volume, or at all, on any stock exchange or other venue.

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●Valuation Risk — In certain circumstances (e.g., if ProShare Advisors believes market quotations are not reliable, or a trading halt closes an exchange or market early), ProShare Advisors may, pursuant to procedures approved by the Board of Trustees of the Fund, choose to determine a fair value price as the basis for determining the value of such investment for such day. The fair value of an investment determined by ProShare Advisors may be different from other value determinations of the same investment. Portfolio investments that are valued using techniques other than market quotations, including “fair valued” investments, may be subject to greater fluctuation in their value from one day to the next than would be the case if market quotations were used. In addition, there is no assurance that the Fund could sell a portfolio investment for the value established for it at any time, and it is possible that the Fund would incur a loss because a portfolio investment is sold at a discount to its established value.

●Risks of Government Regulation —The Financial Industry Regulatory Authority (“FINRA”) issued a notice on March 8, 2022 seeking comment on measures that could prevent or restrict investors from buying a broad range of public securities designated as “complex products” — which could include the leveraged and inverse funds offered by ProShare Advisors. The ultimate impact, if any, of these measures remains unclear. However, if regulations are adopted, they could, among other things, prevent or restrict investors’ ability to buy the funds.

Additional Securities, Instruments and Strategies

This section describes additional securities, instruments and strategies that may be utilized by the Fund that are not principal investment strategies of the Fund unless otherwise noted in the Fund’s description of principal strategies in the Fund’s Summary Prospectus. Additional Information about the types of investments that the Fund may make is set forth in the SAI.

●Securities Lending — The Fund may lend securities to brokers, dealers and financial organizations under guidelines adopted by the Board. The Fund may loan up to one-third of the value of the Fund’s total assets (including the value of any collateral received). Each loan may be secured by collateral in the form of cash, Money Market Instruments or U.S. Government securities.

Additional Information Regarding the Underlying Security

Information provided to, or filed with, the SEC, pursuant to the Exchange Act can be located by reference to the SEC file number noted in the table below through the SEC’s website at www.sec.gov:

\n\n\n\n\n\n

\n Underlying Security	\n SEC File Number
\n Oura Inc. (NASDAQ: OURA)	\n 333-298734

PROSHARES.COM

Understanding the Risks and Long-Term Performance of a 2x Daily Objective Fund

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Understanding the Risks and Long-Term Performance of a 2x Daily Objective Fund

This section contains additional information to help you understand the risks and long-term performance of a 2x Daily Objective Fund. You should understand the consequences of holding daily rebalanced funds for periods longer than a single day, including the impact of compounding on Fund performance. You should consider actively monitoring and/or periodically rebalancing your portfolio in light of your investment goals and risk tolerance.

The 2x Fund is designed to seek daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of an underlying asset ( “OURA”). The 2x Fund does not seek to achieve two times (2x) the daily performance of OURA (its “Daily Target”) for any period other than a day. The Fund, however, is unlikely to provide a simple multiple (i.e., 2x) of OURA’s performance over periods longer than a single day.

●Why? The hypothetical example below illustrates how daily Fund returns can behave for periods longer than a single day. Take a Hypothetical Fund that seeks two times the daily performance of a Hypothetical Benchmark

○On each day, the Hypothetical Fund performs in line with its Daily Target.

○Notice that over the entire five-day period, the Hypothetical Fund’s total return is considerably less than two times that of the period return of its Benchmark

○For the five-day period, the Hypothetical Benchmark gained 5.1% while the Hypothetical Fund gained 9.8% (versus 2x 5.1% or 10.2%).

○In other scenarios, the return of a daily rebalanced fund could be greater than the Daily Target.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

\n	\n Hypothetical Benchmark	\n Hypothetical Fund
\n	\n Level	\n Daily \n Performance	\n Daily \n Performance	\n Net Asset \n Value
\n Start	\n 100.0	\n —	\n —	\n $100.00
\n Day 1	\n 103.0	\n 3.0%	\n 6.0%	\n $106.00
\n Day 2	\n 99.9	\n -3.0%	\n -6.0%	\n $99.64
\n Day 3	\n 103.9	\n 4.0%	\n 8.0%	\n $107.61
\n Day 4	\n 101.3	\n -2.5%	\n -5.0%	\n $102.23
\n Day 5	\n 105.1	\n 3.7%	\n 7.4%	\n $109.80
\n Total \n Return	\n 5.1%	\n 9.8%

●Why does this happen? This effect is caused by compounding, which exists in all investments, but has a more significant

impact of a 2x Fund. The return of the Fund for a period longer than a single day is the result of its return for each day compounded over the period and will usually differ in amount, and possibly even direction, from two times the return of OURA for the same period. In general, during periods of higher volatility, compounding will cause longer term results to be less than the Daily Target. This effect becomes more pronounced as volatility increases. Conversely, in periods of lower volatility, fund returns over longer periods can be higher than the Daily Target. Volatility is a statistical measure of the magnitude of fluctuations in the returns of OURA. Actual results for a particular period, before fees and expenses, are also dependent on the following factors: a) the volatility of OURA; b) the performance of OURA; c) period of time; d) financing rates associated with derivatives; e) other Fund expenses; and f) dividends paid by OURA.

●Examples Below are graphs intended to help illustrate the impact of two principal factors — volatility and performance of OURA — on Fund performance. Each of the graphs below shows a simulated hypothetical one-year performance of OURA compared with the performance of a fund that perfectly achieves its investment objective.

○The graphs demonstrate that, for periods longer than a single day, a 2x fund is likely to underperform or overperform (but not match) the Daily Target.

○A one-year period is used for illustrative purposes only. Deviations from two times (2x) the performance of OURA can occur over periods as short as a single day (as measured from one day’s NAV to the next day’s NAV) and may also occur in periods shorter than a single day (when measured intraday as opposed to NAV to NAV). An investor in a 2x Fund could potentially lose the full value of their investment within a single day.

○To isolate the impact of leveraged exposure, the graphs assume (a) no dividends paid with respect to OURA; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. The borrowing/lending rates to obtain leveraged exposure are expected to be significant. If these were included the Fund’s performance would be different from, and in some instances significantly lower than, that shown.

○Each of the graphs also assumes a volatility rate of 80%, which is the approximate average first-year annualized volatility rate for large-, mid-, and small-cap companies that completed an IPO between September 30, 2021 and September 30, 2026. The historical volatility and performance of large-, mid-, and small-cap companies in the

22 :: UNDERSTANDING THE RISKS AND LONG-TERM PERFORMANCE OF A 2x DAILY OBJECTIVE FUND

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first year following an IPO do not predict the future volatility of OURA. The volatility of OURA may be substantially in excess of 80%. OURA has not yet commenced its IPO.

One-Year Simulation; Underlying Security Return 0%\n
(Annualized Underlying Security Volatility 80%)

\n $\"$

The graph above shows a scenario where:

● OURA, which exhibits day-to-day volatility, is flat over the year.

●the 2x Fund is down.

One-Year Simulation; Underlying Security Return -8%\n
(Annualized Underlying Security Volatility 80%)

\n $\"$

The graph above shows a scenario where:

● OURA, which exhibits day-to-day volatility, is down over the year.

●the 2x Fund is down more than the Daily Target.

One-Year Simulation; Underlying Security Return 8%\n
(Annualized Underlying Security Volatility 80%)

\n $\"$

The graph above shows a scenario where:

● OURA, which exhibits day-to-day volatility, is up over the year.

●the 2x Fund is down.

For additional details about fund performance over periods longer than a single day in the 2x Fund, please see the SAI.

●What does this mean to you? The 2x Fund, if used properly and in conjunction with the investor’s view on the future direction and volatility of the markets, can be a useful tool for investors who want to manage their exposure to various markets and market segments.

○You should understand the consequences of seeking daily investment results, before fees and expenses, that correspond to the performance of a daily benchmark such as two times (2x) the daily performance of OURA for a single day, not for any other period.

○Additionally, you should recognize that the degree of volatility of OURA can have a dramatic effect on the Fund’s longer-term performance. The more volatile OURA is, the more the Fund’s longer-term performance will negatively deviate from the Daily Target.

○The return of the Fund for a period longer than a single day is the result of its return for each day compounded over the period and usually will differ in amount, and possibly even direction, from two times (2x) the daily performance of OURA for the same period.

UNDERSTANDING THE RISKS AND LONG-TERM PERFORMANCE OF A 2x DAILY OBJECTIVE FUND :: 23

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○For periods longer than a single day, the Fund will lose money if the performance of OURA is flat over time, and it is possible that the Fund will lose money over time regardless of the performance of OURA.

○You should consider actively monitoring and/or periodically rebalancing your portfolio (which will possibly trig

ger transaction costs and tax consequences) in light of your investment goals and risk tolerance.

○You could potentially lose the full value of your investment within a single day.

PROSHARES.COM

Management of ProShares Trust

MANAGEMENT OF PROSHARES TRUST :: 25

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Board of Trustees and Officers

The Board is responsible for the general supervision of the Fund. The officers of the Trust are responsible for the day-to-day operations of the Fund.

Investment Advisor

ProShare Advisors, located at 7272 Wisconsin Avenue, 21st Floor, Bethesda, Maryland 20814, serves as the investment adviser to the Fund and provides investment advice and management services to the Fund. ProShare Advisors oversees the investment and reinvestment of the assets in the Fund.

For its investment advisory services, the Fund pays ProShare Advisors a fee at an annualized rate based on its average daily net assets, of 0.75%. ProShare Advisors has entered into an Advisory Fee Waiver Agreement for this Fund that reduces the annualized rate based on its average daily net assets, as follows: 0.75% of the first $4.0 billion of average daily net assets of the Fund; 0.70% of the average daily net assets of the Fund over $4.0 billion to $5.5 billion; 0.65% of the average daily net assets of the Fund over $5.5 billion to $7.0 billion; 0.60% of the average daily net assets of the Fund over $7.0 billion to $8.5 billion; and 0.55% of the average daily net assets of the Fund over $8.5 billion.

ProShare Advisors has contractually agreed to waive investment advisory and management services fees and/or to reimburse certain other expenses of the Fund through at least September 30, 2027 (unless the Board consents to an earlier revision or termination of this arrangement). After such date, the expense limitation may be terminated or revised by ProShare Advisors. This expense limitation excludes transaction costs, interest, taxes, dividends (including dividend expenses on securities sold short), litigation, indemnification, acquired fund fees and expenses as permitted by the then current registration statement, and extraordinary expenses as determined under generally accepted accounting principles. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within three years of the end of that contractual period, however, such recoupment will be limited to the lesser of any expense limitation in place at the time of recoupment or the expense

limitation in place at the time of waiver or reimbursement. The recoupment period begins on the date such amount was initially waived and/or reimbursed.

A discussion regarding the basis for the Board approving the investment advisory agreement for the Fund is expected to be included in the Trust’s first report to shareholders that includes the Fund.

Portfolio Management

The following individuals have responsibility for the day-to-day management of the Fund as set forth in the Summary Prospectus relating to the Fund. The Portfolio Managers’ business experience for the past five years is listed below. Additional information about the Portfolio Managers’ compensation, other accounts managed by the Portfolio Managers and their ownership of other investment companies can be found in the SAI.

Alexander Ilyasov, ProShare Advisors: Senior Portfolio Manager since October 2013 and Portfolio Manager from November 2009 through September 2013. ProFund Advisors LLC: Senior Portfolio Manager since October 2013 and Portfolio Manager from November 2009 through September 2013. ProShare Capital Management LLC: Senior Portfolio Manager since August 2016.

Eric Silverthorne, ProShare Advisors: Portfolio Manager since March 2023 and Associate Portfolio Manager from February 2021 through March 2023. ProFund Advisors: Portfolio Manager since March 2023 and Associate Portfolio Manager from February 2021 through March 2023 and October 2008 to November 2008 and Portfolio Analyst from May 2007 to October 2008.

Management Services Fees

ProShare Advisors also performs certain management services, including client support and other administrative services, for the Fund under a Management Services Agreement. ProShare Advisors is entitled to receive annual fees equal to 0.10% of the average daily net assets of the Fund for such services.

PROSHARES.COM

Shareholder Information

SHAREHOLDER INFORMATION :: 27

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Determination of NAV

The NAV per share of the Fund is computed by dividing the value of the net assets of such Fund (i.e., the value of its total assets less total liabilities) by its total number of shares outstanding. Expenses and fees are accrued daily and taken into account for purposes of determining NAV. The NAV of the Fund is calculated by JPMorgan and is generally determined each business day as of the close of regular trading on the Exchange on which the shares of the Fund are listed (typically calculated as of 4:00 p.m. Eastern Time). Securities and other assets are generally valued at their market value using information provided by a pricing service or market quotations. Securities that are listed or traded on a stock exchange or the Nasdaq or National Market System are generally valued at the closing price, if available, on the exchange or market where the security is principally traded (including the Nasdaq Official Closing Price). Short-term securities are generally valued using market prices or at amortized cost. In addition, certain derivatives linked to an index may be valued based on the performance of one or more U.S. ETFs or instruments that reflect the values of the securities in such index, when the level of the index is not computed as of the close of the U.S. securities markets. Routine valuation of certain derivatives is performed using procedures approved by the Board.

When a market price is not readily available, securities and other assets are valued at fair value in good faith. The Board has designated ProShare Advisors as “valuation designee” to perform fair value determinations for all of the Funds’ investments for which market quotations are not readily available (or are deemed unreliable). The Board shall oversee ProShare Advisors’ fair value determinations and its performance as valuation designee. The use of a fair valuation methodology may be appropriate if, for example: (i) ProShare Advisors believes market quotations do not accurately reflect fair value of an investment; (ii) ProShare Advisors believes an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (for example, a foreign exchange or market); (iii) a trading halt closes an exchange or market early; or (iv) other events result in an exchange or market delaying its normal close. Fair valuation has the risk that the valuation may be higher or lower than the securities might actually command if the Fund sold them. See the SAI for more details.

To the extent the Fund’s portfolio investments trade in markets on days or at times when the Fund is not open for business or when the primary exchange for the shares is not open, the value of the Fund’s assets may vary, shareholders may not be able to purchase or sell Fund shares and Authorized Participants may not be able to create or redeem Creation Units. In addition, certain portfolio investments may not be traded on days or at times the Fund is open for business. In particu

lar, calculation of the NAV of the Fund may not take place contemporaneously with the determination of the prices of foreign securities used in NAV calculations.

Exchanges are open every week, Monday through Friday, except when the following holidays are celebrated: New Year’s Day, Martin Luther King, Jr. Day (the third Monday in January), President’s Day (the third Monday in February), Good Friday, Memorial Day (the last Monday in May), Juneteenth National Independence Day, Independence Day, Labor Day (the first Monday in September), Thanksgiving Day (the fourth Thursday in November) and Christmas Day. An Exchange may close early on the business day before each of these holidays and on the day after Thanksgiving Day. Exchange holiday schedules are subject to change without notice. If the Exchange on which the shares of the Fund are listed closes early, the NAV may be calculated at the close of regular trading or at its normal calculation time. If the exchange or market on which the Fund’s investments are primarily traded closes early, the NAV may be calculated prior to its normal calculation time. Creation/redemption transaction order time cutoffs would also be accelerated.

Distributions

As a shareholder on the Fund record date, you will earn a share of the investment income and net realized capital gains, if any, derived from the Fund’s direct security holdings and derivative instruments. You will receive such earnings as either an income dividend or a capital gains distribution. The Fund intends to declare and distribute net investment income, if any, and net realized capital gains, if any, to its shareholders at least annually. Subject to Board approval, some or all of any net realized capital gains distribution may be declared payable in either additional shares of the distributing Fund or in cash.

Distributions may be declared and paid more frequently to comply with the distribution requirements of the Internal Revenue Code or for other reasons.

Dividend Reinvestment Services

As noted above under “Distributions”, the Fund may declare a distribution from net realized capital gains to be payable in additional shares or cash. Even if the Fund does not declare a distribution to be payable in shares, brokers may make available to their customers who own shares the DTC book-entry dividend reinvestment service. If this service is available and used, dividend distributions of both income and capital gains will automatically be reinvested in additional whole shares of the same Fund. Without this service, investors would have to take their distributions in cash. To determine whether the dividend reinvestment service is available and whether there is a commission or other charge for using this service, please consult your broker.

28 :: SHAREHOLDER INFORMATION

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Frequent Purchases and Redemptions of Shares

The Board has not adopted a policy of monitoring for frequent purchases and redemptions of shares that appear to attempt to take advantage of potential arbitrage opportunities. The Board believes this is appropriate because ETFs, such as the Fund, are intended to be attractive to arbitrageurs, as trading activity is critical to ensuring that the market price of shares remains at or close to NAV.

Taxes

The following is certain general information about taxation of the Fund:

●The Fund intends to qualify for treatment as a “regulated investment company” (“RIC”) for U.S. federal income tax purposes. In order to so qualify, the Fund must meet certain tests with respect to the sources and types of its income, the nature and diversification of its assets, and the timing and amount of its distributions.

●If the Fund qualifies for treatment as a RIC, it is not subject to federal income tax on net investment income and net realized capital gains that the Fund timely distributes to its shareholders. If the Fund were to fail to so qualify, and were ineligible to or otherwise did not cure such failure, its taxable income and gains would be subject to tax at the Fund level, and distributions from earnings and profits would be taxable to shareholders as ordinary income.

●Investments by the Fund in options, futures, forward contracts, swap agreements and other derivative financial instruments are subject to numerous special and complex tax rules. These rules could affect the amount, timing or character of the distributions to shareholders by the Fund. In addition, because the application of these rules may be uncertain under current law, an adverse determination or future Internal Revenue Service guidance with respect to these rules may affect whether the Fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a RIC and avoid fund-level tax.

●Investments by the Fund in debt obligations issued or purchased at a discount and certain derivative instruments could cause the Fund to recognize taxable income in excess of the cash generated by such investments, potentially requiring the Fund to dispose of investments (including when otherwise disadvantageous to do so) in order to meet its distribution requirements, and such investments could affect the amount, timing or character of the income distributed to shareholders by the Fund. Investments by the Fund in shares of other investment companies could affect the amount, timing or character of the Fund’s distributions to shareholders relative to the Fund’s distributions had it invested directly in the securities held by the other investment companies.

●In order to qualify for the special tax treatment accorded a RIC and its shareholders, the Fund must derive at least 90% of its gross income for each taxable year from “quali

fying income,” meet certain asset diversification tests at the end of each taxable quarter, and meet annual distribution requirements. The Fund’s pursuit of its investment strategies will potentially be limited by the Fund’s intention to qualify for such treatment and could adversely affect the Fund’s ability to so qualify. The Fund can make certain investments, the treatment of which for these purposes is unclear. If, in any year, the Fund were to fail to qualify for the special tax treatment accorded a RIC and its shareholders, and were ineligible to or were not to cure such failure, the Fund would be taxed in the same manner as an ordinary corporation subject to U.S. federal income tax on all its income at the fund level. The resulting taxes could substantially reduce the Fund’s net assets and the amount of income available for distribution. In addition, in order to requalify for taxation as a RIC, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make certain distributions. Please see the Statement of Additional Information for more information.

Taxable investors should be aware of the following basic tax points:

●Distributions are taxable to you for federal income tax purposes whether you receive them in cash or reinvest them in additional shares.

●Distributions declared in October, November or December of one year payable to shareholders of record in such month and paid by the end of January of the following year are taxable for federal income tax purposes as if received on December 31 of the calendar year in which the distributions were declared.

●Any distributions from income or short-term capital gains that you receive generally are taxable to you as ordinary dividends for federal income tax purposes. Ordinary dividends you receive that the Fund reports as “qualified dividend income” may be taxed at the same rates as long-term capital gains, but will not be considered long-term capital gains for other federal income tax purposes, including the calculation of net capital losses.

●Any distributions of net long-term capital gains are taxable to you for federal income tax purposes as long-term capital gains includible in net capital gain and taxable to individuals at reduced rates, no matter how long you have owned your Fund shares.

●Distributions from net realized capital gains may vary considerably from year to year as a result of the Fund’s normal investment activities and cash flows.

●The Code generally imposes a 3.8% Medicare contribution tax on the “net investment income” of certain individuals, trusts and estates to the extent their income exceeds certain threshold amounts. For these purposes, “net investment income” generally includes, among other things, (i) distributions paid by the Fund of ordinary dividends and capital gain dividends, and (ii) any net gain from the sale,

SHAREHOLDER INFORMATION :: 29

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redemption or exchange of Fund shares. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in the Fund.

●A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you complete your federal income tax return.

●Dividend and capital gain distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.

●Dividends paid to a shareholder that is not a “United States person” within the meaning of the Code (such a shareholder, a “foreign person”) that the Fund properly reports as capital gain dividends, short-term capital gain dividends or interest-related dividends, each as further defined in the SAI, are not subject to withholding of U.S. federal income tax, provided that certain other requirements are met. The Fund (or intermediary, as applicable) is permitted, but is not required, to report any part of its dividends as are eligible for such treatment. The Fund’s dividends other than those the Fund properly reports as capital gain dividends, short-term capital gain dividends or interest-related dividends generally will be subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate). Special tax considerations may apply to foreign persons investing in the Fund. Please see the SAI for more information.

●The Fund’s income from or the proceeds of dispositions of its non-U.S. investments may be subject to withholding and other taxes imposed by foreign countries, which will reduce the Fund’s return on and taxable distributions in respect of its non-U.S. investments. Tax conventions between certain countries and the United States may reduce or eliminate these taxes. If more than 50% of the value of the Fund’s total assets at the close of a taxable year consists of securities of foreign corporations, the Fund will be eligible to elect to “pass through” to you foreign income taxes that it has paid. If this election is made, you will be required to include your share of those taxes in gross income as a distribution from the Fund and you generally will be allowed to claim a credit (or a deduction, if you itemize deductions) for these amounts on your federal U.S. income tax return, subject to certain limitations.

●By law, a percentage of your distributions and proceeds will generally be withheld if you have not provided a taxpayer identification number or social security number, have underreported dividend or interest income or have failed to certify to the Fund or its agent that you are not subject to this withholding.

In addition, taxable investors who purchase or redeem Creation Units should be aware of the following:

●A person who exchanges securities for Creation Units generally will recognize a gain or loss equal to the difference between the market value of the Creation Units at the time of the exchange and the exchanger’s aggregate basis in the securities surrendered and any cash amount paid.

●A person who exchanges Creation Units for securities generally will recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the aggregate market value of the securities received and any cash received. However, all or a portion of any loss a person realizes upon an exchange of Creation Units for securities will be disallowed by the Internal Revenue Service if such person purchases other substantially identical shares of the Fund within 30 days before or after the exchange. In such case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.

Note: This Prospectus provides general U.S. federal income tax information only. Your investment in the Fund may have other tax implications. If you are investing through a tax-deferred retirement account, such as an individual retirement account (IRA), special tax rules apply. Please consult your tax advisor for detailed information about the Fund’s tax consequences for you. See “Taxation” in the SAI for more information.

Premium/Discount Information

The Trust’s website (www.proshares.com) has information about the premiums and discounts for the Fund. Premiums or discounts are the differences between the NAV and market price of the Fund on a given day, generally at the time NAV is calculated. A premium is the amount that the Fund is trading above the NAV. A discount is the amount that the Fund is trading below the NAV.

Additional Information

The Trust enters into contractual arrangements with various parties who provide services to the Fund including, ProShare Advisors, the Fund’s administrator and fund accounting agent, custodian, transfer agent, and distributor. Shareholders are not parties to, or intended (or “third-party”) beneficiaries of, any of those contractual arrangements, and those contractual arrangements are not intended to create in any individual shareholder or group of shareholders any right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the Trust.

This Prospectus provides information concerning the Trust and the Fund that you should consider in determining whether to purchase shares of the Fund. None of this Prospectus, the SAI or any contract that is an exhibit to the Trust’s registration statement, is intended to, nor does it, give rise to an agreement or contract between the Trust or the Fund and any investor, or give rise to any contract or other rights in any

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individual shareholder, group of shareholders or other person except as may be otherwise provided by federal or state securities laws.

A shareholder may bring a derivative action on behalf of the Trust only if the shareholder or shareholders first make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such action is excused. A demand on the Trustees shall only be excused if a majority of the Board of Trustees, or a majority of any committee established to consider such action, has a personal financial interest in the action at issue. A Trustee shall not be deemed to have a personal financial interest in an action or otherwise be disqualified from ruling a shareholder demand by virtue of the fact that such Trustee receives remuneration from their service on the Board of Trustees of the Trust or on the boards of one or more investment companies with the same or an affiliated investment advisor or underwriter.

Escheatment

Many states have unclaimed property rules that provide for transfer to the state (also known as “escheatment”) of unclaimed property under various circumstances. These circumstances include inactivity (e.g., no owner-initiated contact for a certain period), returned mail (e.g., when mail sent to a shareholder is returned by the post office as undeliverable), or a combination of both inactivity and returned mail. Unclaimed or inactive accounts may be subject to escheatment laws, and the Fund and the Fund’s transfer agent will not be liable to shareholders and their representatives for good faith compliance with those laws.

Distribution (12b-1) Plan

Under a Rule 12b-1 Distribution Plan (the “Plan”) adopted by the Board, the Fund may pay the distributor and financial intermediaries, such as broker-dealers and investment advisors, up to 0.25% on an annualized basis of the average daily net assets of the Fund as reimbursement or compensation for distribution related activities with respect to the Fund. Because these fees would be paid out of the Fund’s assets on an on-going basis, over time these fees would increase the cost of your investment and may cost you more than paying other types of sales charges. For the prior fiscal year, no payments were made by the Fund under the Plan. No payments have yet been authorized by the Board, nor are any such expected to be made by the Fund under the Plan during the current fiscal year.

Precautionary Notes

A Precautionary Note to Retail Investors — The Depository Trust Company (“DTC”), a limited trust company and securities depositary that serves as a national clearinghouse for the settlement of trades for its participating banks and broker-dealers, or its nominee will be the registered owner of all outstanding shares of the Fund. Your ownership of shares will be shown on the records of DTC and the DTC Participant broker through whom you hold the shares. PROSHARES TRUST

WILL NOT HAVE ANY RECORD OF YOUR OWNERSHIP. Your account information will be maintained by your broker, who will provide you with account statements, confirmations of your purchases and sales of shares, and tax information. Your broker also will be responsible for furnishing certain cost basis information and ensuring that you receive shareholder reports and other communications from the Fund whose shares you own. Typically, you will receive other services (e.g., average cost information) only if your broker offers these services.

A Precautionary Note to Purchasers of Creation Units — You should be aware of certain legal risks unique to investors purchasing Creation Units directly from the issuing Fund. Because new shares from the Fund may be issued on an ongoing basis, a “distribution” of that Fund’s shares could be occurring at any time. As a dealer, certain activities on your part could, depending on the circumstances, result in your being deemed a participant in the distribution, in a manner that could render you a statutory underwriter and subject you to the prospectus delivery and liability provisions of the Securities Act of 1933. For example, you could be deemed a statutory underwriter if you purchase Creation Units from an issuing Fund, break them down into the constituent shares, and sell those shares directly to customers, or if you choose to couple the creation of a supply of new shares with an active selling effort involving solicitation of secondary market demand for shares. Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that person’s activities, and the examples mentioned here should not be considered a complete description of all the activities that could cause you to be deemed an underwriter. Dealers who are not “underwriters,” but are participating in a distribution (as opposed to engaging in ordinary secondary market transactions), and thus dealing with shares as part of an “unsold allotment” within the meaning of Section 4(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the Securities Act.

A Precautionary Note to Investment Companies — For purposes of the 1940 Act, the Fund is a registered investment company, and the acquisition of the Fund’s shares by other investment companies is subject to the restrictions of Section 12(d)(1) thereof. Any investment company considering purchasing shares of the Fund in amounts that would cause it to exceed the restrictions of Section 12(d)(1) should contact the Trust. Rule 12d1-4 under the 1940 Act permits investments in acquired funds in excess of the limits of Section 12(d)(1) subject to certain conditions. Among these conditions, prior to a fund acquiring securities of another fund exceeding the limits of Section 12(d)(1), the acquiring fund must enter into a “Fund of Funds Investment Agreement” with the acquired fund setting forth the material terms of the arrangement.

A Precautionary Note for UltraPro and UltraPro Short Funds — Funds that seek daily investment results, before fees and expenses, that correspond to three times (3x) or three times the inverse (-3x) of the daily performance of an index are not subject to

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certain limits on fund leverage risk. In particular, the UltraPro and UltraPro Short Funds are not subject to requirements that limit the ability of other funds to obtain leveraged exposure based on value- at-risk.

A Precautionary Note Regarding Unusual Circumstances — ProShares Trust can, in its discretion, postpone payment of redemption proceeds for any period during which: (1) the applicable Exchange is closed other than customary weekend and holiday closings; (2) trading on the applicable Exchange is restricted; (3) any emergency circumstances exist, as determined by the SEC; (4) the SEC by order permits for the protection of shareholders of the Fund; and (5) for up to 14 calendar days for any Fund holding non-U.S. investments during a period of an international local holiday, as further described in the SAI.

A Precautionary Note Regarding Regulation of Derivatives — Current global regulation of and future changes with respect to derivatives may alter, perhaps to a material extent, the nature of an investment in the Fund or the ability of the Fund to continue to implement its investment strategies.

The derivatives markets are subject to comprehensive statutes and regulations, including margin requirements. In addition, certain regulators including the CFTC and the exchanges on which certain derivatives trade are authorized to take extraordinary actions in the event of a market emergency, including, for example, in respect of the futures markets, the implementation of higher margin requirements, the establishment of daily price limits and the suspension of trading. The regulation of derivative transactions (including swaps and futures transactions) is an evolving area of law and is subject to modification by government and judicial action. The full impact of derivatives regulations on the Fund is difficult to predict, but could be substantial and adverse.

In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) made broad changes to the over-the-counter (“OTC”) OTC derivatives markets and granted significant authority to regulators, including the SEC and CFTC to regulate OTC derivatives and market participants. The European Union, the United Kingdom, and some other countries have implemented and continue to implement similar requirements that will affect a Fund when

it enters into derivatives transactions with a counterparty organized in those jurisdictions or otherwise subject to applicable derivatives regulations. Global derivatives regulations include clearing, trade execution, margin and reporting requirements.

In addition, Rule 18f-4 under the 1940 Act provides for the regulation of registered investment companies’ use of derivatives and certain related instruments. The rule, among other things, limits derivatives exposure through one of two value-at-risk tests (with an exception for certain funds that were in operation as of October 28, 2020 and that seek an investment result above 200% of the return (or inverse of the return) of an underlying index, including those that seek daily investment results, before fees and expenses, that correspond to three times (3x) or three times the inverse (-3x) of the daily performance of an index as discussed above). Limited derivatives users (as determined by Rule 18f-4) are not, however, subject to the full requirements under the rule.

Regulations can, among other things, adversely affect the value of the investments held by the Fund, restrict the Fund’s ability to engage in derivatives transactions (for example, by making certain derivatives transactions no longer available to that Fund) and/or increase the costs of such derivatives transactions (for example, by increasing margin or capital requirements), which could adversely affect investors. It is also unclear how regulatory changes will affect counterparty risk. In particular, position limits imposed on the Fund or its counterparties may impact that Fund’s ability to invest in a manner that efficiently meets its investment objective, and requirements, including capital and mandatory clearing for certain swaps, may increase the cost of the Fund’s investments and cost of doing business, which could adversely affect investors. Because these requirements are evolving, their ultimate impact remains unclear.

Portfolio Holdings Information

A description of the Trust’s policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the SAI. The Fund’s portfolio holdings are posted on a daily basis to the Fund’s website (www.proshares.com).

PROSHARES.COM

Financial Highlights

Because the Fund has not yet commenced operations as of the end of the most recent fiscal year, no financial highlights are available for the Fund at this time. In the future, financial highlights will be presented in this section of the Prospectus.

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\n $\"$

Investment Company Act file number 811-21114

ProShares Trust\n
7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814\n
866.PRO.5125 866.776.5125\n
ProShares.com

You can find additional information about the Fund in its current SAI, dated October 14, 2026, as may be amended from time to time, which has been filed electronically with the SEC and which is incorporated by reference into, and are legally a part of, this Prospectus. Copies of the SAI are available, free of charge, online at the Fund’s website (www.proshares.com). You may also request a free copy of the SAI or make inquiries to ProShares Trust by writing us at the address set forth above or calling us toll-free at the telephone number set forth above.

You can find other information about ProShares Trust on the SEC’s website (www.sec.gov) or you can get copies of this information after payment of a duplicating fee via email to publicinfo@sec.gov.

\n $\"$

PROSPECTUS October 14, 2026\n

\n\n\n\n

UltraShort OURA

OURS

NYSE Arca

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

\nPROSHARES TRUSTDistributor: SEI Investments Distribution Co.

TABLE OF CONTENTS

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

\n 3	\n Summary Section
\n 4	\n UltraShort OURA
\n 11	\n Investment Objectives, Principal \n Investment Strategies and Related Risks
\n 20	\n Understanding the Risks and Long-Term \n Performance of a -2x Daily Objective Fund
\n 24	\n Management of ProShares Trust
\n 26	\n Shareholder Information
\n 27	\n Determination of NAV
\n 27	\n Distributions
\n 27	\n Dividend Reinvestment Services
\n 28	\n Taxes
\n 32	\n Financial Highlights

PROSHARES.COM

Summary Section

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\n\n\n

Investment Objective

ProShares UltraShort Oura (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of the common stock of Oura Inc. (NASDAQ: OURA).

Important Information About the Fund

If the Fund is successful in meeting its investment objective, it should gain approximately two times as much as OURA loses when OURA falls on a given day. Conversely, it should lose approximately two times as much as OURA gains when OURA rises on a given day. The Fund does not seek to achieve two times the inverse (-2x) of the daily performance of OURA (the “Daily Target”) for any period other than a day.

●Your return may be higher or lower than the Daily Target, and this difference may be significant.

●Factors that contribute to returns that are worse than the Daily Target include smaller OURA gains or losses and higher OURA volatility, as well as longer holding periods when these factors apply.

●Factors that contribute to returns that are better than the Daily Target include larger OURA gains or losses and lower OURA volatility, as well as longer holding periods when these factors apply.

●The more extreme these factors are, and the more they occur together, the more your return will tend to deviate from the Daily Target.

Fees and Expenses of the Fund

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

\n Annual Fund Operating Expenses \n (expenses that you pay each year as a percentage \n of the value of your investment)	\n
\n Management Fees	\n 0.75%
\n Other Expenses1	\n 0.31%
\n Total Annual Fund Operating Expenses Before Fee \n Waivers and Expense Reimbursements	\n 1.06%
\n Fee Waiver/Reimbursement2	\n -0.11%
\n Total Annual Fund Operating Expenses After Fee \n Waivers and Expense Reimbursements	\n 0.95%

“Other Expenses” are estimated.

ProShare Advisors LLC (“ProShare Advisors”) has agreed to waive fees and to reimburse expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimburse

ments, as a percentage of average daily net assets, exceed 0.95% through September 30, 2027. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five years subject to certain limitations. This agreement may not be terminated before that date without the approval of the Fund’s Board.

Example: This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds.

The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem or hold all of your shares at the end of each period. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same, except that the fee waiver/expense reimbursement is assumed only to pertain to the first year. Although your actual costs may be higher or lower, based on these assumptions your approximate costs would be:

\n\n\n\n\n\n

\n 1 Year	\n 3 Years
\n $97	\n $326

The Fund pays transaction and financing costs associated with the purchase and sale of securities and derivatives. These costs are not reflected in the table or the example above but are expected to be significant and to have a significant negative impact on the performance of the Fund.

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when the Fund’s shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the example above, affect the Fund’s performance. Because the Fund is newly organized, portfolio turnover information is not yet available.

Principal Investment Strategies

The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Daily Target.Oura Inc. (“Oura”) develops and sells the Oura Ring, a wearable smart ring that tracks health and wellness metrics, and offers paid memberships providing additional features and functionality through its companion application. Oura sells its products directly to consumers and through its wholesale channel, which includes retail and enterprise partners.

This prospectus relates only to the Fund shares offered hereby and is not a prospectus for the common stock or other securities of OURA. The Fund, ProShares Trust and ProShare Advisor are not affiliated with OURA.

OURA is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Oura Inc. is subject to the informational requirements of the Exchange Act and files reports and other information with the Securities and

\n $\"$ UltraShort OURA :: 5

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Exchange Commission. Information provided to or filed with the Securities and Exchange Commission by OURA, pursuant to the Exchange Act, can be located by reference to the Securities and Exchange Commission file number 333-298734 through the Securities and Exchange Commission’s website at www.sec.gov. This information includes reports, proxy and information statements and other information regarding OURA and Oura Inc. In addition, information regarding Oura Inc. may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.

The Fund has derived all disclosures contained in this prospectus regarding Oura Inc. from the publicly available documents described above. Neither the Fund, the Trust, the Adviser nor any affiliate has participated in the preparation of such documents. Neither the Fund, the Trust, the Adviser nor any affiliate makes any representation that such publicly available documents or any other publicly available information regarding Oura Inc. is accurate or complete. OURA has not yet commenced its IPO. Consequently, public information about the company’s operating history is limited. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date of the prospectus (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of OURA have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of, or failure to disclose, material future events concerning Oura Inc. could affect the value of the Fund’s investments with respect to OURA and therefore the value of the Fund.

Under normal circumstances, the Fund will invest at least 80% of the Fund’s assets in, or provide exposure to, financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Daily Target.

The Fund will invest principally in the financial instruments listed below.

●Derivatives — Financial instruments whose value is derived from the value of an underlying asset or rate, such as stocks, bonds, exchange-traded funds, interest rates or indexes. The Fund invests in derivatives (e.g. swap agreements) in order to gain inverse leveraged exposure to OURA. These derivatives principally include:

○Swap Agreements — Contracts entered into primarily with major global financial institutions for a specified period ranging from a day to more than one year. In a standard “swap” transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount,” e.g., the return on or change in value of a particular dollar amount invested in OURA.

●Money Market Instruments — The Fund expects that any cash balances maintained in connection with its use of deriva

tives will typically be held in high quality, short-term money market instruments, for example:

○U.S. Treasury Bills — U.S. government securities that have initial maturities of one year or less, and are supported by the full faith and credit of the U.S. government.

○Repurchase Agreements — Contracts in which a seller of securities, usually U.S. government securities or other money market instruments, agrees to buy the securities back at a specified time and price.

○Money Market ETF — An exchange-traded money market fund managed by ProShare Advisors that holds U.S. Treasury bills, notes, or bonds.

ProShare Advisors uses a mathematical approach to investing in which it determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce daily returns consistent with the Daily Target. For these purposes a day is measured from the time of one net asset value (“NAV”) calculation to the next.

The Fund generally seeks to remain fully invested at all times in financial instruments that, in combination, provide inverse leveraged exposure consistent with the investment objective, without regard to market conditions, trends or direction.

The Fund seeks to rebalance its portfolio each day so that its exposure to OURA is consistent with the Daily Target. OURA’s movements during the day will affect whether the Fund’s portfolio needs to be rebalanced. For example, if OURA has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Unit redemptions). As a result, the Fund’s exposure will need to be decreased. Conversely, if OURA has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Units issued). As a result, the Fund’s exposure will need to be decreased.

Please see “Investment Objectives, Principal Investment Strategies and Related Risks” in the Fund’s Prospectus for additional details.

Principal Risks

You could lose money by investing in the Fund.

●OURA Investing Risk – The Fund’s performance depends on the performance of OURA. Investments in OURA and consequently investments in the Fund involve a high degree of risk. The price of OURA can be affected by a number of factors. For example, Oura operates in a rapidly changing and highly competitive industry. Returns depend in part on Oura’s ability to develop and commercialize new and improved products, attract and retain members, and generate sales of Oura Ring and subscriptions to Oura Membership, which account for substantially all of its revenue. Oura’s recent rapid growth and limited operating history may not be indicative of future results, and it may be unable to maintain profitability. Oura’s performance may be affected by changes in consumer preferences and discretionary spending, demand forecasting, pricing pressure,

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rising product and component costs, seasonality, inventory management, brand reputation, marketing effectiveness, and international expansion. Oura relies on a limited number of contract manufacturers, suppliers, retail partners, and enterprise customers, and manufacturing constraints, trade tensions, tariffs, shipping disruptions, or changes in key business relationships could adversely affect its operations. Product defects, safety issues, inaccurate health metrics or insights, risks associated with the use of artificial intelligence and machine learning technologies, or inadequate customer support could result in recalls, litigation, regulatory scrutiny, or reputational harm. Oura relies on complex information technology systems and third-party service providers, including data centers, and uses open-source software. Cybersecurity incidents, data breaches, service interruptions, or infrastructure limitations could compromise sensitive health and biometric data or disrupt operations. Oura relies on information technology systems and third-party service providers, including data centers, and uses open-source software in certain products and services. Cybersecurity incidents, data breaches, service interruptions, or infrastructure limitations could compromise sensitive health and biometric data or disrupt operations. Oura is subject to evolving laws and regulations relating to privacy, data protection, cybersecurity, consumer protection, health claims, and medical devices, including the risk that products marketed as general wellness products become subject to additional regulatory requirements. Oura may also face intellectual property disputes, difficulty protecting its intellectual property rights, adverse tax developments, unsuccessful acquisitions or strategic alliances, inaccurate operating metrics, or limited access to capital. Oura’s business also depends on its ability to attract and retain key personnel. Fluctuations in quarterly financial results or substantial sales of shares by existing stockholders could adversely affect its stock price. Oura has no or limited trading history, it is uncertain how they will trade in response to company-specific events, changes in macroeconomic conditions, or periods of abnormal volatility. As a result, Oura may experience significant and unexpected price fluctuations. Any of these factors may materially and adversely impact the price of OURA, increase the volatility of an investment in OURA and have a negative impact on the performance of the Fund.

●IPO Risk – Oura Inc. has not yet commenced its IPO. The market value of shares issued in an IPO may fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the limited number of shares available for trading and limited information about a company’s business model, quality of management, earnings growth potential, and other criteria used to evaluate its investment prospects. Shares offered in an IPO may trade at prices that are below the initial public offering price. Accordingly, investments in shares of a company that recently commenced an IPO can involve greater risks than investments in shares of companies that have traded pub

licly on an exchange for extended periods of time. Investments in shares of a company that recently commenced an IPO may also involve high transaction costs and are subject to market risk and liquidity risk. Immediately following its IPO, OURA may experience abnormal returns and volatility. Such returns should not be expected to persist. The price of OURA could continue to be volatile and could decline in value significantly in the future. Although there can be no guarantee that the Fund will achieve its investment objective on any particular day, there is heightened risk that the Fund will not operate as intended immediately following the IPO and for a period of time thereafter.

●Short or Inverse Investing Risk — You will lose money when OURA rises – a result that is the opposite from a traditional fund. Obtaining inverse or “short” exposure may be considered an aggressive investment technique. The costs of obtaining this short exposure will lower your returns.

●Leverage Risk — The Fund uses leverage and will lose more money when the value of OURA rises than a similar fund that does not use leverage because leverage will magnify the performance of OURA. The use of such leverage increases the risk of a total loss of your investment. If OURA approaches a 50% gain at any point in the day, you could lose your entire investment. Such losses are more likely in OURA than in other more diversified investments. As a result, an investment in the Fund may not be suitable for all investors. The use of leverage increases the volatility of your returns. The cost of obtaining this leverage may be significant, will lower your returns, and may cause the Fund to lose money even if the value of OURA falls.

●Holding Period Risk — The performance of the Fund for periods longer than a single day will likely differ from the Daily Target. This difference may be significant. If you are considering holding fund shares for longer than a day, it’s important that you understand the impact of OURA’s returns and OURA’s volatility (how much the value of OURA moves up and down from day-to-day) on your holding period return. OURA’s volatility has a negative impact on Fund returns. During periods of higher volatility, OURA’s volatility may affect the Fund’s returns as much as or more than the return of OURA.

OURA has not yet commenced its IPO. As a result, there is a limited trading history for OURA and limited information is available regarding the impact of longer holding periods on returns. It’s important that you understand that OURA has a limited trading history when considering whether to purchase shares or hold shares over time. Immediately following its IPO, OURA may experience abnormal returns and volatility. Such returns should not be expected to persist.

The following table illustrates the impact of OURA’s volatility and OURA’s return on Fund returns for a hypothetical one-year period. However, these effects will impact your return for any holding period other than a day. The longer

\n $\"$ UltraShort OURA :: 7

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you hold shares of the Fund, the more magnified these effects will be. As a result, you should consider monitoring your investments in the Fund in light of your individual investment goals and risk tolerance.

In the table areas shaded darker represent those scenarios where the Fund can be expected to return less than the Daily Target. As the table shows, your return will tend to be worse than the Daily Target when there are smaller OURA price gains or losses and higher volatility in price of OURA. Your return will tend to be better than the Daily Target when there are larger OURA price gains or losses and lower volatility in the price of OURA. You may lose money when the return on OURA is flat (i.e., close to zero) and you may lose money when the price of OURA falls.

The table uses hypothetical annualized volatility in the price of OURA and return on OURA (derived from the first year of trading history of large-, mid-, and small-cap companies that completed an IPO between September 30, 2021 and September 30, 2026) to illustrate the impact of these two factors on Fund performance over a one-year period. It does not represent actual Fund returns, and was not derived from actual OURA returns (given its limited trading history). Each row corresponds to the level of a hypothetical return on OURA for a one-year period. Each column corresponds to a level of hypothetical annualized volatility of OURA. For example, the Fund may mistakenly be expected to achieve a -40% return if the annual returns on OURA were 20%. However, as the table shows, with a one-year return on OURA of 20% and an annualized volatility in the price of OURA of 50%%, the Fund could be expected to return -67.20%. Actual returns and volatility for OURA over a one-year period could be substantially higher or lower than the figures presented in the table and could result in different Fund returns that those presented in the table.

The range of hypothetical annualized OURA volatility used in the table is especially high, reflecting the fact that the price of companies in the year following an IPO is historically highly volatile. Newly offered companies are often subject to extreme price volatility and speculative trading during and for a period of time after the IPO. Trading prices of OURA may experience significant volatility. Such volatility may persist. In light of this, you should carefully consider the significant negative impact of volatility on Fund returns and the potential for significant losses on your investment in the Fund, when considering whether to hold shares of the Fund for longer periods.

\n Estimated Fund Returns	\n
\n OURA Performance	\n One Year Volatility Rate	\n
\n One \n Year \n OURA	\n Two times \n the inverse \n (-2x) of the \n One Year \n OURA	\n 10%	\n 25%	\n 50%	\n 75%	\n 100%
\n -60%	\n 120%	\n 506.5%	\n 418.1%	\n 195.2%	\n 15.6%	\n -68.9%
\n -50%	\n 100%	\n 288.2%	\n 231.6%	\n 88.9%	\n -26.0%	\n -80.1%
\n -40%	\n 80%	\n 169.6%	\n 130.3%	\n 31.2%	\n -48.6%	\n -86.2%
\n -30%	\n 60%	\n 98.1%	\n 69.2%	\n -3.6%	\n -62.2%	\n -89.8%
\n -20%	\n 40%	\n 51.6%	\n 29.5%	\n -26.2%	\n -71.1%	\n -92.2%
\n -10%	\n 20%	\n 19.8%	\n 2.3%	\n -41.7%	\n -77.2%	\n -93.9%
\n 0%	\n 0%	\n -3.0%	\n -17.1%	\n -52.8%	\n -81.5%	\n -95.0%
\n 10%	\n -20%	\n -19.8%	\n -31.5%	\n -61.0%	\n -84.7%	\n -95.9%
\n 20%	\n -40%	\n -32.6%	\n -42.4%	\n -67.2%	\n -87.2%	\n -96.5%
\n 30%	\n -60%	\n -42.6%	\n -50.9%	\n -72.0%	\n -89.1%	\n -97.1%
\n 40%	\n -80%	\n -50.5%	\n -57.7%	\n -75.9%	\n -90.6%	\n -97.5%
\n 50%	\n -100%	\n -56.9%	\n -63.2%	\n -79.0%	\n -91.8%	\n -97.8%
\n 60%	\n -120%	\n -62.1%	\n -67.6%	\n -81.5%	\n -92.8%	\n -98.1%

Assumes: (a) no dividends paid with respect to OURA; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. The borrowing/lending rates to obtain inverse leveraged exposure are expected to be significant. If these were included the Fund’s performance would be different from, and in some instances significantly lower than, that shown.

The average first-year annualized volatility rate for large-, mid-, and small-cap companies that completed an IPO between September 30, 2021 and September 30, 2026 was 80.40%. The highest first-year volatility rate among these companies was 348.74%. The average first-year total return performance for these companies was 8.31%. The lowest first-year total return performance for these companies was –99.97%. For more information and additional charts illustrating the effects of volatility and returns at higher rates of volatility, see “Special Considerations for a -2x Daily Objective Fund” in the Fund’s Statement of Additional Information. The historical volatility and performance of large-, mid-, and small-cap companies in the first year following an IPO do not predict the future volatility and performance of OURA. Actual returns and volatility for OURA in the first year following its IPO could be substantially higher or lower. For more information, including additional graphs and charts demonstrating the effects of volatility and return on the long-term performance of the

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Fund, see “Understanding the Risks and Long-Term Performance of a -2x Daily Objective Fund” in the Fund’s Prospectus.

●Correlation Risk — A number of factors may affect the Fund’s ability to achieve a high degree of inverse leveraged correlation with the price of OURA. Fees, expenses, transaction costs, financing costs associated with the use of derivatives, among other factors, will adversely impact the Fund’s ability to meet its Daily Target. In particular, the high financing costs associated with the Fund’s inverse leveraged exposure to OURA is expected to have a significant negative impact on the Fund’s performance. In addition, if for any reason the Fund is unable to rebalance all or a portion of its investments, the Fund may have exposure to OURA that is significantly greater or less than the Daily Target. Any of these factors may prevent the Fund from achieving exposure consistent with the Daily Target.

●Derivatives Risk — Investing in derivatives may be considered aggressive and may expose the Fund to greater risks including counterparty risk and correlation risk. The Fund may lose money if its derivatives do not perform as expected and may even lose money if they do perform as expected. Any costs associated with using derivatives will reduce the Fund’s return. These costs are expected to be significant.

If the Fund’s ability to obtain exposure to OURA consistent with its investment objective is disrupted for any reason, including for example, limited liquidity in the secondary market, a disruption in the secondary market, or as a result of margin requirements or capacity limits imposed by the Fund’s counterparties, the Fund may not be able to achieve its investment objective and may experience significant losses. In such circumstances, the Advisor intends to take such action as it believes appropriate and in the best interest of the Fund. Any disruption in the Fund’s ability to obtain inverse leveraged exposure to OURA will cause the Fund’s performance to deviate from its investment objective. There is a heightened risk that the Fund will be unable to obtain exposure to OURA consistent with its investment objective immediately following the OURA IPO and for a period of time thereafter. Disruptions in the Fund’s ability to obtain inverse leveraged exposure during this period will cause the Fund’s performance to deviate from its investment objective.

○Swap Risk — Like all derivatives, the use of swaps may expose the Fund to greater counterparty risk and correlation risk. The terms of a swap agreement between the Fund and a counterparty may permit the counterparty to immediately close out the transaction with the Fund, including intraday (for example, if OURA has a dramatic intraday move that causes a material decline in the Fund’s net assets). Such terminations may be more likely when the underlying asset is highly concentrated like

OURA. If an agreement is terminated, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve its investment objective. The Fund may be unable to find counterparties willing to enter into swap agreements during periods of volatility in the price of OURA or other market conditions that may exist immediately following the OURA IPO and for a period of time thereafter. When the Fund invests in swaps that use OURA as the reference asset, the Fund will be subject to the risks of OURA.

●Counterparty Risk — The Fund may lose money if a counterparty does not meet its contractual obligations. Such losses may be significant. Counterparty defaults or bankruptcies may result in significant delays in payments and increased costs. Counterparty risk may increase during periods of financial market stress or when market liquidity is reduced. With respect to swap agreements, the terms of the agreement between the Fund and its counterparty may permit the counterparty to immediately close out the transaction with the Fund, including intraday (for example, if OURA has a dramatic intraday move that causes a material decline in the Fund’s net assets). Such terminations may be more likely when the underlying asset is highly volatile and concentrated like OURA. If an agreement is terminated, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve its investment objective.

●Liquidity Risk — The market for OURA is still developing and may be subject to periods of illiquidity. During such times it may be difficult or impossible to buy or sell a position at the desired price. Market disruptions or volatility can also make it difficult to find a counterparty willing to transact at a reasonable price and sufficient size. Illiquid markets may cause losses, which could be significant. The large size of the positions which the Fund may acquire increases the risk of illiquidity, may make its positions more difficult to liquidate, and may increase the losses incurred while trying to do so. Such large positions also may impact the price of OURA. During such periods of illiquidity, the Fund’s shares could trade at a premium or discount to their net asset value and/or the bid-ask spread of the Fund’s shares could widen. Under such circumstances, the Fund may be unable to rebalance its exposure properly which may result in significantly more or less exposure and losses to the Fund. In such an instance, the Fund may increase its transaction fee, change its investment objective, reduce its exposure or close.

●Equity and Market Risk — Equity markets are volatile, and the value of equity securities and other instruments correlated with equity markets may fluctuate dramatically from day to day. Equity markets are subject to corporate, political, regulatory, market, social, geopolitical and economic developments, including changes in interest and currency rates,

\n $\"$ UltraShort OURA :: 9

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inflation (or expectations for inflation), deflation (or expectations for deflation), global demand for particular products or resources, market instability, debt crises, embargoes, tariffs, sanctions and other trade barriers, regulatory or governmental trade or market control programs, recessions, supply chain disruptions, labor disturbances, environmental or man-made disasters, war, terrorism, public health emergencies (such as the spread of infectious diseases, pandemics and epidemics), social unrest and other unforeseeable events.

●Money Market Instruments Risk — Adverse economic, political or market events affecting issuers of money market instruments, defaults by counterparties or changes in government regulations may have a negative impact on the performance of the Fund. The Fund’s investments in money market instruments through an affiliated ETF are subject to the additional risk that the ETF’s share price may fluctuate, including deviating from its net asset value during illiquid markets or during periods of high redemption activity.

●Industry Concentration Risk — The Fund’s investment exposure is concentrated in the industry in which OURA operates. As a result, the Fund may be subject to greater market fluctuations than a fund that is more broadly invested across issuers and industries. As of the date of this prospectus, OURA is expected to be included in the consumer discretionary industry group.

○Consumer Discretionary Industry Risk — Companies in this industry may experience: impact of changing economic conditions, interest rates, competition and consumer confidence; heavy dependence on disposable household income and consumer spending; severe competition; and changes in demographics and consumer tastes.

●Non-Diversification Risk — The Fund has the ability to invest its assets in the securities of a single issuer, (e.g., OURA) and in financial instruments with a single counterparty or a few counterparties. A decline in the price of OURA should be expected to result in a significant decline in the price of the Fund. This may increase the Fund’s volatility and increase the risk that the Fund’s performance will decline based on a single corporate, political, regulatory, market and economic event as compared to a more diversified portfolio of investments. In addition, the Fund’s exposure to a single counterparty or a few counterparties may increase the risk that the Fund’s performance will decline based on the credit of a single counterparty and that a material decline in the assets of the Fund will result in the termination of any swap agreements.

●Intraday Price Performance Risk — The intraday performance of Fund shares traded in the secondary market generally will be different from the performance of the Fund when measured from one NAV calculation-time to the next. When shares are bought intraday, the performance of the Fund’s

shares relative to OURA until the Fund’s next NAV calculation time will generally be higher or lower than the Daily Target.

●Market Price Variance Risk — Investors buy and sell Fund shares in the secondary market at market prices. Market prices may be different from the NAV per share of the Fund (i.e., the secondary market price may trade at a price greater than NAV (a premium) or less than NAV (a discount)). The market price of the Fund’s shares will fluctuate in response to changes in the value of the Fund’s holdings, supply and demand for shares and other market factors. There may be times when the market price and the NAV of the Fund’s shares vary significantly, such as during periods of volatility in the price of OURA. Further, disruptions in the Fund’s creation and redemption process, including during periods of significant volatility in the price of OURA, may result in market prices of the Fund that differ significantly from NAV. In times of severe market disruption or during after-hours trading, the bid-ask spread often increases significantly. Shares may trade at a discount to the value of the Fund’s holdings, and the discount is likely to be greatest when the price of shares is falling fastest, which may be the time that you most want to sell your shares. These risks may be heightened immediately following the OURA IPO and for a period of time thereafter.

●Early Close/Late Close/Trading Halt Risk — An exchange or market may close early, close late or issue trading halts on OURA shares. A halt in trading of OURA is expected to result in a halt in the trading of the Fund’s shares. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.

●Tax Risk — In order to qualify for the special tax treatment accorded a regulated investment company (“RIC”) and its shareholders, the Fund must derive at least 90% of its gross income for each taxable year from “qualifying income,” meet certain asset diversification tests at the end of each taxable quarter, and meet annual distribution requirements. The Fund’s pursuit of its investment strategies will potentially be limited by the Fund’s intention to qualify for such treatment and could adversely affect the Fund’s ability to so qualify. The Fund may make certain investments, the treatment of which for these purposes is unclear. If, in any year, the Fund were to fail to qualify for the special tax treatment accorded a RIC and its shareholders, and were ineligible to or were not to cure such failure, the Fund would be taxed in the same manner as an ordinary corporation subject to U.S. federal income tax on all its income at the fund level. The resulting taxes could substantially reduce the Fund’s net assets and the amount of income available for distribution. In addition, in order to requalify for taxation as a RIC, the Fund could be required to recognize unrealized gains, pay substantial taxes and

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interest, and make certain distributions. Please see the section entitled “Taxation” in the Statement of Additional Information for more information.

Please see “Investment Objectives, Principal Investment Strategies and Related Risks” in the Fund’s Prospectus for additional details.

Investment Results

Management

The Fund is advised by ProShare Advisors. Alexander Ilyasov, Senior Portfolio Manager, and Eric Silverthorne, Portfolio Manager, have jointly and primarily managed the Fund since inception.

Purchase and Sale of Fund Shares

The Fund will issue and redeem shares only to Authorized Participants (typically broker-dealers) in exchange for the deposit

Tax Information

PROSHARES.COM

Investment Objectives, Principal Investment Strategies and Related Risks

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This section contains additional details about the Fund’s investment objective, principal investment strategies and related risks.

Investment Objectives

The Fund is a “Geared Fund” in the sense that it is designed to seek daily investment results, before fees and expenses, that correspond to the daily performance of an underlying security like OURA (“Underlying Security”) such as a inverse multiple (i.e., -2x) of the daily performance of the Underlying Security (the “Daily Target”) for a single day, not for any other period. The Fund does not seek to achieve its stated investment objectives over a period of time greater than a single day. A “single day” is measured from the time a Fund calculates its net asset value (“NAV”) to the time of the Fund’s next NAV calculation.

●Your return may be higher or lower than the Daily Target, and this difference may be significant.

●The more extreme these factors are, and the more they occur together, the more your return will tend to deviate from the Daily Target.

For periods longer than a day, you will lose money if the Underlying Security’s performance is flat. It is possible that you will lose money invested in a Fund even if the value of the Underlying Security falls during that period. Returns may move in the opposite direction of the Underlying Security during periods of higher volatility, low returns, or both. In addition, during periods of higher volatility, the volatility of the Underlying Security may affect your return as much or more than the return of the Underlying Security.

Principal Investment Strategies

In seeking to achieve the Fund’s investment objective, ProShare Advisors follows a passive approach to investing that is designed to correspond to the inverse (i.e., -2x) of the

The Fund employs various investment techniques designed to achieve its investment objective. These techniques are intended to enhance liquidity, maintain a tax-efficient portfolio and reduce transaction costs to maintain a high correlation with, and similar aggregate characteristics to a multiple of the Underlying Security.

ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors’ view of the investment merit of a particular security, instrument, or company, other than for cash management purposes, nor does it conduct conventional investment research or analysis (other than in determining counterparty creditworthiness), or forecast market movement or trends, in managing the assets of the Fund. The Fund generally seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to its Underlying Security consistent with its investment objective, without regard to market conditions, trends, direction, or the financial condition of a particular issuer.

The Fund does not generally take temporary defensive positions. The Fund may or may not enter into swap agreements that include provisions designed to prevent the Fund from losing more than 90% of its net asset value during a single trading day (as measured as 4:00 p.m. EST on one business day to 4:00 p.m. EST on the next business day the Exchange is open for business) if the value of the Underlying Security moves more than 45% up during that period. In order to obtain such provisions at a reasonable rate, these swap agreements may or may not also include a provision that caps the Fund’s performance for the same period to 90% if the value of the Underlying Security moves more than 45% down during that period. There can be no assurance that such provisions will be available or that the Fund will not lose more than 90% of its net assets in a single trading day as measured above.

On a daily basis, the Fund will seek to position its portfolio so that such Fund’s investment exposure is consistent with its investment objective. In general, changes to the level of the Fund’s Underlying Security each day will determine whether such Fund’s portfolio needs to be repositioned. For example, if the Underlying Security has risen on a given day, net assets of the Fund should fall. As a result, the Fund’s exposure will need to be decreased. Conversely, if the Underlying Security has fallen on a given day, net assets of the Fund should rise. As a result, the Fund’s exposure will need to be increased.

The time and manner in which the Fund rebalances its portfolio may vary from day to day at the sole discretion of ProShare Advisors depending upon market conditions and other circumstances. If for any reason the Fund is unable to rebalance

INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS :: 13

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all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund’s investment exposure may not be consistent with the Fund’s investment objective. In these instances, the Fund may have investment exposure to its Underlying Security that is significantly greater or less than its stated multiple. As a result, the Fund may be more or less exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective.

Additional OURA-Related Investments

If, for any reason, the Fund is unable to obtain the desired exposure to OURA including approaching counterparty capacity limits or because of liquidity or other constraints, ProShare Advisors intends to take such action as it believes appropriate and in the best interest of the Fund. This may include reducing the Fund’s leveraged exposure to OURA by holding a larger portion of the Fund’s assets in OURA shares or money market instruments. In that event, the Fund will not meet its investment objective. This may also include, among other things, investing in “OURA-related investments” or investing in other U.S. investment companies that provide investment exposure to OURA or OURA-related investments. For these purposes, OURA-related investments are investments listed on a U.S. stock or commodity exchange that ProShare Advisors believes provide returns that generally correspond, or are closely related, to the performance of OURA.

Additional Information Regarding Principal Risks

Like all investments, investing in the Fund entails risks. The factors most likely to have a significant impact on the Fund’s portfolio are called “principal risks.” The principal risks for the Fund are described in the Fund’s Summary Prospectus and additional information regarding certain of these risks, as well as information related to other potential risks to which the Fund may be subjected, is provided below and under the section titled “Other Risks.” The principal risks are intended to provide information about the factors likely to have a significant adverse impact on the Fund’s returns and consequently the value of an investment in the Fund. The risks are presented in an order intended to facilitate readability and their order does not imply that the realization of one risk is more likely to occur than another risk or likely to have a greater adverse impact than another risk. The Statement of Additional Information (“SAI”) contains additional information about the Fund, investment strategies and related risks. The Fund may be subject to other risks in addition to those identified as principal risks.

●Risks Associated with the Use of Derivatives — The Fund may obtain exposure through derivatives (including investing in: swap agreements; futures contracts; options on futures contracts, securities, and indexes; forward contracts; and similar instruments). Investing in derivatives may be considered aggressive and may expose the Fund to risks different from, or possibly greater than, the risks associated with investing directly in the reference asset(s) underlying the

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or there are delays in accessing the collateral, the Fund will be exposed to the risks described above, including possible delays in recovering amounts as a result of bankruptcy proceedings.

In addition, the Fund may enter into agreements with a limited number of counterparties, which may increase the Fund’s exposure to counterparty credit risk. The Fund does

●Correlation Risk — A number of factors may affect the Fund’s ability to achieve a high degree of correlation with OURA, and there is no guarantee that the Fund will achieve a high

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is de minimis, and certain corrective action is taken and certain tax payments are made by the Fund.

Other Risks

Additionally, wars, military conflicts, sanctions, acts of terrorism, sustained elevated inflation, supply chain issues, the institution of tariffs or other trade barriers, or other

18 :: INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED RISKS

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●Operational Risk — The Fund, its service providers, Authorized Participants, and the relevant listing exchange are subject

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Additional Securities, Instruments and Strategies

Additional Information Regarding the Underlying Security

Information provided to, or filed with, the SEC, pursuant to the Exchange Act can be located by reference to the SEC file number noted in the table below through the SEC’s website at www.sec.gov:

\n\n\n\n\n\n

\n Underlying Security	\n SEC File Number
\n Oura Inc. (NASDAQ: OURA)	\n 333-298734

PROSHARES.COM

Understanding the Risks and Long-Term Performance of a -2x Daily Objective Fund

UNDERSTANDING THE RISKS AND LONG-TERM PERFORMANCE OF A -2x DAILY OBJECTIVE FUND :: 21

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Understanding the Risks and Long-Term Performance of a -2x Daily Objective Fund

This section contains additional information to help you understand the risks and long-term performance of a -2x Daily Objective Fund. You should understand the consequences of holding daily rebalanced funds for periods longer than a single day, including the impact of compounding on Fund performance. You should consider actively monitoring and/or periodically rebalancing your portfolio in light of your investment goals and risk tolerance.

The -2x Fund is designed to seek daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily performance of an underlying asset ( “OURA”). The -2x Fund does not seek to achieve two times the inverse (-2x) of the daily performance of OURA (its “Daily Target”) for any period other than a day. The Fund, however, is unlikely to provide a simple multiple (i.e., -2x) of OURA’s performance over periods longer than a single day.

●Why? The hypothetical example below illustrates how daily Fund returns can behave for periods longer than a single day. Take a Hypothetical Fund that seeks two times the inverse the daily performance of a Hypothetical Benchmark

○On each day, the Hypothetical Fund performs in line with its Daily Target.

○Notice that over the entire five-day period, the Hypothetical Fund’s total return is considerably less than two times the inverse of that of the period return of its Benchmark

○For the five-day period, the Hypothetical Benchmark gained 5.1% while the Hypothetical Fund lost 10.9% (versus -2x 5.1% or -10.2%).

○In other scenarios, the return of a daily rebalanced fund could be greater than the Daily Target.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n

\n	\n Hypothetical Benchmark	\n Hypothetical Fund
\n	\n Level	\n Daily \n Performance	\n Daily \n Performance	\n Net Asset \n Value
\n Start	\n 100.0	\n —	\n —	\n $100.00
\n Day 1	\n 103.0	\n 3.0%	\n -6.0%	\n $94.00
\n Day 2	\n 99.9	\n -3.0%	\n 6.0%	\n $99.64
\n Day 3	\n 103.9	\n 4.0%	\n -8.0%	\n $91.67
\n Day 4	\n 101.3	\n -2.5%	\n 5.0%	\n $96.25
\n Day 5	\n 105.1	\n 3.7%	\n -7.4%	\n $89.13
\n Total \n Return	\n 5.1%	\n -10.9%

●Why does this happen? This effect is caused by compounding, which exists in all investments, but has a more significant

impact of a -2x Fund. The return of the Fund for a period longer than a single day is the result of its return for each day compounded over the period and will usually differ in amount, and possibly even direction, from two times the inverse of the return of OURA for the same period. In general, during periods of higher volatility, compounding will cause longer term results to be less than the Daily Target. This effect becomes more pronounced as volatility increases. Conversely, in periods of lower volatility, fund returns over longer periods can be higher than the Daily Target. Volatility is a statistical measure of the magnitude of fluctuations in the returns of OURA. Actual results for a particular period, before fees and expenses, are also dependent on the following factors: a) the volatility of OURA; b) the performance of OURA; c) period of time; d) financing rates associated with derivatives; e) other Fund expenses; and f) dividends paid by OURA.

○The graphs demonstrate that, for periods longer than a single day, a -2x fund is likely to underperform or overperform (but not match) the Daily Target.

○A one-year period is used for illustrative purposes only. Deviations from two times the inverse (-2x) of the performance of OURA can occur over periods as short as a single day (as measured from one day’s NAV to the next day’s NAV) and may also occur in periods shorter than a single day (when measured intraday as opposed to NAV to NAV). An investor in a -2x Fund could potentially lose the full value of their investment within a single day.

○To isolate the impact of inverse leveraged exposure, the graphs assume (a) no dividends paid with respect to OURA; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. The borrowing/lending rates to obtain inverse leveraged exposure are expected to be significant. If these were included the Fund’s performance would be different from, and in some instances significantly lower than, that shown.

22 :: UNDERSTANDING THE RISKS AND LONG-TERM PERFORMANCE OF A -2x DAILY OBJECTIVE FUND

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first year following an IPO do not predict the future volatility of OURA. The volatility of OURA may be substantially in excess of 80%. OURA has not yet commenced its IPO.

One-Year Simulation; Underlying Security Return 0%\n
(Annualized Underlying Security Volatility 80%)

\n $\"$

The graph above shows a scenario where:

● OURA, which exhibits day-to-day volatility, is flat over the year.

●the -2x Fund is down.

One-Year Simulation; Underlying Security Return 8%\n
(Annualized Underlying Security Volatility 80%)

\n $\"$

The graph above shows a scenario where:

● OURA, which exhibits day-to-day volatility, is up over the year.

●the -2x Fund is down more than the Daily Target.

One-Year Simulation; Underlying Security Return -8%\n
(Annualized Underlying Security Volatility 80%)

\n $\"$

The graph above shows a scenario where:

● OURA, which exhibits day-to-day volatility, is down over the year.

●the -2x Fund is down.

For additional details about fund performance over periods longer than a single day in the -2x Fund, please see the SAI.

●What does this mean to you? The -2x Fund, if used properly and in conjunction with the investor’s view on the future direction and volatility of the markets, can be a useful tool for investors who want to manage their exposure to various markets and market segments.

○You should understand the consequences of seeking daily investment results, before fees and expenses, that correspond to the performance of a daily benchmark such as two times the inverse (-2x) of the daily performance of OURA for a single day, not for any other period.

○The return of the Fund for a period longer than a single day is the result of its return for each day compounded over the period and usually will differ in amount, and possibly even direction, from two times the inverse (-2x) of the daily performance of OURA for the same period.

UNDERSTANDING THE RISKS AND LONG-TERM PERFORMANCE OF A -2x DAILY OBJECTIVE FUND :: 23

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○You should consider actively monitoring and/or periodically rebalancing your portfolio (which will possibly trig

ger transaction costs and tax consequences) in light of your investment goals and risk tolerance.

○You could potentially lose the full value of your investment within a single day.

PROSHARES.COM

Management of ProShares Trust

MANAGEMENT OF PROSHARES TRUST :: 25

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Board of Trustees and Officers

The Board is responsible for the general supervision of the Fund. The officers of the Trust are responsible for the day-to-day operations of the Fund.

Investment Advisor

limitation in place at the time of waiver or reimbursement. The recoupment period begins on the date such amount was initially waived and/or reimbursed.

Portfolio Management

Management Services Fees

PROSHARES.COM

Shareholder Information

SHAREHOLDER INFORMATION :: 27

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Determination of NAV

lar, calculation of the NAV of the Fund may not take place contemporaneously with the determination of the prices of foreign securities used in NAV calculations.

Distributions

Distributions may be declared and paid more frequently to comply with the distribution requirements of the Internal Revenue Code or for other reasons.

Dividend Reinvestment Services

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Frequent Purchases and Redemptions of Shares

Taxes

The following is certain general information about taxation of the Fund:

●In order to qualify for the special tax treatment accorded a RIC and its shareholders, the Fund must derive at least 90% of its gross income for each taxable year from “quali

Taxable investors should be aware of the following basic tax points:

●Distributions are taxable to you for federal income tax purposes whether you receive them in cash or reinvest them in additional shares.

●Distributions from net realized capital gains may vary considerably from year to year as a result of the Fund’s normal investment activities and cash flows.

SHAREHOLDER INFORMATION :: 29

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redemption or exchange of Fund shares. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in the Fund.

●Dividend and capital gain distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.

In addition, taxable investors who purchase or redeem Creation Units should be aware of the following:

Premium/Discount Information

Additional Information

30 :: SHAREHOLDER INFORMATION

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individual shareholder, group of shareholders or other person except as may be otherwise provided by federal or state securities laws.

Escheatment

Distribution (12b-1) Plan

Precautionary Notes

SHAREHOLDER INFORMATION :: 31

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Portfolio Holdings Information

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Financial Highlights

This page intentionally left blank.

\n $\"$

Investment Company Act file number 811-21114

ProShares Trust\n
7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814\n
866.PRO.5125 866.776.5125\n
ProShares.com

You can find other information about ProShares Trust on the SEC’s website (www.sec.gov) or you can get copies of this information after payment of a duplicating fee via email to publicinfo@sec.gov.

\n $\"$

STATEMENT OF ADDITIONAL INFORMATION— October 14, 2026 \n\n

ProShares Trust \n\n 7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814 866.PRO.5125 866.776.5125

\n\n \n\n \n\n \n\n \n \n

\n\n

Ultra Oura

\n \n

\n\n

OURU

\n \n

\n\n

NYSE Arca

\n \n

This SAI is not a prospectus. It should be read in conjunction with the Prospectus\n of the series of ProShares Trust (the “Trust”) listed above dated October 14, 2026. A copy of the Prospectus is available, without charge, upon request to the address above, by telephone at the number above, or on the Trust’s website at proshares.com.

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

\n\n GENERAL INFORMATION ABOUT THE TRUST \n \n	\n\n 4 \n \n
\n\n INVESTMENT POLICIES, TECHNIQUES AND RELATED RISKS \n \n	\n\n 5 \n \n
\n\n SPECIAL CONSIDERATIONS FOR A 2x DAILY OBJECTIVE FUND \n \n	\n\n 31 \n \n
\n\n INVESTMENT RESTRICTIONS \n \n	\n\n 34 \n \n
\n\n MANAGEMENT OF THE TRUST \n \n	\n\n 35 \n \n
\n\n INVESTMENT ADVISOR \n \n	\n\n 40 \n \n
\n\n PORTFOLIO MANAGEMENT \n \n	\n\n 41 \n \n
\n\n OTHER SERVICE PROVIDERS \n \n	\n\n 44 \n \n
\n\n OTHER MATTERS \n \n	\n\n 47 \n \n
\n\n PORTFOLIO TRANSACTIONS AND BROKERAGE \n \n	\n\n 50 \n \n
\n\n DETERMINATION OF NET ASSET VALUE \n \n	\n\n 57 \n \n
\n\n TAXATION \n \n	\n\n 59 \n \n
\n\n OTHER INFORMATION \n \n	\n\n 74 \n \n
\n\n FINANCIAL STATEMENTS \n \n	\n\n 74 \n \n
\n\n APPENDIX A \n \n	\n\n A-1 \n \n
\n\n APPENDIX B \n \n	\n\n B-1 \n \n
\n\n APPENDIX C \n \n	\n\n C-1 \n \n

GLOSSARY OF TERMS

For ease of use, certain terms or names that are used in this SAI have been shortened\n or abbreviated. A list of many of these terms and their corresponding full names or definitions can\n be found below. An investor may find it helpful to review the terms and names before reading the SAI.

\n\n Term \n \n	\n\n Definition \n \n
\n\n 1933 Act \n \n	\n\n Securities Act of 1933, as amended \n \n
\n\n 1934 Act \n \n	\n\n Securities and Exchange Act of 1934, as amended \n \n
\n\n 1940 Act \n \n	\n\n Investment Company Act of 1940, as amended \n \n
\n\n Advisor or ProShare Advisors \n \n	\n\n ProShare Advisors LLC \n \n
\n\n Board of Trustees or Board \n \n	\n\n Board of Trustees of ProShares Trust \n \n
\n\n CCO \n \n	\n\n Chief Compliance Officer \n \n
\n\n CFTC \n \n	\n\n U.S. Commodity Futures Trading Commission \n \n
\n\n Code or Internal Revenue Code \n \n	\n\n Internal Revenue Code of 1986, as amended \n \n
\n\n CPO \n \n	\n\n Commodity Pool Operator \n \n
\n\n Distributor or SEI \n \n	\n\n SEI Investments Distribution Co. \n \n
\n\n ETF \n \n	\n\n Exchange traded fund \n \n
\n\n Exchange \n \n	\n\n NYSE Arca \n \n
\n\n Fund Complex \n \n	\n\n All operational registered investment companies that are \n\n advised by the Advisor or its affiliates \n \n
\n\n Independent Trustee(s) \n \n	\n\n Trustees who are not “Interested Persons” of ProShare \n\n Advisors or Trust as defined under Section 2(a)(19) of the \n\n 1940 Act \n \n
\n\n NAV \n \n	\n\n Net asset value \n \n
\n\n New Fund(s) \n \n	\n\n The Fund listed on the cover of this SAI \n \n
\n\n Rule 35d-1 Fund \n \n	\n\n The Fund listed on the cover of this SAI \n \n
\n\n SEC \n \n	\n\n U.S. Securities and Exchange Commission \n \n
\n\n Shares \n \n	\n\n The shares of the Fund \n \n
\n\n Trust \n \n	\n\n ProShares Trust \n \n
\n\n Trustee(s) \n \n	\n\n One or more of the trustees of the Trust \n \n
\n\n Underlying Security \n \n	\n\n OURA \n \n

GENERAL INFORMATION ABOUT THE TRUST

ProShares Trust (the “Trust”) is a Delaware statutory trust and is registered with the SEC as an open-end management investment company under the Investment Company Act of 1940 (the “1940 Act”). The Trust was organized on May 29, 2002 and consists of multiple series.

The Fund’s investment objective is non-fundamental, meaning it may be changed by the Board of Trustees (the “Board”) of the Trust, without the approval of Fund shareholders. The Fund based on an underlying security reserves the right to substitute a different underlying security\n for its current Underlying Security, without the approval of that Fund’s shareholders. Other funds may be added in the future.

The Fund is an exchange-traded fund (“ETF”) and the shares of the Fund (“Shares”) are listed on the Exchange set forth on the cover of this SAI. The Shares trade on the relevant\n Exchange at market prices that may differ to some degree from the Shares’ NAVs. The Fund issues and redeems Shares on a continuous basis at NAV in large, specified numbers of Shares called “Creation Units.” Creation Units of the Fund is issued and redeemed in-kind for securities and an amount of cash or entirely in cash,\n in each case at the discretion of ProShare Advisors LLC (“ProShare Advisors”). Except when aggregated in Creation Units, Shares cannot be purchased from and are not redeemable securities of the Fund. Retail\n investors, therefore, generally will not be able to purchase or redeem the Shares directly. Rather, most\n retail investors will purchase and sell Shares in the secondary market with the assistance of a broker.\n Reference is made to each Prospectus for a discussion of the investment objectives and policies of the Fund.\n The discussion below supplements, and should be read in conjunction with, each Prospectus.

Portfolio management is provided to the Fund by ProShare Advisors, a Maryland limited\n liability company with offices at 7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814.

The investment restrictions of the Fund specifically identified as fundamental policies\n may not be changed without the affirmative vote of at least a majority of the outstanding voting\n securities of that Fund, as defined in the 1940 Act. The investment objectives and all other investment policies\n of the Fund not specified as fundamental (including the underlying security of the Fund) may be changed by the\n Board without the approval of shareholders.

It is the policy of the Fund to pursue its investment objectives regardless of market\n conditions, to attempt to remain nearly fully invested and not to take defensive positions.

The investment techniques and strategies discussed below may be used by the Fund if,\n in the opinion of ProShare Advisors, the techniques or strategies may be advantageous to\n the Fund. The Fund may reduce or eliminate its use of any of these techniques or strategies without changing the Fund’s fundamental policies. There is no assurance that any of the techniques or strategies listed below,\n or any of the other methods of investment available to the Fund, will result in the achievement of the Fund’s objectives. Also, there can be no assurance that the Fund will grow to, or maintain, an economically\n viable size, and management may determine to liquidate the Fund at a time that may not be opportune\n for shareholders.

EXCHANGE LISTING AND TRADING

There can be no assurance that the requirements of an Exchange necessary to maintain\n the listing of Shares of the Fund will continue to be met. An Exchange may remove the Fund from listing\n under certain circumstances.

As in the case of all equities traded on an Exchange, the brokers’ commission on transactions in the Fund will be based on negotiated commission rates at customary levels for retail customers.

In order to provide current Share pricing information, an Exchange disseminates an\n updated Indicative Optimized Portfolio Value (“IOPV”) for the Fund. The Trust is not involved in or responsible for any aspect of the calculation or dissemination of the IOPVs and makes no warranty\n as to the accuracy of the IOPVs. IOPVs are expected to be disseminated on a per Fund basis every 15 seconds\n during regular trading hours of an Exchange.

INVESTMENT POLICIES, TECHNIQUES AND RELATED RISKS

GENERAL

The Fund may consider changing its Underlying Security or benchmark at any time, including\n if, for example: the current Underlying Security becomes unavailable; the Board believes that\n the current Underlying Security no longer serves the investment needs of a majority of shareholders or that\n another Underlying Security may better serve their needs; or the financial or economic environment makes\n it difficult for the Fund’s investment results to correspond sufficiently to its current Underlying Security.

There can be no assurance that the Fund will achieve its objective. ProShare Advisors\n primarily uses a passive or mathematical approach to determine the investments the Fund makes and\n techniques it employs. While ProShare Advisors attempts to minimize any “tracking error,” certain factors tend to cause the Fund’s investment results to vary from a perfect correlation to its Underlying Security, as applicable. See “Special Considerations” below for additional details.

For purposes of this SAI, the word “invest” refers to the Fund directly and indirectly investing in an Underlying Security, benchmark or other instruments. Similarly, when used in this SAI, the word “investment” refers to the Fund’s direct and indirect investments in an Underlying Security, benchmark and other instruments. For example, the Fund typically invests indirectly in an Underlying Security\n by using financial instruments with economic exposure similar to that Underlying Security.

Additional information concerning the Fund, its investment policies and techniques,\n and the securities and financial instruments in which it may invest is set forth below.

FUND NAME POLICY

A fund subject to Rule 35d-1 under the 1940 Act (the so-called “names rule”) commits to invest at least 80% of its assets (i.e., net assets plus borrowings for investment purposes),\n under normal circumstances, in the types of securities suggested by its name and/or investments with similar economic\n characteristics. Such exposure may be obtained through direct investments and/or through investments with\n similar economic characteristics. Derivatives instruments used by the Fund will be counted toward the Fund’s 80% policy to provide investment exposure to investments included within that policy or to one or more of the market risk factors associated with investments included in that policy. The Board has adopted a non-fundamental policy to provide investors with at least 60 days’ notice prior to changes in the Fund’s name policy.

DEBT INSTRUMENTS

Below is a description of various types of money market instruments and other debt\n instruments that the Fund may utilize for investment purposes or for liquidity purposes. Other types\n of money market instruments and debt instruments may become available that are similar to those described\n below and in which the Fund also may invest consistent with their investment goals and policies. The\n Fund may also invest in pooled investment vehicles that invest in, and themselves qualify as, money market\n instruments.

Money Market Instruments

To seek its investment objective, as a cash reserve, or for liquidity purposes the\n Fund may invest all or part of its assets in cash or cash equivalents, which include, but are not limited\n to, short-term money market instruments, U.S. government securities, floating and variable rate notes,\n commercial paper, certificates of deposit, time deposits, bankers’ acceptances or repurchase agreements and other short-term liquid instruments secured by U.S. government securities. The Fund may invest in money market\n instruments issued by foreign and domestic governments, financial institutions, corporations and other\n entities in the U.S. or in any foreign country. The Fund may also invest in pooled investment vehicles that invest\n in, and themselves qualify as, money market instruments.

The Fund may invest a significant portion of available cash in a money market ETF\n advised by ProShare Advisors. Investing in an affiliated investment company exposes the Fund\n to the same risks that affect the affiliated money market ETF, including the risk that its investment strategy\n may not achieve intended results. The affiliated money market ETF does not seek to maintain a stable\n net asset value. The affiliated money market ETF invests in U.S. Treasury bills, notes or bonds with remaining\n maturities of 93 days or less and would be negatively impacted by adverse events in the U.S. Treasury\n markets. The affiliated money market ETF’s share price may also be adversely affected during periods of high redemption activity or illiquid markets. In addition, the actions of a few large investors in the affiliated\n money market ETF could significantly influence its share price. Additionally, because the affiliated money\n market ETF is affiliated with the Fund through a common advisor and sponsor additional considerations apply. This\n affiliation may create potential conflicts of interest, such as decisions that could favor the affiliated\n money market ETF or the Advisor over the Fund.

U.S. Government Securities

The Fund may invest in U.S. government securities in pursuit of its investment objective\n or for liquidity purposes.

U.S. government securities include U.S. Treasury securities, which are backed by the\n full faith and credit of the U.S. Treasury and which differ only in their interest rates, maturities,\n and times of issuance: U.S. Treasury bills, which have initial maturities of one year or less; U.S. Treasury\n notes, which have initial maturities of one to ten years; and U.S. Treasury bonds, which generally have initial\n maturities of greater than ten years. In addition, U.S. government securities include Treasury Inflation-Protected Securities (“TIPS”). TIPS are inflation-protected public obligations of the U.S. Treasury. These securities\n are designed to provide inflation protection to investors. TIPS are income generating instruments whose interest\n and principal payments are adjusted for inflation—a sustained increase in prices that erodes the purchasing power of money. The inflation adjustment, which is typically applied monthly to the principal of the\n bond, follows a designated inflation benchmark such as the Consumer Price Index. A fixed-coupon rate is applied\n to the inflation-adjusted principal so that as inflation rises, both the principal value and the interest payments\n increase. This can provide investors with a hedge against inflation, as it helps preserve the purchasing\n power of an investment. Because of the inflation-adjustment feature, inflation-protected bonds typically have\n lower yields than conventional fixed-rate bonds. In addition, TIPS decline in value when real interest\n rates rise. However, in certain interest rate environments, such as when real interest rates are rising faster\n than nominal interest rates, TIPS may experience greater losses than other fixed income securities with similar\n duration.

Certain U.S. government securities are issued or guaranteed by agencies or instrumentalities\n of the U.S. government including, but not limited to, obligations of U.S. government agencies\n or instrumentalities, such as the Federal National Mortgage Association (“Fannie Mae” or “FNMA”), the Government National Mortgage Association (“Ginnie Mae” or “GNMA”), the Small Business Administration, the Federal Farm Credit Administration, Federal Home Loan Banks, Banks for Cooperatives (including\n the Central Bank for Cooperatives), Federal Land Banks, Federal Intermediate Credit Banks, the Tennessee\n Valley Authority, the Export-Import Bank of the United States, the Commodity Credit Corporation, the Federal\n Financing Bank, the Student Loan Marketing Association, the National Credit Union Administration and the\n Federal Agricultural Mortgage Corporation. Some obligations issued or guaranteed by U.S. government agencies\n and instrumentalities, including, for example, GNMA pass-through certificates, are supported by the full\n faith and credit of the U.S. Treasury. Other obligations issued by or guaranteed by federal agencies,\n such as those securities issued by FNMA, are supported by the discretionary authority of the U.S. government\n to purchase certain obligations of the federal agency but are not backed by the full faith and credit\n of the U.S. government, while other obligations issued by or guaranteed by federal agencies, such as those of the\n Federal Home Loan Banks, are supported by the right of the issuer to borrow from the U.S. Treasury. While the\n U.S. government provides financial support to such U.S. government-sponsored federal agencies and instrumentalities\n described above, no assurance can be given that the U.S. government will always do so, since the U.S.\n government is not so obligated by law. U.S. Treasury notes and bonds typically pay coupon interest semi-annually\n and repay the principal at maturity. All U.S. government securities are subject to credit risk.

Yields on U.S. government securities depend on a variety of factors, including the\n general conditions of the money and bond markets, the size of a particular offering, and the maturity\n of the obligation. Debt securities with longer maturities tend to produce higher yields and are generally\n subject to potentially greater capital appreciation and depreciation than obligations with shorter maturities and\n lower yields. The market value of U.S. government securities generally varies inversely with changes in market\n interest rates. An increase in interest rates, therefore, would generally reduce the market value of the Fund’s portfolio investments in U.S. government securities, while a decline in interest rates would\n generally increase the market value of the Fund’s portfolio investments in these securities.

From time to time, a high national debt or uncertainty regarding the status of negotiations\n in the U.S. government to increase the statutory debt ceiling or enact periodic legislation\n to fund the U.S. government could increase the risk that the U.S. government may default on payments\n on certain U.S. government securities, cause the credit rating of the U.S. government to be downgraded,\n increase volatility in the stock and bond markets, result in higher interest rates, reduce prices of U.S.\n Treasury securities, and/or increase the costs of various kinds of debt. If a U.S. government-sponsored entity\n is negatively impacted by legislative or regulatory action, is unable to meet its obligations, or its creditworthiness\n declines, the performance of a Fund that holds securities of the entity may be adversely impacted.

Floating and Variable Rate Notes

Floating and variable rate notes generally are unsecured obligations issued by financial\n institutions and other entities. They typically have a stated maturity of more than one year and\n an interest rate that changes either at specific intervals or whenever a benchmark rate changes. The effective\n maturity of each floating or variable rate note in the Fund’s portfolio will be based on these periodic adjustments. The interest rate adjustments are designed to help stabilize the note’s price. While this feature helps protect against a decline in the note’s market price when interest rates rise, it lowers the Fund’s income when interest rates fall. Of course, the Fund’s income from its floating and variable rate investments also may increase if interest rates rise.

Commercial Paper

Commercial paper is a short-term unsecured promissory note issued by businesses such\n as banks, corporations, finance companies and other issuers generally to finance short-term\n credit needs. Issuers may use commercial paper to finance accounts receivable or to meet short-term liabilities.\n Commercial paper generally has a fixed maturity of no more than 270 days and may trade on secondary markets after\n its issuance.

Mortgage-Backed Securities

A mortgage-backed security is a type of pass-through security, which is a security\n representing pooled debt obligations repackaged as interests that pass income through an intermediary\n to investors. The Fund may invest in mortgage-backed securities. In the case of mortgage-backed securities,\n the ownership interest is in a pool of mortgage loans.

Mortgage-backed securities are most commonly issued or guaranteed by GNMA, FNMA or\n the Federal Home Loan Mortgage Corporation (“FHLMC”), but may also be issued or guaranteed by other private issuers. GNMA is a government-owned corporation that is an agency of the U.S. Department\n of Housing and Urban Development. It guarantees, with the full faith and credit of the United States,\n full and timely payment of all monthly principal and interest on its mortgage-backed securities. FNMA is a\n publicly owned, government-sponsored corporation that mostly packages mortgages backed by the Federal\n Housing Administration, but also sells some non-governmentally backed mortgages. Pass-through\n securities issued by FNMA are guaranteed as to timely payment of principal and interest only by FNMA. The\n FHLMC is a publicly chartered agency that buys qualifying residential mortgages from lenders,\n re-packages them and provides certain guarantees. The corporation’s stock is owned by savings institutions across the United States and is held in trust by the Federal Home Loan Bank System. Pass-through securities\n issued by the FHLMC are guaranteed as to timely payment of principal and interest only by the FHLMC.

Mortgage-backed securities issued by private issuers, whether or not such obligations\n are subject to guarantees by the private issuer, may entail greater risk than obligations directly\n or indirectly guaranteed by the U.S. government. The average life of a mortgage-backed security is likely to be\n substantially shorter than the original maturity of the mortgage pools underlying the securities. Prepayments\n of principal by mortgagors and mortgage foreclosures will usually result in the return of the greater part of\n principal invested far in advance of the maturity of the mortgages in the pool.

Collateralized mortgage obligations (“CMOs”) are debt obligations collateralized by mortgage loans or mortgage pass-through securities (collateral collectively hereinafter referred to as “Mortgage Assets”). Multi-class pass-through securities are interests in a trust composed of Mortgage\n Assets and all references in this section to CMOs include multi-class pass-through securities. Principal prepayments\n on the Mortgage Assets may cause the CMOs to be retired substantially earlier than their stated maturities\n or final distribution dates, resulting in a loss of all or part of the premium if any has been paid. Interest\n is paid or accrues on all classes of the CMOs on a monthly, quarterly or semi-annual basis. The principal and\n interest payments on the Mortgage Assets may be allocated among the various classes of CMOs in several ways.\n Typically, payments of principal, including any prepayments, on the underlying mortgages are applied to\n the classes in the order of their respective stated maturities or final distribution dates, so that no payment\n of principal is made on CMOs of a class until all CMOs of other classes having earlier stated maturities or final\n distribution dates have been paid in full.

Stripped mortgage-backed securities (“SMBS”) are derivative multi-class mortgage securities. The Fund will only invest in SMBS that are obligations backed by the full faith and credit\n of the U.S. government. SMBS are usually structured with two classes that receive different proportions of\n the interest and principal distributions from a pool of mortgage assets. The Fund will only invest in SMBS whose\n mortgage assets are U.S. government obligations. A common type of SMBS will be structured so that one\n class receives some of the interest and most of the principal from the mortgage assets, while the other class\n receives most of the interest and the remainder of the principal. If the underlying mortgage assets experience\n greater than anticipated prepayments of principal, the Fund may fail to fully recoup its initial\n investment in these securities. The market value of any class that consists primarily or entirely of principal\n payments generally is unusually volatile in response to changes in interest rates.

Investment in mortgage-backed securities poses several risks, including among others,\n prepayment, market and credit risk. Prepayment risk reflects the risk that borrowers may prepay\n their mortgages faster than expected, thereby affecting the investment’s average life and perhaps its yield. Whether or not a mortgage loan is prepaid is almost entirely controlled by the borrower. Borrowers are most\n likely to exercise prepayment options at the time when it is least advantageous to investors, generally\n prepaying mortgages as interest rates fall, and slowing payments as interest rates rise. Besides the effect\n of prevailing interest rates, the rate of prepayment and refinancing of mortgages may also be affected by appreciation\n in home values, ease of the refinancing process and local economic conditions. Market risk reflects\n the risk that the price of a security may fluctuate over time. The price of mortgage-backed securities may be particularly\n sensitive to prevailing interest rates, the length of time the security is expected to be outstanding,\n and the liquidity of the issue. In a period of unstable interest rates, there may be decreased demand for certain\n types of mortgage-backed securities, and the Fund invested in such securities wishing to sell them may find\n it difficult to find a buyer, which may in turn decrease the price at which they may be sold. Credit risk\n reflects the risk that the Fund may not receive all or part of its principal because the issuer or credit enhancer\n has defaulted on its obligations. Obligations issued by U.S. government-related entities are guaranteed\n as to the payment of principal and interest, but are not backed by the full faith and credit of the U.S.\n government. The performance of private label mortgage-backed securities, issued by private institutions, is based\n on the financial health of those institutions. With respect to GNMA certificates, although GNMA guarantees timely\n payment even if homeowners delay or default, tracking the “pass-through” payments may, at times, be difficult.

Other Fixed Income Securities

The Fund may invest in a wide range of fixed income securities, which may include\n foreign sovereign, sub-sovereign and supranational bonds, as well as any other obligations\n of any rating or maturity such as foreign and domestic investment grade corporate debt securities and lower-rated\n corporate debt securities (commonly known as “junk bonds”). Lower-rated or high yield debt securities include corporate high yield debt securities, zero-coupon securities, payment-in-kind securities, and\n STRIPS. Investment grade corporate bonds are those rated BBB or better by Standard & Poor’s Rating Group (“S&P”) or Baa or better by Moody’s Ratings (“Moody’s”). Securities rated BBB by S&P are considered investment grade, but Moody’s considers securities rated Baa to have speculative characteristics. See Appendix A for a description of corporate bond ratings. The Fund may also invest in unrated securities.

Foreign Sovereign, Sub-Sovereign, Quasi Sovereign and Supranational Securities. The Fund may invest in fixed-rate debt securities issued by: non-U.S. governments (foreign sovereign\n bonds); local governments, entities or agencies of a non-U.S. country (foreign sub-sovereign bonds);\n corporations with significant government ownership (“Quasi-Sovereigns”); or two or more central governments or institutions (supranational bonds). These types of debt securities are typically general obligations\n of the issuer and are typically guaranteed by such issuer. Despite this guarantee, such debt securities\n are subject to default, restructuring or changes to the terms of the debt to the detriment of security holders.\n Such an event impacting a security held by the Fund would likely have an adverse impact on the Fund’s returns. Also, due to demand from other investors, certain types of these debt securities may be less accessible\n to the capital markets and may be difficult for the Fund to source. This may cause the Fund, at times, to pay\n a premium to obtain such securities for its own portfolio. For more information related to foreign sovereign,\n sub-sovereign and supranational securities, see “Foreign Securities” and “Exposure to Securities or Issuers in Specific Foreign Countries or Regions” below.

Corporate Debt Securities. Corporate debt securities are fixed income securities issued by businesses to finance their operations, although corporate debt instruments may also include\n bank loans to companies. Notes, bonds, debentures and commercial paper are the most common types of corporate\n debt securities, with the primary difference being their maturities and secured or unsecured status. Commercial\n paper has the shortest term and is usually unsecured. The broad category of corporate debt securities\n includes debt issued by domestic or foreign companies of all kinds, including those with small-, mid- and\n large-capitalizations. Corporate debt may be rated investment-grade or below investment-grade and may carry\n variable or floating rates of interest.

Because of the wide range of types and maturities of corporate debt securities, as\n well as the range of creditworthiness of its issuers, corporate debt securities have widely varying\n potentials for return and risk profiles. For example, commercial paper issued by a large established domestic corporation\n that is rated investment-grade may have a modest return on principal, but carries relatively limited\n risk. On the other hand, a long-term corporate note issued by a small foreign corporation from an emerging\n market country that has not been rated may have the potential for relatively large returns on principal, but\n carries a relatively high degree of risk.

Corporate debt securities carry both credit risk and interest rate risk. Credit risk\n is the risk that the Fund could lose money if the issuer of a corporate debt security is unable to pay\n interest or repay principal when it is due. Some corporate debt securities that are rated below investment-grade\n are generally considered speculative because they present a greater risk of loss, including default, than higher\n quality debt securities. The credit risk of a particular issuer’s debt security may vary based on its priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than lower\n ranking (subordinated) securities. This means that the issuer might not make payments on subordinated securities\n while continuing to make payments on senior securities. In addition, in the event of bankruptcy, holders\n of higher-ranking senior securities may receive amounts otherwise payable to the holders of more junior securities.\n Interest rate risk is the risk that the value of certain corporate debt securities will tend to fall when\n interest rates rise. In general, corporate debt securities with longer terms tend to fall more in value when interest\n rates rise than corporate debt securities with shorter terms.

Junk Bonds. “Junk Bonds” generally offer a higher current yield than that available for higher-grade issues. However, lower-rated securities involve higher risks, in that they are especially\n subject to adverse changes in general economic conditions and in the industries in which the issuers\n are engaged, to changes in the financial condition of the issuers and to price fluctuations in response to changes\n in interest rates. During periods of economic downturn or rising interest rates, highly leveraged issuers may\n experience financial stress that could adversely affect their ability to make payments of interest and principal\n and increase the possibility of default. In addition, the market for lower-rated debt securities has expanded rapidly\n in recent years, and its growth paralleled a long economic expansion. At times in recent years, the prices\n of many lower-rated debt securities declined substantially, reflecting an expectation that many issuers of\n such securities might experience financial difficulties. As a result, the yields on lower-rated debt securities\n rose dramatically, but the higher yields did not reflect the value of the income stream that holders of such\n securities expected. Rather, the risk was that holders of such securities could lose a substantial portion of their\n value as a result of the issuers’ financial restructuring or default. There can be no assurance that such declines will not recur. The market for lower-rated debt issues generally is thinner and less active than that\n for higher quality securities, which may limit the Fund’s ability to sell such securities at fair value in response to changes in the economy or financial markets. Adverse publicity and investor perceptions, whether or not based\n on fundamental analysis, may also decrease the values and liquidity of lower-rated securities, especially\n in a thinly traded market. Changes by recognized rating services in their rating of a fixed income security\n may affect the value of these investments. The Fund will not necessarily dispose of a security when its\n rating is reduced below the rating it had at the time of purchase. However, ProShare Advisors will monitor the\n investment to determine whether continued investment in the security will assist in meeting the Fund’s investment objective.

Covered Bonds. The Fund may invest in covered bonds, which are debt securities issued by banks or\n other credit institutions that are backed by both the issuing institution and underlying\n pool of assets that compose the bond (a “cover pool”). The cover pool for a covered bond is typically composed of residential or commercial mortgage loans or loans to public sector institutions. A covered bond may\n lose value if the credit rating of the issuing bank or credit institution is downgraded or the quality of the\n assets in the cover pool deteriorates.

Unrated Debt Securities. The Fund may also invest in unrated debt securities. Unrated debt, while not necessarily lower in quality than rated securities, may not have as broad a market.\n Because of the size and perceived demand for the issue, among other factors, certain issuers may decide not\n to pay the cost of getting a rating for their bonds. The creditworthiness of the issuer, as well as that of any\n financial institution or other party responsible for payments on the security, will be analyzed to determine whether\n to purchase unrated bonds.

EQUITY SECURITIES

The Fund may invest in equity securities. The market price of securities owned by\n the Fund may go up or down, sometimes rapidly or unpredictably. Securities may decline in value due\n to factors affecting securities markets generally or particular industries represented in the securities\n markets. The value of a security may decline due to general market conditions not specifically related to\n a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for\n corporate earnings, changes in interest or currency rates, or adverse investor sentiment generally. A security’s value may also decline due to factors that affect a particular industry or industries, such as labor shortages\n or increased production costs and competitive conditions within an industry. The value of a security may also decline\n for a number of reasons that directly relate to the issuer, such as management performance, financial\n leverage and reduced demand for the issuer’s goods or services. Equity securities generally have greater price volatility than fixed income securities, and the Fund is particularly sensitive to these market risks.

FOREIGN SECURITIES

The Fund may invest in foreign issuers, securities traded principally in securities\n markets outside the United States, U.S.-traded securities of foreign issuers and/or securities denominated\n in foreign currencies (together “foreign securities”). Also, the Fund may seek exposure to foreign securities by investing in Depositary Receipts (discussed below). Foreign securities may involve special risks\n due to foreign economic, political and legal developments, including unfavorable changes in currency exchange\n rates, exchange control regulation (including currency blockage), expropriation or nationalization of assets,\n confiscatory taxation, taxation of income and/or gains earned in foreign nations, withholding of portions\n of interest and dividends in certain countries and the possible difficulty of obtaining and enforcing judgments\n against foreign entities. Default in foreign government securities, political or social instability or diplomatic\n developments could affect investments in securities of issuers in foreign nations. In addition, in many countries\n there is less publicly available information about issuers than is available in reports about issuers in\n the United States. Foreign companies are not generally subject to uniform accounting, auditing and financial\n reporting standards, and auditing practices and requirements may differ from those applicable to U.S. companies.\n Further, the growing interconnectivity of global economies and financial markets has increased the possibilities\n that conditions in any one country or region could have an adverse impact on issuers of securities in\n a different country or region.

In addition, the securities of some foreign governments, companies and markets are\n less liquid, and may be more volatile, than comparable securities of domestic governments, companies\n and markets. Some foreign investments may be subject to brokerage commissions and fees that are higher\n than those applicable to U.S. investments. The Fund also may be affected by different settlement practices\n or delayed settlements in some foreign markets. Moreover, some foreign jurisdictions regulate and limit U.S.\n investments in the securities of certain issuers. Additionally, U.S. investors may be prohibited from\n investing in securities issued by companies in certain foreign countries. This could negatively impact the Fund’s ability to sell securities or other financial instruments as needed. Such action may impair the value or liquidity\n of securities and negatively impact the Fund.

The Fund’s foreign investments that are related to developing (or “emerging market”) countries may be particularly volatile due to the aforementioned factors.

The Fund may value its financial instruments based upon foreign securities by using\n the market prices of domestically traded financial instruments with comparable foreign securities\n market exposure.

Exposure to Securities or Issuers in Specific Foreign Countries or Regions

The Fund may focus its investments in particular foreign geographical regions or countries.\n In addition to the risks of investing in foreign securities discussed above, the investments\n of the Fund may be exposed to special risks that are specific to the country or region in which the investments\n are focused. Furthermore, the Fund with such a focus may be subject to additional risks associated\n with events in nearby countries or regions or those of a country’s principal trading partners. Additionally, the Fund may have an investment focus in a foreign country or region that is an emerging market and, therefore,\n are subject to heightened risks relative to the Fund that focuses its investments in more developed\n countries or regions.

Exposure to Foreign Currencies

The Fund may invest directly in foreign currencies or hold financial instruments that\n provide exposure to foreign currencies, including “hard currencies,” or may invest in securities that trade in, or receive revenues in, foreign currencies. “Hard currencies” are currencies in which investors have confidence and are typically currencies of economically and politically stable industrialized nations.\n To the extent that the Fund invests in such currencies, that Fund will be subject to the risk that those currencies\n will decline in value relative to the U.S. dollar. Currency rates in foreign countries may fluctuate significantly\n over short periods of time. Fund assets that are denominated in foreign currencies may be devalued against\n the U.S. dollar, resulting in a loss. Additionally, recent issues associated with the euro may have adverse effects\n on non-U.S.

investments generally and on currency markets. A U.S. dollar investment in Depositary\n Receipts or ordinary shares of foreign issuers traded on U.S. exchanges may be affected differently by\n currency fluctuations than would an investment made in a foreign currency on a foreign exchange in shares of\n the same issuer. Foreign currencies are also subject to risks caused by inflation, interest rates, budget deficits\n and low savings rates, political factors and government control. The Fund may be unable or choose not to\n hedge its foreign currency exposure.

Depositary Receipts

The Fund may invest in depositary receipts. Depositary receipts are receipts, typically\n issued by a financial institution, which evidence ownership of underlying securities issued by\n a non-U.S. issuer. Types of depositary receipts include American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and New York Shares (“NYSs”).

ADRs represent the right to receive securities of foreign issuers deposited in a domestic\n bank or a correspondent bank. ADRs are an alternative to purchasing the underlying securities\n in their national markets and currencies. For many foreign securities, U.S. dollar-denominated ADRs, which are\n traded in the United States on exchanges or over-the-counter (“OTC”), are issued by domestic banks. In general, there is a large, liquid market in the United States for many ADRs. Investments in ADRs have\n certain advantages over direct investment in the underlying foreign securities because: (i) ADRs are U.S.\n dollar-denominated investments that are easily transferable and for which market quotations are readily\n available and (ii) issuers whose securities are represented by ADRs are generally subject to auditing, accounting\n and financial reporting standards similar to those applied to domestic issuers. ADRs do not eliminate all\n risk inherent in investing in the securities of foreign issuers. By investing in ADRs rather than directly in the\n stock of foreign issuers outside the U.S., however, the Fund may avoid certain risks related to investing in\n foreign securities on non-U.S. markets.

GDRs are receipts for shares in a foreign-based corporation traded in capital markets\n around the world. While ADRs permit foreign corporations to offer shares to American citizens,\n GDRs allow companies in Europe, Asia, the United States and Latin America to offer shares in many markets\n around the world.

NYSs (or “direct shares”) are foreign stocks denominated in U.S. dollars and traded on American exchanges without being converted into ADRs. These stocks come from countries that\n do not restrict the trading of their stocks on other nations’ exchanges. The Fund may also invest in ordinary shares of foreign issuers traded directly on U.S. exchanges.

The Fund may invest in both sponsored and unsponsored depositary receipts. Certain\n depositary receipts, typically those designated as “unsponsored,” require the holders thereof to bear most of the costs of such facilities, while issuers of “sponsored” facilities normally pay more of the costs thereof. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder\n communications received from the issuer of the deposited securities or to pass through the voting rights to\n facility holders with respect to the deposited securities, whereas the depository of a sponsored facility typically\n distributes shareholder communications and passes through the voting rights.

Unsponsored ADR programs generally expose investors to greater risks than sponsored\n programs and do not provide holders with many of the shareholder benefits that come from investing\n in a sponsored ADR. Unsponsored ADR programs are organized independently and without the cooperation of\n the issuer of the underlying securities. As a result, available information concerning the issuers may\n not be as current for unsponsored ADRs, and the price of unsponsored depositary receipts may be more volatile\n than if such instruments were sponsored by the issuer and/or there may be no correlation between\n available information and the market value.

Foreign Currencies and Related Transactions

Costs of Hedging. When the Fund purchases a non-U.S. bond with a higher interest rate than is available on U.S. bonds of a similar maturity, the additional yield on the non-U.S.\n bond could be substantially reduced or lost if the Fund were to enter into a direct hedge by selling the foreign\n currency and purchasing the U.S. dollar. This is what is known as the “cost” of hedging. Proxy hedging attempts to reduce this cost through an indirect hedge back to the U.S. dollar.

It is important to note that hedging costs are treated as capital transactions and\n are not, therefore, deducted from the Fund’s dividend distribution and are not reflected in its yield. Instead such costs will, over time, be reflected in the Fund’s net asset value per share. The Fund may enter into foreign currency transactions as a substitute for cash investments and for other investment purposes\n not involving hedging, including, without limitation, to exchange payments received in a foreign currency\n into U.S. dollars or in anticipation of settling a transaction that requires the Fund to deliver a foreign\n currency.

The forecasting of currency market movement is extremely difficult, and whether any\n hedging strategy will be successful is highly uncertain. Moreover, it is impossible to forecast\n with precision the market value of portfolio securities at the expiration of a foreign currency forward contract.\n Accordingly, the Fund may be required to buy or sell additional currency on the spot market (and bear the\n expense of such transaction) if ProShare Advisors’ predictions regarding the movement of foreign currency or securities markets prove inaccurate. Also, foreign currency transactions, like currency exchange\n rates, can be affected unpredictably by intervention (or the failure to intervene) by U.S. or foreign governments\n or central banks, or by currency controls or political developments. Such events may prevent or restrict the Fund’s ability to enter into foreign currency transactions, force the Fund to exit a foreign currency transaction\n at a disadvantageous time or price or result in penalties for the Fund, any of which may result in a loss\n to the Fund. In addition, the use of cross-hedging transactions may involve special risks, and may leave the\n Fund in a less advantageous position than if such a hedge had not been established. Because foreign\n currency forward contracts are privately negotiated transactions, there can be no assurance that the\n Fund will have flexibility to roll-over a foreign currency forward contract upon its expiration if it desires to\n do so. Additionally, there can be no assurance that the other party to the contract will perform its services thereunder.

FORWARD CONTRACTS

The Fund may enter into forward contracts to attempt to gain exposure to a benchmark\n or asset, or to hedge a position. Forward contracts are two-party contracts pursuant to which one\n party agrees to pay the other party a fixed price for an agreed-upon amount of an underlying asset or the\n cash value of the underlying asset at an agreed-upon date. Forward contracts that cannot be terminated in the ordinary\n course of business within seven days at approximately the amount at which the Fund has valued the asset\n may be considered to be illiquid for purposes of the Fund’s illiquid investment limitations. The Fund will not enter into a forward contract unless the Advisor believes that the other party to the transaction is creditworthy.\n The counterparty to any forward contract will typically be a major, global financial institution. The\n Fund bears the risk of loss of the amount expected to be received under a forward contract in the event of the default\n or bankruptcy of a counterparty. If such a default occurs, the Fund will have contractual remedies pursuant\n to the forward contract, but such remedies may be subject to bankruptcy and insolvency laws and proceedings\n in the event of the counterparty’s bankruptcy or insolvency, which could affect the Fund’s rights as a creditor and ability to enforce the remedies provided in the applicable contract.

Forward Currency Contracts

The Fund may invest in forward currency contracts for investment or risk management\n purposes. A forward currency contract is an obligation to buy or sell a specific currency at a\n future date, which may be any fixed number of days from the date of the contract agreed upon by the parties,\n at a price set at the time of the contract. These contracts are entered into on the interbank market conducted\n directly between currency traders (usually large commercial banks) and their customers. Forward currency contracts\n are generally structured in one of two ways: (1) on a “non-deliverable” basis in cash settlement (i.e., the parties settle at

termination in a single currency based on then-current exchange rates) or (2) by actual\n delivery of the relevant currency or currencies underlying the forward currency contract.

The Fund may invest in a combination of forward currency contracts and U.S. dollar-denominated\n market instruments in an attempt to obtain an investment result that is substantially\n the same as a direct investment in a foreign currency-denominated instrument. This investment technique creates a “synthetic” position in the particular foreign currency instrument whose performance the manager\n is trying to duplicate. For example, investing in a combination of U.S. dollar-denominated instruments with “long” forward currency exchange contracts creates a position economically equivalent to investing in a money\n market instrument denominated in the foreign currency itself. Such combined positions are sometimes\n necessary when the money market in a particular foreign currency is small or relatively illiquid.

For hedging purposes, the Fund may invest in forward currency contracts to hedge either\n specific transactions (transaction hedging) or portfolio positions (position hedging). Transaction\n hedging is the purchase or sale of forward currency contracts with respect to specific receivables\n or payables of the Fund in connection with the purchase and sale of portfolio securities. Position hedging is\n the sale of a forward currency contract on a particular currency with respect to portfolio positions denominated\n or quoted in that currency.

The Fund is not required to enter into forward currency contracts for hedging purposes.\n It is possible, under certain circumstances, that the Fund may have to limit its currency\n transactions to qualify as a “regulated investment company” (“RIC”) under the Internal Revenue Code. The Fund generally does not intend to enter into a forward currency contract with a term of more than one year,\n or to engage in position hedging with respect to the currency of a particular country to more than the aggregate\n market value (at the time the hedging transaction is entered into) of their portfolio securities denominated\n in (or quoted in or currently convertible into or directly related through the use of forward currency\n contracts in conjunction with money market instruments to) that particular currency.

With respect to forward currency contracts entered into in connection with purchases\n or sales of securities, at or before the maturity of a forward currency contract, the Fund may\n either sell a portfolio security and make delivery of the currency, or retain the security and terminate its\n contractual obligation to deliver the currency by buying an “offsetting” contract obligating them to buy, on the same maturity date, the same amount of the currency. If the Fund engages in an offsetting transaction, it\n may later enter into a new forward currency contract to sell the currency.

If the Fund engages in offsetting transactions, the Fund will incur a gain or loss,\n to the extent that there has been movement in forward currency contract prices. If forward prices go\n down during the period between the date the Fund enters into a forward currency contract for the sale of\n a currency and the date it enters into an offsetting contract for the purchase of the currency, the Fund will\n realize a gain to the extent that the price of the currency it has agreed to sell exceeds the price of the currency\n it has agreed to buy. If forward prices go up, the Fund will suffer a loss to the extent the price of the currency\n it has agreed to buy exceeds the price of the currency it has agreed to sell.

Because the Fund invests in cash instruments denominated in foreign currencies, it\n may hold foreign currencies pending investment or conversion into U.S. dollars. Although the Fund values\n its assets daily in U.S. dollars, it does not convert its holdings of foreign currencies into U.S. dollars\n on a daily basis. The Fund will convert its holdings from time to time, however, and incur the costs of currency\n conversion. Foreign exchange dealers may realize a profit based on the difference between the prices at\n which they buy and sell various currencies. Thus, a dealer may offer to sell a foreign currency to the Fund\n at one rate, and offer to buy the currency at a lower rate if the Fund tries to resell the currency to the dealer.

Although forward currency contracts may be used by the Fund to try to manage currency\n exchange risks, unanticipated changes in currency exchange rates could result in poorer performance\n than if the Fund had not entered into these transactions. Even if ProShare Advisors correctly predicts\n currency exchange rate movements, a hedge could be unsuccessful if changes in the value of the Fund’s position do not correspond to

changes in the value of the currency in which its investments are denominated. This\n lack of correlation between the Fund’s forwards and currency positions may be caused by differences between the futures and currency markets.

These transactions also involve the risk that the Fund may lose its margin deposits\n or collateral and may be unable to realize the positive value, if any, of its position if a counterparty\n with whom the Fund has an open forward position defaults or becomes bankrupt.

FUTURES AND RELATED OPTIONS

Futures in General

The Fund may purchase or sell futures contracts and options thereon as a substitute\n for a comparable market position in the underlying securities or to satisfy regulatory requirements.\n A cash-settled futures contract obligates the seller to deliver (and the purchaser to accept) an amount of\n cash equal to a specific dollar amount multiplied by the difference between the final settlement price of a\n specific futures contract and the price at which the agreement is made. No physical delivery of the underlying asset\n is made.

The Fund generally engages in closing or offsetting transactions before final settlement\n of a futures contract wherein a second identical futures contract is sold to offset a long position\n (or bought to offset a short position). In such cases, the obligation is to deliver (or take delivery of)\n cash equal to a specific dollar amount multiplied by the difference between the price of the offsetting transaction\n and the price at which the original contract was entered into. If the original position entered into is a long\n position (futures contract purchased), there will be a gain (loss) if the offsetting sell transaction is carried\n out at a higher (lower) price, inclusive of commissions. If the original position entered into is a short position\n (futures contract sold) there will be a gain (loss) if the offsetting buy transaction is carried out at a lower\n (higher) price, inclusive of commissions. Investments in commodity-linked futures can be susceptible to negative\n prices due to a supply surplus which may be caused by global events, including restrictions or reductions\n in global travel. Exposure to such commodity-linked futures may adversely affect the performance of a Fund.

Whether the Fund realizes a gain or loss from futures activities depends generally\n upon movements in the underlying currency, commodity, security or benchmark. The extent of the Fund’s loss from an unhedged short position in futures contracts or from writing options on futures contracts\n is potentially unlimited, and investors may lose the amount that they invest plus any profits recognized\n on their investment. The Fund may engage in related closing transactions with respect to options on futures\n contracts. The Fund will engage in transactions in futures contracts and related options that are traded\n on a U.S. exchange or board of trade or that have been approved for sale in the U.S. by the Commodity Futures\n Trading Commission (“CFTC”).

All of the Fund’s transactions in futures and options on futures will be entered into through a futures commission merchant (“FCM”) regulated by the CFTC or under a foreign regulatory regime that has been recognized as equivalent by the CFTC. All futures (and options thereon) entered into\n by the Fund will be cleared by a clearing house that is regulated by the CFTC or under a foreign regulatory\n regime that has been recognized as equivalent by the CFTC. A Fund’s FCM may limit the Fund’s ability to invest in certain futures contracts. Such restrictions may adversely affect the Fund’s performance and its ability to achieve its investment objective.

In addition, the CFTC and the exchanges are authorized to take extraordinary actions\n in the event of a market emergency, including, for example, the implementation of higher margin requirements,\n the establishment of daily price limits and the suspension of trading. Exchanges may cancel\n trades in limited circumstances, for example, if the exchange believes that allowing such trades to\n stand as executed could have an adverse impact on the stability or integrity of the market. Any such cancellation\n may adversely affect the performance of a Fund.

Options on Futures

When the Fund purchases a put or call option on a futures contract, the Fund pays a “premium” (i.e., an amount in addition to the value of the underlying contract in relation to the\n exercise price of the option) for the right to sell (in the case of a put) or purchase (in the case of a\n call) the underlying futures contract for a specified price upon exercise at any time during the option period.\n When the Fund sells (or “writes”) a put or call option on a futures contract, the Fund receives a premium in return for granting to the purchaser of the option the right to sell to or buy from the Fund the underlying futures\n contract for a specified price upon exercise at any time during the option period.

Futures Margin Requirements

Upon entering into a futures contract, the Fund will be required to deposit with its\n FCM an amount of cash or cash equivalents equal to a small percentage of the contract’s value (these amounts are subject to change by the FCM or clearing house through which the trade is cleared). This amount, known as “initial margin,” is in the nature of a performance bond or good faith deposit on the contract and is returned to the Fund upon termination of the futures contract, assuming all contractual obligations\n have been satisfied. Subsequent payments, known as “variation margin,” to and from the broker will be made daily as the price of the benchmark underlying the futures contract fluctuates, making the long and short\n positions in the futures contract more or less valuable, a process known as “marking-to-market.” At any time prior to expiration of a futures contract, the Fund may elect to close its position by taking an opposite position,\n which will operate to terminate the Fund’s existing position in the contract. A party to a futures contract is subject to the credit risk of the clearing house and the FCM through which it holds its position. Credit risk\n of market participants with respect to futures is concentrated in a few clearing houses, and it is not clear how\n an insolvency proceeding of a clearing house would be conducted and what impact an insolvency of a clearing house\n would have on the financial system. An FCM is generally obligated to segregate all funds received from\n customers with respect to customer futures positions from the FCM’s proprietary assets. However, all funds and other property received by an FCM from its customers are generally held by the FCM on a commingled\n basis in an omnibus account, and the FCM may invest those funds in certain instruments permitted under\n the applicable regulations. The assets of the Fund might not be fully protected in the event of the bankruptcy of the Fund’s FCM, because the Fund would be limited to recovering only a pro rata share of all\n available funds segregated on behalf of the FCM’s customers for a relevant account class. Also, the FCM is required to transfer to the clearing house the amount of margin required by the clearing house for futures positions,\n which amounts are generally held in an omnibus account at the clearing house for all customers of the\n FCM. If an FCM does not comply with the applicable regulations or its agreement with the Fund, or in the event\n of fraud or misappropriation of customer assets by a FCM, the Fund could have only an unsecured\n creditor claim in an insolvency of the FCM with respect to the margin held by the FCM.

Correlation Risk

The primary risks associated with the use of futures contracts are imperfect correlation\n between movements in the price of the futures and the market value of the underlying assets,\n and the possibility of an illiquid market for a futures contract. Although the Fund intends to buy or sell futures\n contracts only if there is an active market for such contracts, no assurance can be given that a liquid market\n will exist for any particular contract at any particular time. Many futures exchanges and boards of trade\n limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once\n the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond\n that limit or trading may be suspended for specified periods during the day. Futures contract prices could move\n to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation\n of futures positions and potentially subjecting the Fund to substantial losses. If trading is not possible,\n or if the Fund determines not to close a futures position in anticipation of adverse price movements, the Fund\n will be required to make daily cash payments of variation margin. The risk that the Fund will be unable to\n close out a futures position will be minimized by entering into such transactions on a national exchange with an\n active and liquid secondary market.

Speculative Position Limits

The CFTC, certain foreign regulators and many futures exchanges have established (and\n continue to evaluate and revise) speculative position limits, referred to as “position limits,” on the maximum net long or net short positions which any person or entity may hold or control in particular options\n and futures contracts. In addition, U.S. federal position limits apply to swaps that are economically equivalent\n to futures contracts on certain agricultural, metals and energy commodities. All positions owned or controlled\n by the same person or entity, even if in different accounts, must be aggregated for purposes of determining\n whether applicable position limits have been exceeded, unless an exemption applies. Thus, even if the\n Fund does not intend to exceed applicable position limits, it is possible that positions of different clients\n managed by the Advisor and its affiliates may be aggregated for this purpose. Therefore, trading decisions of\n the Advisor may have to be modified and positions held by the Fund may have to be liquidated in order to avoid\n exceeding such limits. The modification of investment decisions or the elimination of open positions, if\n it occurs, may adversely affect the performance of the Fund. A violation of position limits could also lead\n to regulatory action materially adverse to the Fund’s investment strategy. The Fund may also be affected by other regimes, including those of the European Union and United Kingdom, and trading venues that\n impose position limits on commodity derivative contracts.

MASTER LIMITED PARTNERSHIPS

The Fund may invest in master limited partnerships (“MLPs”), which are commonly treated as partnerships for U.S. federal income tax purposes and publicly traded on national\n securities exchanges. Such MLPs are limited by the Internal Revenue Code to apply to enterprises that engage\n in certain businesses, mostly pertaining to the use of natural resources, such as natural gas extraction\n and transportation. Some real estate enterprises may also qualify as MLPs.

Investments in common units of MLPs involve risks that differ from investments in\n common stock. Holders of common units of MLPs have the rights typically provided to limited partners\n in limited partnerships and, thus, may have limited control and limited voting rights as compared\n to holders of a corporation’s common shares. Holders of common units may be subject to conflicts of interest with the MLP’s general partner, including those arising from incentive distribution payments. MLPs\n may also have limited financial resources and units may be subject to cash flow and dilution risk. In addition,\n investments held by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic or other conditions. Accordingly, MLPs may be subject to more\n erratic price movements because of the underlying assets they hold. Further, the Fund’s investment in MLPs subjects the Fund to the risks associated with the specific industry or industries in which the MLPs invest.

There are also tax risks associated with investments in MLPs. While there are benefits\n to MLPs that are treated as partnerships for federal income tax purposes, a change to current tax\n law or in the underlying business of a given MLP could result in the MLP being treated as a corporation for\n federal income tax purposes. If the MLP were treated as a corporation, the MLP would be required to pay\n federal income tax on its taxable income, which would reduce the amount of cash available for distribution\n by the MLP. In addition, because MLPs generally conduct business in multiple states, the Fund may be subject\n to income or franchise tax in each of the states in which the partnership does business. The additional cost\n of preparing and filing the tax returns and paying related taxes may adversely impact the Fund’s return.

POOLED INVESTMENT VEHICLES

The Fund may invest in other investment companies, including exchange-traded funds (“ETFs”) and unit investment trusts (“UITs”), to the extent that such an investment would be consistent with the requirements of the 1940 Act. If the Fund invests in, and thus, is a shareholder of,\n another investment company, the Fund’s shareholders will indirectly bear the Fund’s proportionate share of the fees and expenses paid by such other investment company, including advisory fees, in addition to both\n the management fees payable directly by the Fund to the Fund’s own investment adviser and the other expenses that the Fund bears directly in connection with the Fund’s own operations.

Because most ETFs are investment companies, absent reliance on Rule 12d1-4 under the\n 1940 Act, the Fund’s investments in such investment companies generally would be limited under applicable federal statutory provisions. Those provisions typically restrict the Fund’s investment in the shares of another investment company to up to 5% of its assets (which may represent no more than 3%\n of the securities of such other investment company) and limit aggregate investments in all investment companies\n to 10% of assets. The Fund may invest in certain ETFs in excess of the statutory limit in reliance on Rule\n 12d1-4. Rule 12d1-4 outlines the requirements of Fund of Funds Agreements and specifies the responsibilities\n of the Board related to “fund of fund” arrangements.

REAL ESTATE INVESTMENT TRUSTS

The Fund may invest in real estate investment trusts (“REITs”). Equity REITs invest primarily in real property, while mortgage REITs invest in construction, development and long-term\n mortgage loans. Their value may be affected by changes in the value of the underlying property of the REIT,\n the creditworthiness of the issuer, property taxes, interest rates, and tax and regulatory requirements, such\n as those relating to the environment. U.S. REITs are dependent upon management skill, are not diversified and\n are subject to heavy cash flow dependency, default by borrowers, self-liquidation and the possibility of\n failing to qualify for tax-free pass-through of income under the Code and failing to maintain exempt status\n under the 1940 Act.

SECURITIES AND INDEX OPTIONS

The Fund may buy and write (sell) options on securities, indexes and other assets\n for the purpose of realizing its investment objective. Options may settle in cash or settle by a delivery\n of securities or other assets underlying the options.

Physically Settled Options

By buying a call option, the Fund has the right, in return for a premium paid during\n the term of the option, to buy the asset underlying the option at the exercise price. By writing (selling)\n a call option the Fund becomes obligated during the term of the option to sell the asset underlying the option\n at the exercise price if the option is exercised; conversely, by buying a put option, the Fund has the right,\n in return for a premium paid during the term of the option, to sell the asset underlying the option at the\n exercise price. By writing a put option, the Fund becomes obligated during the term of the option to purchase the\n asset underlying the option at the exercise price if the option is exercised.

Cash-Settled Options

Cash-settled options give the holder (purchaser) of an option the right to receive\n an amount of cash upon exercise of the option. Receipt of this cash amount will depend upon the value\n of the underlying asset (or closing level of the index, as the case may be) upon which the option is based\n being greater than (in the case of a call) or less than (in the case of a put) the level at which the exercise\n price of the option is set. The amount of cash received, if any, will be the difference between the value of the underlying\n asset (or closing price level of the index, as the case may be) and the exercise price of the option,\n multiplied by a specified dollar multiple. The writer (seller) of the option is obligated, in return for the\n premiums received from the

purchaser of the option, to make delivery of this amount to the purchaser. All settlements\n of index options transactions are in cash.

Exercise of Options

During the term of an option on securities, the writer may be assigned an exercise\n notice by the broker-dealer through whom the option was sold. The exercise notice would require\n the writer to deliver, in the case of a call, or take delivery of, in the case of a put, the underlying asset\n against payment of the exercise price (or, in certain types of options, make a cash equivalent payment).\n This obligation terminates upon expiration of the option, or at such earlier time that the writer effects a closing\n purchase transaction by purchasing an option covering the same underlying asset and having the same exercise\n price and expiration date as the one previously sold. Once an option has been exercised, the writer may\n not execute a closing purchase transaction.

Cleared Options

In the case of cleared options, in order to secure the obligation to deliver the underlying\n asset in the case of a call option, the writer of a call option is required to deposit in escrow\n the underlying asset or other assets in accordance with the rules of the Options Clearing Corporation (the “OCC”), a clearing agency created to interpose itself between buyers and sellers of options. The OCC assumes\n the other side of every purchase and sale transaction on an exchange and, by doing so, guarantees performance\n by the other side of the transaction. Pursuant to relevant regulatory requirements, the Fund is required\n to agree in writing to be bound by the rules of the OCC. The principal reason for the Fund to write call options\n on assets held by the Fund is to attempt to realize, through the receipt of premiums, a greater return than\n would be realized on the underlying assets alone.

If the Fund that writes an option wishes to terminate the Fund’s obligation, the Fund may effect a “closing purchase transaction.” The Fund accomplishes this by buying an option of the same series as the option previously written by the Fund. The effect of the purchase is that the writer’s position will be canceled by the OCC. However, a writer may not effect a closing purchase transaction after\n the writer has been notified of the exercise of an option. Likewise, the Fund which is the holder of an option\n may liquidate its position by effecting a “closing sale transaction.” The Fund accomplishes this by selling an option of the same series as the option previously purchased by the Fund. There is no guarantee that either a closing\n purchase or a closing sale transaction can be effected. If any call or put option is not exercised or sold,\n the option will become worthless on its expiration date. The Fund will realize a gain (or a loss) on a closing\n purchase transaction with respect to a call or a put option previously written by the Fund if the premium,\n plus commission costs, paid by the Fund to purchase the call or put option to close the transaction is less\n (or greater) than the premium, less commission costs, received by the Fund on the sale of the call or the\n put option. The Fund also will realize a gain if a call or put option which the Fund has written lapses unexercised,\n because the Fund would retain the premium.

Although certain securities exchanges attempt to provide continuously liquid markets\n in which holders and writers of options can close out their positions at any time prior to\n the expiration of the option, no assurance can be given that a market will exist at all times for all outstanding options\n purchased or sold by the Fund. If an options market were to become unavailable, the Fund would be unable\n to realize its profits or limit its losses until the Fund could exercise options it holds, and the Fund would\n remain obligated until options it wrote were exercised or expired. Reasons for the absence of liquid secondary\n market on an exchange include the following: (i) there may be insufficient trading interest in\n certain options; (ii) restrictions may be imposed by an exchange on opening or closing transactions or both; (iii) trading\n halts, suspensions or other restrictions may be imposed with respect to particular classes or series of\n options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities\n of an exchange or the OCC may not at all times be adequate to handle current trading volume; or (vi)\n one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to\n discontinue the trading of options (or a particular class or series of options) and those options would cease\n to exist, although outstanding

options on that exchange that had been issued by the OCC as a result of trades on\n that exchange would continue to be exercisable in accordance with their terms.

Options Position Limits

Securities self-regulatory organizations (e.g., the exchanges and FINRA) have established\n limitations governing the maximum number of call or put options of certain types that may be bought\n or written (sold) by a single investor, whether acting alone or in concert with others. These position\n limits may restrict the number of listed options which the Fund may buy or sell. While the Fund is not directly\n subject to these rules, as a result of rules applicable to the broker-dealers with whom the Fund transacts\n in options, it is required to agree in writing to be bound by relevant position limits.

Index Options

Index options are subject to substantial risks, including the risk of imperfect correlation\n between the option price and the value of the underlying assets composing the index selected,\n the possibility of an illiquid market for the option or the inability of counterparties to perform. Because the value\n of an index option depends upon movements in the level of the index rather than the price of a particular\n asset, whether the Fund will realize a gain or loss from the purchase or writing (sale) of options on an index\n depends upon movements in the level of prices for specific underlying assets generally or, in the case of\n certain indexes, in an industry or market segment.

SWAPS

General

The Fund may enter into swaps and other derivatives to gain exposure to an underlying\n asset without actually purchasing such asset, or to hedge a position including in circumstances\n in which direct investment is restricted, impossible, or is otherwise impracticable. Swaps are two-party\n contracts entered into primarily by institutional investors for periods ranging from a day to more than one\n year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on a particular pre-determined interest rate, commodity, security, indexes,\n or other assets or measurable indicators. The gross return to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount,” e.g., the return on, or the increase/decrease in, value of a particular dollar amount invested in a “basket” of securities or an ETF representing a particular index or group of securities.

The Fund may enter into swaps to invest in a market without owning or taking physical\n custody of securities. For example, in one common type of total return swap, the Fund’s counterparty will agree to pay the Fund the rate at which the specified asset or indicator (e.g., an ETF, or securities comprising a benchmark index, plus the dividends or interest that would have been received on those assets)\n increased in value multiplied by the relevant notional amount of the swap. The Fund will agree to pay\n to the counterparty an interest fee (based on the notional amount) and the rate at which the specified asset\n or indicator decreased in value multiplied by the notional amount of the swap, plus, in certain instances, commissions\n or trading spreads on the notional amount.

As a result, the swap has a similar economic effect as if the Fund were to invest\n in the assets underlying the swap in an amount equal to the notional amount of the swap. The return\n to the Fund on such swap should be the gain or loss on the notional amount plus dividends or interest\n on the assets less the interest paid by the Fund on the notional amount. However, unlike cash investments\n in the underlying assets, the Fund will not be an owner of the underlying assets and will not have voting or\n similar rights in respect of such assets.

As a trading technique, ProShare Advisors may substitute physical securities with\n a swap having investment characteristics substantially similar to the underlying securities. The\n Fund may also enter into swaps that provide the opposite return of their benchmark or a security. Their operations\n are similar to that of

the swaps discussed above except that the counterparty pays interest to the Fund on\n the notional amount outstanding and that dividends or interest on the underlying instruments reduce the\n value of the swap, plus, in certain instances, the Fund will agree to pay to the counterparty commissions or trading\n spreads on the notional amount. These amounts are often netted with any unrealized gain or loss to\n determine the value of the swap.

The use of swaps is a highly specialized activity which involves investment techniques\n and risks in addition to, and in some cases different from, those associated with ordinary portfolio\n securities transactions. The primary risks associated with the use of swaps are mispricing or improper valuation,\n imperfect correlation between movements in the notional amount and the price of the underlying investments,\n and the failure of a counterparty to perform. If a counterparty’s creditworthiness for an over-the-counter swap declines, the value of the swap would likely decline. Moreover, there is no guarantee that the Fund could\n eliminate its exposure under an outstanding swap by entering into an offsetting swap with the same or another\n party. In addition, the Fund may use a combination of swaps on an underlying index and swaps on an ETF that\n is designed to track the performance of that index. The performance of an ETF may deviate from the performance\n of its underlying index due to embedded costs and other factors. Thus, to the extent the\n Fund invests in swaps that use an ETF as the reference asset, that Fund may be subject to greater correlation\n risk and may not achieve as high a degree of correlation with its index as it would if the Fund used only swaps\n on the underlying index.

ProShare Advisors, under the supervision of the Board, is responsible for determining\n and monitoring the liquidity of the Fund’s transactions in swaps.

Common Types of Swaps

The Fund may enter into any of several types of swaps, including:

Total Return Swaps. Total return swaps may be used either as economically similar substitutes for owning the reference asset specified in the swap, such as the securities that comprise\n a given market index, particular securities or commodities, or other assets or indicators. They also may\n be used as a means of obtaining exposure in markets where the reference asset is unavailable or it may otherwise\n be impossible or impracticable for the Fund to own that asset. “Total return” refers to the payment (or receipt) of the total return on the underlying reference asset, which is then exchanged for the receipt\n (or payment) of an interest rate. Total return swaps provide the Fund with the additional flexibility of gaining\n exposure to a market or sector index in a potentially more economical way.

Interest Rate Swaps. Interest rate swaps, in their most basic form, involve the exchange by the Fund with another party of their respective commitments to pay or receive interest. For\n example, the Fund might exchange its right to receive certain floating rate payments in exchange for another party’s right to receive fixed rate payments. Interest rate swaps can take a variety of other forms, such as\n agreements to pay the net differences between two different interest indexes or rates. Despite their differences\n in form, the function of interest rate swaps is generally the same: to increase or decrease the Fund’s exposure to long- or short-term interest rates. For example, the Fund may enter into an interest rate swap to preserve\n a return or spread on a particular investment or a portion of its portfolio or to protect against any increase\n in the price of securities the Fund anticipates purchasing at a later date.

Credit Default Swaps (“CDS”): A CDS generally references one or more debt securities or reference entities. The protection “buyer” in a CDS is generally obligated to pay the protection “seller” an upfront or a periodic stream of payments over the term of the contract until a credit event, such\n as a default in payments of interest or principal on bonds, has occurred in respect of the reference entity\n or assets. If a credit event occurs, the seller generally must pay the buyer: (a) the full notional value of the\n swap; or (b) the difference between the notional value of the defaulted reference entity and the recovery price/rate\n for the defaulted reference entity. CDS are designed to reflect changes in credit quality, including\n events of default.

Other Swaps. Other forms of swaps that the Fund may enter into include: interest rate caps, under\n which, in return for a premium, one party agrees to make payments to the other to\n the extent that interest rates exceed a specified rate, or “cap”; interest rate floors, under which, in return for a premium, one party

agrees to make payments to the other to the extent that interest rates fall below a specified level, or “floor”; and interest rate collars, under which a party sells a cap and purchases a floor or\n vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum\n levels.

Mechanics of the Fund’s Swaps

Payments. Most swaps entered into by the Fund (but generally not CDS) calculate and settle\n the obligations of the parties to the agreement on a “net basis” with a single payment. Consequently, the Fund’s current obligations (or rights) under a swap will generally be equal only to the net\n amount to be paid or received under the agreement based on the relative values of the positions held by\n each party to the agreement (the “net amount”). Other swaps, such as CDS, may require initial premium (discount) payments as well as periodic payments (receipts) related to the interest leg of the swap or to the default\n of the reference entity.

The Fund’s current obligations under most swaps (e.g., total return swaps, equity/index swaps, interest rate swaps) will be accrued daily (offset against any amounts owed to the\n Fund by the counterparty to the swap). However, typically no payments will be made until the settlement date.

Swaps that cannot be terminated in the ordinary course of business within seven days\n at approximately the amount the Fund has valued the asset may be considered to be illiquid\n for purposes of the Fund’s illiquid investment limitations.

Counterparty Credit Risk. The Fund will not enter into any uncleared swap (i.e., not cleared by a central counterparty) unless ProShare Advisors believes that the other party to the\n transaction is creditworthy. The counterparty to an uncleared swap will typically be a major global financial institution.\n The Fund will be subject to credit risk with respect to the counterparties with which the Fund enters\n into derivatives contracts and other transactions such as repurchase agreements or reverse repurchase agreements. The Fund’s ability to profit from these types of investments and transactions will depend on the willingness\n and ability of its counterparty to perform its obligations. If a counterparty fails to meet its contractual\n obligations, the Fund may be unable to terminate or realize any gain on the investment or transaction, resulting\n in a loss to the Fund. The Fund may experience significant delays in obtaining any recovery in an insolvency,\n bankruptcy, or other reorganization proceeding involving its counterparty (including recovery of\n any collateral posted by it) and may obtain only a limited recovery or may obtain no recovery in such circumstances.\n If the Fund holds collateral posted by its counterparty, it may be delayed or prevented from realizing\n on the collateral in the event of a bankruptcy or insolvency proceeding relating to the counterparty. Under\n applicable law or contractual provisions, including if the Fund enters into an investment or transaction\n with a financial institution and such financial institution (or an affiliate of the financial institution)\n experiences financial difficulties, the Fund may in certain situations be prevented or delayed from exercising\n its rights to terminate the investment or transaction, or to realize on any collateral, and may result in\n the suspension of payment and delivery obligations of the parties under such investment or transactions or in another\n institution being substituted for that financial institution without the consent of the Fund. Further,\n the Fund may be subject to “bail-in” risk under applicable law whereby, if required by the financial institution’s authority, the financial institution’s liabilities could be written down, eliminated or converted into equity or an alternative instrument of ownership. A bail-in of a financial institution may result in a reduction in value\n of some or all of its securities and, if the Fund holds such securities or has entered into a transaction\n with such a financial security when a bail-in occurs, such Fund may also be similarly impacted.

Upon entering into a cleared swap, the Fund is required to deposit with its FCM an\n amount of cash or cash equivalents equal to a small percentage of the notional amount (this amount\n is subject to change by the FCM or clearing house through which the trade is cleared). This amount, known as “initial margin,” is in the nature of a performance bond or good faith deposit on the cleared swap and is\n returned to the Fund upon termination of the swap, assuming all contractual obligations have been satisfied.\n Subsequent payments, known as “variation margin” to and from the broker will be made daily as the price of the swap fluctuates, making the long and short position in the swap contract more or less valuable, a process\n known as “marking-to-market.” The premium (discount) payments are built into the daily price of the swap and thus are

amortized through the variation margin. The variation margin payment also includes\n the daily portion of the periodic payment stream.

A party to a cleared swap is subject to the credit risk of the clearing house and\n the FCM through which it holds its position. Credit risk of market participants with respect to cleared\n swaps is concentrated in a few clearing houses, and it is not clear how an insolvency proceeding of a clearing\n house would be conducted and what impact an insolvency of a clearing house would have on the financial system.\n An FCM is generally obligated to segregate all funds received from customers with respect to cleared swap\n positions from the FCM’s proprietary assets. However, all funds and other property received by an FCM from its customers are generally held by the FCM on a commingled basis in an omnibus account, and the FCM\n may invest those funds in certain instruments permitted under the applicable regulations. The assets\n of the Fund might not be fully protected in the event of the bankruptcy of the Fund’s FCM, because the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the FCM’s customers for a relevant account class. Also, the FCM is required to transfer to the clearing house\n the amount of margin required by the clearing house for cleared swaps positions, which amounts are generally\n held in an omnibus account at the clearing house for all customers of the FCM. Regulations promulgated\n by the CFTC require that the FCM notify the clearing house of the amount of initial margin provided by\n the FCM to the clearing house that is attributable to each customer. However, if the FCM does not provide\n accurate reporting, the Fund is subject to the risk that a clearing house will use the Fund’s assets held in an omnibus account at the clearing house to satisfy payment obligations of a defaulting customer of the clearing\n member to the clearing house. In addition, if an FCM does not comply with the applicable regulations or its\n agreement with the Fund, or in the event of fraud or misappropriation of customer assets by an FCM, the Fund\n could have only an unsecured creditor claim in an insolvency of the FCM with respect to the margin held\n by the FCM.

Termination and Default Risk. Certain of the Fund’s swap agreements contain termination provisions that, among other things, require the Fund to maintain a pre-determined level of net\n assets, and/or provide limits regarding the decline of the Fund’s net asset value over specific periods of time, which may or may not be exclusive of redemptions. If the Fund were to trigger such provisions and have\n open derivative positions, at that time counterparties to the swaps could elect to terminate such agreements and\n request immediate payment in an amount equal to the net liability positions, if any, under the relevant agreement.

Regulatory Margin

In recent years, regulators across the globe, including the SEC, the CFTC and the\n U.S. banking regulators, have adopted margin requirements applicable to uncleared swaps. Uncleared\n swaps between the Fund and its counterparty are required to be marked-to-market on a daily basis, and\n collateral is required to be exchanged to account for any changes in the value of such swaps. The rules impose\n a number of requirements as to these exchanges of margin, including as to the timing of transfers, the type\n of collateral (and valuations for such collateral) and other matters that may be different than what the Fund would\n agree with its counterparty in the absence of such regulation. In all events, where the Fund is required\n to post collateral to its swap counterparty, such collateral will be posted to an independent bank custodian,\n where access to the collateral by the swap counterparty will generally not be permitted unless the relevant\n Fund is in default on its obligations to the swap counterparty.

In addition to the variation margin requirements, regulators have adopted “initial” margin requirements applicable to uncleared swaps. Where applicable, these rules require\n parties to an uncleared swap to post, to a custodian that is independent from the parties to the swap, collateral (in addition to any “variation margin” collateral noted above) in an amount that is either (i) specified in a schedule in the rules or (ii) calculated by the regulated party in accordance with a model that has been approved by that party’s regulator(s). From time to time, the initial margin rules may apply to certain Funds’ swap trading relationships. In the event that the rules apply to a Fund, they would impose significant\n costs on such the Fund’s ability to engage in uncleared swaps and, as such, could adversely affect ProShare Advisors’ ability to manage the Fund, may impair the Fund’s ability to achieve its investment objective and/or may result in reduced returns to the Fund’s investors.

Risks of Government Regulation of Derivatives

It is possible that government regulation of various types of derivative instruments,\n including futures and swap agreements, may limit or prevent the Fund from using such instruments as\n a part of its investment strategy, and could ultimately prevent the Fund from being able to achieve its investment\n objective. It is impossible to predict fully the effects of legislation and regulation in this area,\n but the effects could be substantial and adverse.

The regulation of derivatives markets in the U.S., the European Union (“E.U.”), the United Kingdom (“U.K.”) and other jurisdictions is an evolving area of law and continues to be subject to modification by government and judicial action. Legislative and regulatory reforms, including the\n Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), have resulted in increased regulation of derivatives, including clearing, margin, trade execution, reporting, recordkeeping\n and registration requirements. Derivatives regulations could, among other things, restrict the Fund’s ability to engage in swap transactions (for example, by making certain types of swap transactions no longer available to\n the Fund) and/or increase the costs of such swap transactions (for example, by increasing margin or capital\n requirements), and the Fund may as a result be unable to execute its investment strategies in a manner that ProShare\n Advisors might otherwise choose. There is a possibility of future regulatory changes altering, perhaps\n to a material extent, the nature of an investment in the Fund or the ability of the Fund to continue to implement\n its investment strategies.

Also, as described above, in the event of a counterparty’s (or its affiliate’s) insolvency, the Fund’s ability to exercise remedies could be stayed or eliminated under special resolution\n regimes adopted in the United States, the EU, the U.K. and various other jurisdictions. Such regimes provide\n government authorities with broad authority to intervene when a financial institution is experiencing financial\n difficulty and may prohibit the Fund from exercising termination rights based on the financial institution’s insolvency. In particular, in the EU and the U.K., governmental authorities could reduce, eliminate\n or convert to equity the liabilities to the Fund of a counterparty experiencing financial difficulties (sometimes referred to as a “bail in”).

In addition, Rule 18f-4 under the 1940 Act provides for the regulation of registered\n investment companies’ use of derivatives and certain related instruments. The rule, among other things, limits derivatives exposure through one of two value-at-risk tests (with an exception for certain funds\n that were in operation as of October 28, 2020 and that seek an investment result above 200% of the return (or\n inverse of the return) of an underlying index, including those that seek daily investment results, before fees\n and expenses, that correspond to three times (3x) or three times the inverse (-3x) of the daily performance\n of an index).

These and future rules and regulations could, among other things, further restrict the Fund’s ability to engage in, or increase the cost to the Fund of, derivatives transactions, for example,\n by making some types of derivatives no longer available to the Fund, increasing margin or capital requirements,\n or otherwise limiting liquidity or increasing transaction costs. The implementation of the clearing requirement\n for certain swaps has increased the costs of derivatives transactions for the Fund, since the Fund has to\n pay fees to their clearing members and are typically required to post more margin for cleared derivatives than\n they have historically posted for bilateral derivatives. The costs of derivatives transactions may increase\n further as clearing members raise their fees to cover the costs of additional capital requirements and other regulatory\n changes applicable to the clearing members. The full impact of these regulations on the Fund and the financial\n system are not yet known. While the regulations and central clearing of some derivatives transactions\n are designed to reduce systemic risk (i.e., the risk that the interdependence of large derivatives dealers could cause them\n to suffer liquidity, solvency or other challenges simultaneously), there is no assurance that\n the mechanisms imposed under the regulations will achieve that result, and in the meantime, as noted above,\n central clearing, minimum margin requirements and related requirements expose the Fund to different kinds of\n risks and costs.

foreclosure action, exercise other default rights or restrict transfers of credit\n support in the event that the counterparty and/or its affiliates are subject to certain types of resolution or insolvency\n proceedings. It is possible that these requirements, as well as potential additional government regulation\n and other developments in the market, could adversely affect the Fund’s ability to terminate existing repurchase agreements and purchase and sale contracts or to realize amounts to be received under such agreements.

BORROWING

The Fund may borrow money for cash management purposes or investment purposes. Borrowing\n for investment is a form of leverage. Leveraging investments, by purchasing securities\n with borrowed money, is a speculative technique which increases investment risk, but also increases investment\n opportunity. Because substantially all of the Fund’s assets will fluctuate in value, whereas the interest obligations on borrowings may be fixed, the NAV per share of the Fund will fluctuate more when the Fund is leveraging\n its investments than would otherwise be the case. Moreover, interest costs on borrowings may fluctuate\n with changing market rates of interest and may partially offset or exceed the returns on the borrowed funds.\n Under adverse conditions, the Fund might have to sell portfolio securities to meet interest or principal\n payments at a time when investment considerations would not favor such sales. Consistent with the requirements\n of the 1940 Act, the Fund must maintain continuous asset coverage (total assets, including assets acquired\n with borrowed funds, less liabilities exclusive of borrowings) of 300% of all amounts borrowed.\n If at any time the value of the Fund’s assets should fail to meet this 300% coverage test, the Fund, within three days (not including weekends and holidays), will reduce the amount of the Fund’s borrowings to the extent necessary to meet this 300% coverage requirement. Maintenance of this percentage limitation may result in\n the sale of portfolio securities at a time when investment considerations would not favor such sale. In\n addition to the foregoing, the Fund is authorized to borrow money as a temporary measure for extraordinary or\n emergency purposes in amounts not in excess of 5% of the value of the Fund’s total assets. This borrowing is not subject to the foregoing 300% asset coverage requirement. The Fund is authorized to pledge portfolio\n securities as ProShare Advisors deems appropriate in connection with any borrowings.

In addition, the Fund may engage in certain derivatives transactions that have economic\n characteristics similar to leverage. Subject to compliance with the conditions of\n Rule 18f-4 under the 1940 Act, the Fund’s obligations under such transactions will not be considered indebtedness for purposes of computing asset coverage.

Under Rule 18f-4, other than for certain leveraged/inverse funds, the Fund’s trading of derivatives and other transactions that create future payment or delivery obligations, if any,\n is subject to value-at-risk (“VaR”) leverage limits and derivatives risk management program and reporting requirements, unless the Fund satisfies a “limited derivatives users” exception. Leveraged/inverse funds that were in operation as of October 28, 2020 and seek an investment result above 200% of the return (or inverse\n of the return) of an underlying index are not subject to the VaR leverage limits, provided such a fund\n satisfies certain additional conditions. Under the rule, when the Fund trades reverse repurchase agreements or\n similar financing transactions, including certain tender option bonds, it needs to aggregate the amount\n of indebtedness associated with the reverse repurchase agreements or similar financing transactions\n with the aggregate amount of any other senior securities representing indebtedness when calculating the Fund’s asset coverage ratio or treat all such transactions as derivatives transactions. Reverse repurchase agreements\n or similar financing transactions aggregated with other indebtedness do not need to be included in the\n calculation of whether the Fund satisfies the limited derivatives users exception, but for funds subject to the\n VaR testing requirement, reverse repurchase agreements and similar financing transactions must be included\n for purposes of such testing whether treated as derivatives transactions or not. The SEC also provided guidance\n in connection with the rule regarding the use of securities lending collateral that may limit the Fund’s securities lending activities. In addition, under the rule, the Fund is permitted to invest in a security on a when-issued\n or forward-settling basis, or with a non-standard settlement cycle, and the transaction will be deemed\n not to involve a senior security (as defined under Section 18(g) of the 1940 Act), provided that, (i) the\n Fund intends to physically settle the transaction and (ii) the transaction will settle within 35 days of its trade date (the “Delayed-Settlement Securities Provision”). The Fund may otherwise engage in when-issued, forward-settling and

non-standard settlement cycle securities transactions that do not meet the conditions\n of the Delayed-Settlement Securities Provision so long as the Fund treats any such transaction as a “derivatives transaction” for purposes of compliance with the rule. Furthermore, under the rule, the Fund is permitted to\n enter into an unfunded commitment agreement, and such unfunded commitment agreement will not be subject to\n the asset coverage requirements under the 1940 Act, if the Fund reasonably believes, at the time it enters\n into such agreement, that it will have sufficient cash and cash equivalents to meet its obligations with\n respect to all such agreements as they come due.

TRACKING AND CORRELATION

Several factors may affect the Fund’s ability to achieve a high degree of correlation with its Underlying Security. Among these factors are: (i) the Fund’s fees and expenses, including brokerage (which may be increased by high portfolio turnover) and the costs associated with the use\n of derivatives; (ii) an imperfect correlation between the performance of instruments held by the Fund, such\n as swaps, and the performance of the Underlying Security; (iii) bid-ask spreads (the effect of which may be increased by portfolio turnover); (iv) holding instruments traded in a market that has become illiquid\n or disrupted; (v) the Fund’s share prices being rounded to the nearest cent; (vi) the need to conform the Fund’s portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements;\n (vii) limit-up or limit-down trading halts on options or futures contracts which may prevent the Fund\n from purchasing or selling options or futures contracts; (viii) early and unanticipated closings of the\n markets on which the holdings of the Fund trade, resulting in the inability of the Fund to execute intended\n portfolio transactions; and (ix) fluctuations in currency exchange rates.

Also, because the Fund engages in daily rebalancing to position its portfolio so that\n its exposure to its Underlying Security is consistent with the Fund’s daily investment objective, disparities between estimated and actual purchases and redemptions of the Fund may cause the Fund to be under- or\n overexposed to its Underlying Security. This may result in greater tracking and correlation error.

Furthermore, the Fund has an investment objective to seek daily investment results,\n before fees and expenses, that correspond to the performance of the multiple (e.g., 2x) of the daily\n performance of an Underlying Security for a single day, not for any other period. A “single day” is measured from the time the Fund calculates its NAV to the time of the Fund’s next NAV calculation. A Fund is subject to the correlation risks described above. In addition, while a close correlation of a Fund to its Underlying Security may be achieved on any single day, the Fund’s performance for any other period is the result of its return for each day compounded over the period. This usually will differ in amount and possibly even\n direction from the multiple (e.g., 2x) of the daily return of the Fund’s Underlying Security for the same period, before accounting for fees and expenses, as further described in the Prospectus and below.

CASH RESERVES

In seeking to achieve its investment objective, as a cash reserve, for liquidity purposes,\n or as cover for positions it has taken, the Fund may invest all or part of its assets in cash\n or cash equivalents, which include, but are not limited to, short-term money market instruments, U.S. government\n securities, certificates of deposit, bankers acceptances, or repurchase agreements secured by U.S. government\n securities.

REPURCHASE AGREEMENTS

major global financial institutions. The creditworthiness of each of the firms that\n is a party to a repurchase agreement with the Fund will be monitored by ProShare Advisors. In addition, the value\n of the collateral underlying the repurchase agreement will always be at least equal to the repurchase\n price, including any accrued interest earned on the repurchase agreement. In the event of a default or\n bankruptcy by a selling financial institution, the Fund will seek to liquidate such collateral which could\n involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to\n repurchase were less than the repurchase price, the Fund could suffer a loss. The Fund also may experience difficulties\n and incur certain costs in exercising its rights to the collateral and may lose the interest the Fund\n expected to receive under the repurchase agreement. Repurchase agreements usually are for short periods, such as\n one week or less, but may be longer. It is the current policy of the Fund not to invest in repurchase agreements\n that do not mature within seven days if any such investment, together with any other illiquid assets held by\n the Fund, amounts to more than 15% of the Fund’s total net assets. The investments of the Fund in repurchase agreements at times may be substantial when, in the view of ProShare Advisors, liquidity, investment, regulatory,\n or other considerations so warrant.

Regulations adopted by global prudential regulators require certain bank-regulated\n counterparties and certain of their affiliates to include in certain financial contracts, including many\n repurchase agreements, terms that delay or restrict the rights of counterparties, such as a Fund, to terminate\n such agreements, take foreclosure action, exercise other default rights or restrict transfers of credit\n support in the event that the counterparty and/or its affiliates are subject to certain types of resolution or insolvency\n proceedings. It is possible that these requirements, as well as potential additional government regulation\n and other developments in the market, could adversely affect a Fund’s ability to terminate existing repurchase agreements and purchase and sale contracts or to realize amounts to be received under such agreements.

In December 2023, the SEC adopted rule amendments providing that any covered clearing\n agency (“CCA”) for U.S. Treasury securities require its direct participants (which generally would be a bank or broker-dealer) to submit for clearance and settlement all eligible secondary market\n transactions in U.S. Treasury securities to which the direct participant is a counterparty. The clearing\n mandate includes in its scope all repurchase or reverse repurchase agreements of such direct participants\n collateralized by U.S. Treasury securities (collectively, “Treasury repo transactions”) of a type accepted for clearing by a registered CCA, including both bilateral Treasury repo transactions and triparty Treasury\n repo transactions where a bank agent provides custody, collateral management and settlement services.

The Treasury repo transactions of registered funds with any direct participants of\n a CCA will be subject to the mandatory clearing requirement.

Market participants, absent an exemption, will be required to clear Treasury repo\n transactions under the rule as of June 30, 2027. The clearing mandate is expected to result in a Fund\n being required to clear all or substantially all of its Treasury repo transactions as of the compliance date,\n and the Fund may incur costs in connection with entering into new agreements (or amending existing agreements)\n with direct participants of a CCA and potentially other market participants and taking other actions to comply\n with the new requirements. In addition, upon the compliance date taking effect, the costs and benefits\n of entering into repurchase transactions involving U.S. Treasuries to a Fund may be impacted as compared\n to repurchase transactions involving U.S. Treasuries a Fund may enter prior to the compliance date.

REVERSE REPURCHASE AGREEMENTS

The Fund may enter into reverse repurchase agreements as part of its investment strategy,\n which may be viewed as a form of borrowing. Reverse repurchase agreements involve sales\n by the Fund of portfolio assets for cash concurrently with an agreement by the Fund to repurchase those same\n assets at a later date at a fixed price. Generally, the effect of such a transaction is that the Fund can recover\n all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase\n agreement, while the Fund will be able to keep the interest income associated with those portfolio securities.\n Such transactions are advantageous only if the interest cost to the Fund of the reverse repurchase transaction\n is less than the cost of

obtaining the cash otherwise. Opportunities to achieve this advantage may not always\n be available, and the Fund intends to use the reverse repurchase technique only when it will be to the Fund’s advantage to do so.

As discussed above, the SEC has finalized new rules with the effect of requiring the\n central clearing of certain repurchase transactions involving U.S. Treasuries. Historically, such transactions\n have not been required to be cleared and voluntary clearing of such transactions has generally been\n limited.

In addition, as discussed above, the SEC has adopted Rule 18f-4 under the 1940 Act\n providing for the regulation of registered investment companies’ use of certain derivatives and certain related instruments (e.g., reverse repurchase agreements). Pursuant to the rule, whenever the Fund enters\n into a reverse repurchase agreement, it will either: (i) be consistent with Section 18 of the Act and maintain\n asset coverage of at least 300% of the value of the repurchase agreement; or (ii) treat the reverse repurchase\n agreement as a derivatives transaction for purposes of Rule 18f-4, including, as applicable, the value-at-risk-based\n limit on leverage risk.

SECURITIES LENDING

The Fund may lend securities to brokers, dealers and financial organizations in exchange\n for collateral in the amount of at least 102% of the value of U.S. dollar-denominated\n securities loaned or at least 105% of the value of non-U.S. dollar-denominated securities loaned, marked to market\n daily. Each loan will be secured continuously by collateral in the form of cash, Money Market Instruments\n or U.S. Government securities. When the Fund lends its securities, it continues to receive payments equal\n to the dividends and interest paid on the securities loaned and simultaneously may earn interest on the\n reinvestment of the cash collateral. Any cash collateral received by the Fund in connection with these loans\n may be reinvested in a variety of short-term investments. The Fund may incur fees and expenses in connection\n with the reinvestment of cash collateral. For loans collateralized by cash, borrowers may be entitled to\n receive a fee based on the amount of collateral. The Fund is typically compensated by the difference between\n the amount earned on the reinvestment of cash collateral and any fees paid to the borrower. Although voting\n and other rights attendant to securities on loan pass to the borrower, such loans may be recalled so that the\n securities may be voted by the Fund if a material event affecting the Fund’s investment in the securities on loan is to occur. Loans are subject to termination by the Fund or the borrower at any time. Not all Funds may\n participate in securities lending at any given time. No securities loan shall be made on behalf of the Fund\n if, as a result, the aggregate value of all securities loaned by the particular Fund exceeds one-third of the value of such Fund’s total assets (including the value of the collateral received).

Securities lending involves exposure to certain risks, including “gap” risk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and any fees the Fund\n has agreed to pay a borrower), operational risk (i.e., the risk of losses resulting from problems in the settlement and the accounting process), legal, counterparty and credit risk. If a securities lending\n counterparty were to default, the Fund would be subject to the risk of a possible delay in receiving collateral or in\n recovering the loaned securities, or to a possible loss of rights in the collateral. In the event a borrower does not return the Fund’s securities as agreed, the Fund may experience losses if the proceeds received from\n liquidating the collateral do not at least equal the value of the loaned security at the time the collateral is\n liquidated, plus the transaction costs incurred in purchasing replacement securities. This event could trigger adverse\n tax consequences for the Fund. The investment of cash collateral deposited by the borrower is subject to inherent\n market risks such as interest rate risk, credit risk, liquidity risk, and other risks that are present\n in the market. The Fund could lose money if its short-term reinvestment of the collateral declines in value over the\n period of the loan.

The SEC has adopted reporting requirements for securities loans which include the\n public dissemination of certain information about such loans. These reporting requirements\n may negatively impact the Fund’s ability to execute certain of its investment strategies.

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

The Fund, from time to time, in the ordinary course of business, may (subject in some\n cases to certain regulatory requirements) purchase securities on a when-issued or delayed-delivery\n basis (i.e., delivery and payment can take place a number of days after the date of the transaction). These\n securities are subject to market fluctuations and no interest accrues to the purchaser during this period. At\n the time the Fund makes the commitment to purchase securities on a when-issued or delayed-delivery basis,\n the Fund will record the transaction and thereafter reflect the value of the securities, each day, in determining the Fund’s NAV. At the time of delivery of the securities, the value of the securities may be more or less\n than the purchase price.

ILLIQUID SECURITIES

The Fund may purchase illiquid securities, including securities that are not readily\n marketable and securities that are not registered (“restricted securities”) under the 1933 Act, but which can be sold to qualified institutional buyers under Rule 144A under the 1933 Act. The Fund will not\n invest more than 15% of the Fund’s net assets in illiquid securities. Securities generally will be considered “illiquid” if the Fund reasonably expects the security cannot be sold or disposed of in current market conditions\n in seven calendar days or less without the sale or disposition significantly changing the market value\n of the security. Under the current guidelines of the staff of the SEC, illiquid securities also are considered\n to include, among other securities, purchased OTC options, certain cover for OTC options, repurchase agreements\n with maturities in excess of seven days, and certain securities whose disposition is restricted under\n the federal securities laws. The Fund may not be able to sell illiquid securities when ProShare Advisors considers\n it desirable to do so or may have to sell such securities at a price that is lower than the price that could\n be obtained if the securities were more liquid. In addition, the sale of illiquid securities also may require more\n time and may result in higher dealer discounts and other selling expenses than the sale of securities that\n are not illiquid. Illiquid securities may be more difficult to value due to the unavailability of reliable market\n quotations for such securities, and investments in illiquid securities may have an adverse impact on NAV.

The SEC has adopted Rule 22e-4 under the 1940 Act, which requires the Fund to adopt\n a liquidity risk management program to assess and manage its liquidity risk. Under its program,\n the Fund is required to classify its investments into specific liquidity categories and monitor compliance\n with limits on investments in illiquid securities. The Fund does not expect Rule 22e-4 to have a significant effect\n on investment operations. While the liquidity risk management program attempts to assess and manage liquidity\n risk, there is no guarantee it will be effective in its operations and it may not reduce the liquidity\n risk inherent in the Fund’s investments.

Institutional markets for restricted securities have developed as a result of the\n promulgation of Rule 144A under the 1933 Act, which provides a safe harbor from 1933 Act registration\n requirements for qualifying sales to institutional investors. When Rule 144A securities present an\n attractive investment opportunity and otherwise meet selection criteria, the Fund may make such investments.\n Whether or not such securities are illiquid depends on the market that exists for the particular security.\n The Board of Trustees has delegated this responsibility for determining the liquidity of Rule 144A restricted\n securities that may be invested in by the Fund to ProShare Advisors. It is not possible to predict with assurance\n exactly how the market for Rule 144A restricted securities or any other security will develop. A security\n that when purchased enjoyed a fair degree of marketability may subsequently become illiquid and, accordingly,\n a security that was deemed to be liquid at the time of acquisition may subsequently become illiquid. In\n such an event, appropriate remedies will be considered in order to minimize the effect on the Fund’s liquidity.

MANAGEMENT

conditions, and power outages resulting in telephone, telecopy, and computer failures;\n market conditions or activities causing trading halts; systems failures involving computer or other information\n systems affecting the aforementioned parties, as well as the DTC, the NSCC, or any other participant in\n the purchase process; and similar extraordinary events. Accordingly, while ProShare Advisors has implemented\n and tested a business continuity plan that transfers functions of any disrupted facility to another location\n and has effected a disaster recovery plan, circumstances, such as those above, may prevent the Fund from being\n operated in a manner consistent with its investment objective and/or principal investment strategies.

CYBERSECURITY

With the increased use of technologies such as the Internet, artificial intelligence\n technologies and the dependence on computer systems to perform necessary business functions, the Fund\n is susceptible to operational and information security risks. In general, cyber incidents can result\n from deliberate attacks or unintentional events and may arise from external or internal sources. Cyber attacks\n include, but are not limited to gaining unauthorized access to digital systems for purposes of misappropriating\n assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may\n also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service\n attacks on websites. Cybersecurity failures or breaches of the Advisor or the Fund’s third-party service provider (including, but not limited to, index providers, the custodian and any sub-custodian,\n the distributor, the administrator and transfer agent), counterparty or the issuers of securities in which\n the Fund invests, have the ability to cause disruptions and impact business operations, potentially resulting\n in financial losses, the inability of Fund shareholders to transact business, violations of applicable privacy\n and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs,\n and/or additional compliance costs. In addition, substantial costs may be incurred in order to prevent\n any cyber incidents in the future. The Fund and its shareholders could be negatively impacted as a result. While\n the Fund has established business continuity plans and systems to prevent such cyber attacks, there are inherent\n limitations in such plans and systems including the possibility that certain risks have not been identified\n and new risks may emerge in the future. The use of cloud-based service providers could heighten or change\n these risks. In addition, work-from-home arrangements by the Advisor or the Fund’s service providers could increase all of the above risks, create additional data and information accessibility concerns, and\n make the Advisor, the Fund or its service providers susceptible to operational disruptions, any of which could\n adversely impact their operations. Recently, geopolitical tensions may have increased the scale and sophistication\n of deliberate cybersecurity attacks, particularly those from nation-states or from entities with\n nation-state backing. Furthermore, the Fund cannot control the cybersecurity plans and systems, including\n artificial intelligence, put in place by issuers in which the Fund invests.

NON-DIVERSIFICATION

The Fund is a “non-diversified” series of the Trust. The Fund’s classification as a “non-diversified” investment company means that the proportion of the Fund’s assets that may be invested in the securities of a single issuer is not limited by the 1940 Act. Notwithstanding the Fund’s status as a “non-diversified” investment company under the 1940 Act, the Fund intends to qualify as a RIC accorded\n special tax treatment under the Code, which imposes its own diversification requirements that are less restrictive\n than the requirements applicable to the “diversified” investment companies under the 1940 Act. The Fund’s ability to pursue its investment strategy may be limited by that Fund’s intention to qualify as a RIC and its strategy may bear adversely on its ability to so qualify. For more details, see “Taxation” below. A relatively high percentage of the Fund’s assets may be invested in the securities of a limited number of issuers, primarily within the same economic sector. That Fund’s portfolio securities, therefore, may be more susceptible to any single economic, political, or regulatory occurrence than the portfolio securities of a more\n diversified investment company.

MARKET DISRUPTION AND GEOPOLITICAL RISK

War, terrorism, public health emergencies (such as the spread of infectious diseases,\n pandemics and epidemics), natural/environmental disasters, bank failures, market manipulations,\n economic uncertainty, and related geopolitical events, such as sanctions, tariffs, the imposition of exchange\n controls or other cross-border trade barriers, have led, and in the future may lead, to increased short-term market\n volatility and may have adverse long-term effects on U.S. and world economies and markets generally. For example,\n the U.S. has imposed economic sanctions, which consist of asset freezes, restrictions on dealings\n in debt and equity, and certain industry-specific restrictions. These sanctions, any additional sanctions\n or intergovernmental actions, or even the threat of further sanctions, may result in a decline of the value and liquidity\n of securities in affected countries, a weakening of the affected countries’ currencies or other adverse consequences to their respective economies. Sanctions impair the ability of the Fund to buy, sell, receive or deliver\n those securities and/or assets that are within the scope of the sanctions.

TRADE DISPUTES

Global economies are interdependent and may be adversely affected by trade disputes\n with key trading partners and escalating tariffs imposed on goods and services produced by\n such countries. To the extent a country engages in retaliatory tariffs, a company that relies on imported\n parts to produce its own goods may experience increased costs of production or reduced profitability, which\n may affect consumers, investors and the domestic economy. Trade disputes and retaliatory actions may include\n embargoes and other trade limitations, which may trigger a significant reduction in international trade\n and impact the global economy. Trade disputes may also lead to increased currency exchange rate volatility,\n which can adversely affect the prices of the Fund securities valued in U.S. dollars. Trade disputes could\n also negatively affect investor confidence in the markets generally and investment growth and could contribute\n to volatility or overall declines in the U.S. and global investment markets.

PORTFOLIO TURNOVER

The Fund’s portfolio turnover rate, to a great extent, will depend on the purchase, redemption and exchange activity of the Fund’s investors. The Fund’s portfolio turnover may vary from year to year, as well as within a year. The nature of the Fund may cause the Fund to experience substantial\n differences in brokerage commissions from year to year. The overall reasonableness of brokerage commissions\n is evaluated by ProShare Advisors based upon its knowledge of available information as to the general\n level of commissions paid by other institutional investors for comparable services. High portfolio\n turnover and correspondingly greater brokerage commissions depend, to a great extent, on the purchase,\n redemption, and exchange activity of the Fund’s investors, as well as the Fund’s investment objective and strategies. Consequently, it is difficult to estimate what the Fund’s actual portfolio turnover rate will be in the future. However, it is expected that the portfolio turnover experienced by the Fund from year\n to year, as well as within a year, may be substantial. A higher portfolio turnover rate would likely involve\n correspondingly greater brokerage commissions and transaction and other expenses that would be borne\n by the Fund. In addition, the Fund’s portfolio turnover level may adversely affect the ability of the Fund to achieve its investment objective. “Portfolio Turnover Rate” is defined under the rules of the SEC as the value of the securities purchased or securities sold, excluding all securities whose maturities\n at time of acquisition were one year or less, divided by the average monthly value of such securities owned during\n the year. Based on this definition, instruments with remaining maturities of less than one year, including\n swap agreements, options and futures contracts in which the Fund invests, are excluded from the calculation\n of Portfolio Turnover Rate for the Fund.

SPECIAL CONSIDERATIONS FOR A 2x DAILY OBJECTIVE FUND

To the extent discussed herein and in the 2x Fund’s Prospectus, the 2x Fund presents certain risks, some of which are further described below.

LEVERAGE

The 2x Fund intends to use, on a regular basis, leveraged investment techniques in\n pursuing its investment objective. Leverage exists when the Fund achieves the right to a return\n on a capital base that exceeds the Fund’s assets. Utilization of leverage involves special risks and should be considered to be speculative. Specifically, leverage creates the potential for greater gains to Fund\n shareholders during favorable market conditions and the risk of magnified losses during adverse market conditions.\n Leverage is likely to cause higher volatility of the NAVs of Fund Shares. Leverage may also involve the\n creation of a liability that does not entail any interest costs or the creation of a liability that requires the\n Fund to pay interest which would decrease the Fund’s total return to shareholders. If the Fund achieves its investment objectives, during adverse market conditions, shareholders should experience a loss greater than they\n would have incurred had the Fund not been leveraged.

Long Term Performance of a 2x Daily Objective Fund

The 2x Fund is designed to seek daily investment results, before fees and expenses,\n that correspond to (2x) the daily performance of an underlying asset (the “Underlying Security”). The 2x Fund does not seek to achieve (2x) the daily performance of the Underlying Security (its “Daily Target”) for any period other than a day. A “single day” is measured from the time the 2x Fund calculates its NAV to the time of the Fund’s next NAV calculation.

As a result of compounding, for periods greater than one day, the use of leverage\n tends to cause the performance of the 2x Fund to vary from the performance of its Underlying Security\n times the stated multiple in the Fund’s investment objective, before accounting for fees and expenses. Compounding affects all investments, but has a more significant impact on the 2x Fund. Four factors significantly\n affect how close daily compounded returns are to longer-term returns of the Underlying Security times the fund’s multiple: the length of the holding period, Underlying Security volatility, whether the multiple is positive, and its leverage level. Longer holding periods, higher Underlying Security volatility, and greater leverage each can lead to returns that differ in amount, and possibly even direction, from the 2x Fund’s stated multiple times the return of its Underlying Security. As the tables below show, particularly during periods\n of higher security volatility, compounding will cause longer term results to vary from the performance of its Underlying\n Security times the stated multiple in the Fund’s investment objective. This effect becomes more pronounced as volatility increases.

A Fund’s return for periods longer than one day is primarily a function of the following:

a) performance of the Underlying Security;

b) volatility of the Underlying Security;

c) period of time;

d) financing rates associated with obtaining leveraged exposure;

e) other Fund expenses;

f) dividends or interest paid with respect to the Underlying Security, if applicable;\n and

g) daily rebalancing of the underlying portfolio.

The fund performance for a 2x Fund can be estimated given any set of assumptions for\n the factors described above. The table that follows illustrate the impact of two factors, volatility\n and performance of the Underlying Security on a Fund. Volatility is a statistical measure of the magnitude\n of fluctuations in the returns of the Underlying Security and is calculated as the standard deviation of\n the natural logarithm of one plus the return of the Underlying Security (calculated daily), multiplied by the square\n root of the number of trading days per year (assumed to be 252). The tables show estimated Fund returns\n for a number of combinations of performance and volatility of the Underlying Security over the period.

Assumptions used in the table include: (a) no dividends paid with respect to the Underlying\n Security, if any; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged\n exposure) of zero percent. The borrowing/lending rates to obtain leveraged exposure are expected to be significant.\n If these were included the 2x Fund’s performance would be different from, and in some instances significantly lower than, that shown.

The following table illustrates the impact of the volatility and return of the Underlying\n Security on Fund returns for a one-year period based on the average first-year annualized volatility\n rate for large-, mid-, and small-cap companies that completed an IPO between September 30, 2021 and September 30, 2026. The average first-year annualized volatility rate for these companies was 77.06%. The\n highest first-year volatility rate among these companies was 348.74%. The average first-year total return performance\n for these companies was –28.24%. The lowest first-year total return performance for these companies was –99.97%. The historical volatility and performance of these companies in the first year following\n an IPO do not predict the future volatility and performance of the Underlying Security. Actual volatility and performance of the Underlying Security in the first year following its IPO could be substantially higher\n or lower. The IPO for the Underlying Security has not yet commenced.

The price of companies in the year following an IPO is historically highly volatile.\n Newly offered companies are often subject to extreme price volatility and speculative trading during\n and for a period of time after their IPO. Trading prices of the Underlying Security may experience significant\n volatility. Such volatility may persist. In light of this, you should carefully consider the significant negative\n impact of volatility on Fund returns and the potential for significant losses on your investment in the Fund, when\n considering whether to hold shares of the 2x Fund for longer periods.

Estimated Fund Return Over One Year When the Fund’s Investment Objective is to Seek Daily Investment Results, Before Fund Fees and Expenses and Leverage Costs, that Correspond\n to Two Times (2x) the Daily Performance of an Underlying Security.

\n\n

Underlying Security

\n\n

Performance

\n \n

\n\n

Two Times (2x)

\n\n

Underlying Security

\n\n

Performance

\n \n

\n\n

One Year Volatility Rate

\n \n

\n\n

\n \n

\n\n

25%

\n \n

\n\n

50%

\n \n

\n\n

75%

\n \n

\n\n

100%

\n \n

\n\n

150%

\n \n

\n\n

200%

\n \n

\n\n

250%

\n \n

\n\n

300%

\n \n

\n\n

350%

\n \n

\n\n

400%

\n \n

\n\n

-90%

\n \n \n

\n\n

-180%

\n \n \n

\n\n

-99.0%

\n \n \n

\n\n

-99.1%

\n \n \n

\n\n

-99.2%

\n \n \n

\n\n

-99.4%

\n \n \n

\n\n

-99.6%

\n \n \n

\n\n

-99.9%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-75%

\n \n \n

\n\n

-150%

\n \n \n

\n\n

-93.8%

\n \n \n

\n\n

-94.1%

\n \n \n

\n\n

-95.1%

\n \n \n

\n\n

-96.4%

\n \n \n

\n\n

-97.7%

\n \n \n

\n\n

-99.3%

\n \n \n

\n\n

-99.9%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-60%

\n \n \n

\n\n

-120%

\n \n \n

\n\n

-84.0%

\n \n \n

\n\n

-85.0%

\n \n \n

\n\n

-87.5%

\n \n \n

\n\n

-90.9%

\n \n \n

\n\n

-94.1%

\n \n \n

\n\n

-98.3%

\n \n \n

\n\n

-99.7%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-45%

\n \n \n

\n\n

-90%

\n \n \n

\n\n

-69.8%

\n \n \n

\n\n

-71.6%

\n \n \n

\n\n

-76.4%

\n \n \n

\n\n

-82.8%

\n \n \n

\n\n

-88.9%

\n \n \n

\n\n

-96.8%

\n \n \n

\n\n

-99.4%

\n \n \n

\n\n

-99.9%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-30%

\n \n \n

\n\n

-60%

\n \n \n

\n\n

-51.1%

\n \n \n

\n\n

-54.0%

\n \n \n

\n\n

-61.8%

\n \n \n

\n\n

-72.1%

\n \n \n

\n\n

-82.0%

\n \n \n

\n\n

-94.8%

\n \n \n

\n\n

-99.1%

\n \n \n

\n\n

-99.9%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-15%

\n \n \n

\n\n

-30%

\n \n \n

\n\n

-27.9%

\n \n \n

\n\n

-32.1%

\n \n \n

\n\n

-43.7%

\n \n \n

\n\n

-58.8%

\n \n \n

\n\n

-73.4%

\n \n \n

\n\n

-92.4%

\n \n \n

\n\n

-98.7%

\n \n \n

\n\n

-99.9%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

\n \n \n

\n\n

\n \n \n

\n\n

-0.2%

\n \n \n

\n\n

-6.1%

\n \n \n

\n\n

-22.1%

\n \n \n

\n\n

-43.0%

\n \n \n

\n\n

-63.2%

\n \n \n

\n\n

-89.5%

\n \n \n

\n\n

-98.2%

\n \n \n

\n\n

-99.8%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

15%

\n \n \n

\n\n

30%

\n \n \n

\n\n

31.9%

\n \n \n

\n\n

24.2%

\n \n \n

\n\n

3.0%

\n \n \n

\n\n

-24.6%

\n \n \n

\n\n

-51.3%

\n \n \n

\n\n

-86.1%

\n \n \n

\n\n

-97.6%

\n \n \n

\n\n

-99.7%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

30%

\n \n \n

\n\n

60%

\n \n \n

\n\n

68.6%

\n \n \n

\n\n

58.8%

\n \n \n

\n\n

31.6%

\n \n \n

\n\n

-3.7%

\n \n \n

\n\n

-37.8%

\n \n \n

\n\n

-82.2%

\n \n \n

\n\n

-96.9%

\n \n \n

\n\n

-99.7%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

45%

\n \n \n

\n\n

90%

\n \n \n

\n\n

109.7%

\n \n \n

\n\n

97.5%

\n \n \n

\n\n

63.7%

\n \n \n

\n\n

19.8%

\n \n \n

\n\n

-22.7%

\n \n \n

\n\n

-77.8%

\n \n \n

\n\n

-96.1%

\n \n \n

\n\n

-99.6%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

60%

\n \n \n

\n\n

120%

\n \n \n

\n\n

155.4%

\n \n \n

\n\n

140.5%

\n \n \n

\n\n

99.4%

\n \n \n

\n\n

45.9%

\n \n \n

\n\n

-5.8%

\n \n \n

\n\n

-73.0%

\n \n \n

\n\n

-95.3%

\n \n \n

\n\n

-99.5%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

75%

\n \n \n

\n\n

150%

\n \n \n

\n\n

205.5%

\n \n \n

\n\n

187.7%

\n \n \n

\n\n

138.5%

\n \n \n

\n\n

74.5%

\n \n \n

\n\n

12.7%

\n \n \n

\n\n

-67.7%

\n \n \n

\n\n

-94.4%

\n \n \n

\n\n

-99.4%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

90%

\n \n \n

\n\n

180%

\n \n \n

\n\n

260.1%

\n \n \n

\n\n

239.1%

\n \n \n

\n\n

181.1%

\n \n \n

\n\n

105.7%

\n \n \n

\n\n

32.8%

\n \n \n

\n\n

-62.0%

\n \n \n

\n\n

-93.4%

\n \n \n

\n\n

-99.3%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

\n\n

-100.0%

\n \n \n

INVESTMENT RESTRICTIONS

The Fund has adopted certain investment restrictions as fundamental policies that\n cannot be changed without a “vote of a majority of the outstanding voting securities” of the Fund. The phrase “majority of outstanding voting securities” is defined in the 1940 Act as the lesser of: (i) 67% or more of the shares of the Fund present at a duly-called meeting of shareholders, if the holders of more than\n 50% of the outstanding shares of the Fund are present or represented by proxy; or (ii) more than 50% of the\n outstanding shares of the Fund. (All policies of the Fund not specifically identified in this SAI or its Prospectus\n as fundamental may be changed without a vote of the shareholders of the Fund.) For purposes of the following\n limitations (except for the restriction on concentration), all percentage limitations apply immediately after\n a purchase or initial investment.

The Fund may not:

Make investments for the purpose of exercising control or management.

Purchase or sell real estate, except that, to the extent permitted by applicable law,\n the Fund may invest in securities directly or indirectly secured by real estate or interests therein\n or issued by companies that invest in real estate or interests therein.

Make loans to other persons, except that the acquisition of bonds, debentures or other\n corporate debt securities and investment in government obligations, commercial paper, pass-through\n instruments, certificates of deposit, bankers’ acceptances and repurchase agreements and purchase and sale contracts and any similar instruments shall not be deemed to be\n the making of a loan, and except, further, that the Fund may lend its portfolio securities, provided\n that the lending of portfolio securities may be made only in accordance with applicable law\n and the guidelines set forth in the Prospectus and this SAI, as they may be amended from time\n to time.

Issue senior securities to the extent such issuance would violate applicable law.

Borrow money, except that the Fund (i) may borrow from banks (as defined in the 1940\n Act) in amounts up to 33 1∕3% of its total assets (including the amount borrowed), (ii) may, to the extent permitted by applicable law, borrow up to an additional 5% of its total assets for\n temporary purposes, (iii) may obtain such short-term credit as may be necessary for the clearance\n of purchases and sales of portfolio securities, (iv) may purchase securities on margin\n to the extent permitted by applicable law and (v) may enter into reverse repurchase agreements.\n The Fund may not pledge its assets other than to secure such borrowings or, to the extent permitted\n by the Fund’s investment policies as set forth in the Prospectus and SAI, as they may be amended from time to time, in connection with hedging transactions, short sales, when-issued and\n forward commitment transactions and similar investment strategies.

Underwrite securities of other issuers, except insofar as the Fund technically may\n be deemed an underwriter under the 1933 Act, as amended, in selling portfolio securities.

Purchase or sell commodities or contracts on commodities, except to the extent the\n Fund may do so in accordance with applicable law and the Fund’s Prospectus and SAI, as they may be amended from time to time.

8. Concentrate (i.e., hold more than 25% of its assets in the stocks of a single industry\n or group of industries) its investments in issuers of one or more particular industries, except\n that the Fund may concentrate in the industry assigned to that of its underlying security.

MANAGEMENT OF THE TRUST

THE BOARD OF TRUSTEES AND ITS LEADERSHIP STRUCTURE

The Board has general oversight responsibility with respect to the operation of the\n Trust and the Fund. The Board has engaged ProShare Advisors to manage the Fund and is responsible\n for overseeing ProShare Advisors and other service providers to the Trust and the Fund in accordance\n with the provisions of the federal securities laws.

The Board is currently composed of four Trustees, including three Independent Trustees\n who are not “interested persons” of the Fund, as that term is defined in the 1940 Act (each an “Independent Trustee”). In addition to four regularly scheduled meetings per year, the Board periodically meets\n in executive session (with and without employees of ProShare Advisors), and holds special meetings, and/or informal\n conference calls relating to specific matters that may require discussion or action prior to its next\n regular meeting. The Independent Trustees have retained “independent legal counsel” as the term is defined in the 1940 Act.

The Board has appointed Michael L. Sapir to serve as Chairman of the Board. Mr. Sapir\n is also the Co-Founder and Chief Executive Officer of ProShare Advisors and, as such, is not an\n Independent Trustee. The Chairman’s primary role is to participate in the preparation of the agenda for Board meetings, determine (with the advice of counsel) which matters need to be acted upon by the Board, and\n to ensure that the Board obtains all the information necessary to perform its functions and take action. The\n Chairman also presides at all meetings of the Board and acts, with the assistance of staff, as a liaison with\n service providers, officers, attorneys and the Independent Trustees between meetings. The Chairman performs such\n other functions as requested by the Board from time to time. The Board does not have a lead Independent\n Trustee.

The Board has determined that its leadership structure is appropriate in light of\n the characteristics of the Trust and the Fund. These characteristics include, among other things, the fact\n that multiple series are organized under one Trust; all series of the Trust are registered investment companies;\n all series of the Trust have common service providers; and that the majority of the series of the Trust are\n geared funds, with similar principal investment strategies. As a result, the Board addresses governance and management\n issues that are often common to each series of the Trust. In light of these characteristics, the Board\n has determined that a four-member Board, including three Independent Trustees, is of an adequate size to\n oversee the operations of the Trust, and that, in light of the small size of the Board, a complex Board leadership\n structure is not necessary or desirable. The relatively small size of the Board facilitates ready communication\n among the Board members, and between the Board and management, both at Board meetings and between\n meetings, further leading to the determination that a complex board structure is unnecessary.\n In view of the small size of the Board, the Board has concluded that designating one of the three Independent Trustees as the “lead Independent Trustee” would not be likely to meaningfully enhance the effectiveness of the Board. The Board reviews its leadership structure at least annually and believes that its structure\n is appropriate to enable the Board to exercise its oversight of the Fund.

The Board oversight of the Trust and the Fund extends to the Trust’s risk management processes. The Board and its Audit Committee consider risk management issues as part of their\n responsibilities throughout the year at regular and special meetings. ProShare Advisors and other service\n providers prepare regular reports for Board and Audit Committee meetings that address a variety of risk-related\n matters, and the Board as a whole or the Audit Committee may also receive special written reports or\n presentations on a variety of risk issues at the request of the Board or the Audit Committee. For example,\n the portfolio managers of the Fund meet regularly with the Board to discuss portfolio performance, including\n investment risk, counterparty risk and the impact on the Fund of investments in particular securities\n or derivatives. As noted above, given the relatively small size of the Board, the Board determined it is not\n necessary to adopt a complex leadership structure in order for the Board to effectively exercise its risk\n oversight function.

The Board has appointed a Chief Compliance Officer (“CCO”) for the Trust (who is also the CCO for ProFund Advisors LLC). The CCO reports directly to the Board and participates in the Board’s meetings. The Independent Trustees meet at least annually in executive session with the CCO, and the Fund’s CCO prepares and presents an annual written compliance report to the Board. The CCO also\n provides updates to

the Board on the operation of the Trust’s compliance policies and procedures and on how these procedures are designed to mitigate risk. Finally, the CCO and/or other officers or employees of\n ProShare Advisors report to the Board in the event that any material risk issues arise.

In addition, the Audit Committee of the Board meets regularly with the Trust’s independent public accounting firm to review reports on, among other things, the Fund’s controls over financial reporting. The Trustees, their birth date, term of office and length of time served, principal business\n occupations during the past five years and the number of portfolios in the Fund Complex overseen and other\n directorships, if any, held by each Trustee, are shown below. Unless noted otherwise, the address of each\n Trustee is: c/o ProShares Trust, 7272 Wisconsin Avenue, 21st Floor, Bethesda, Maryland 20814.

\n\n

Name and Birth Date

\n \n

\n\n

Term of Office

\n\n

and Length of

\n\n

Time Served

\n \n \n

\n\n

Principal Occupation(s)

\n\n

During

\n\n

the Past 5 Years

\n \n \n

\n\n

Number of

\n\n

Operational

\n\n

Portfolios in

\n\n

Fund Complex*

\n\n

Overseen by Trustee

\n \n \n

\n\n

Other Directorships

\n\n

Held by Trustee

\n\n

During

\n\n

Past 5 Years

\n \n \n

\n\n

Independent Trustees

\n \n

\n\n \n \n

\n\n

William D. Fertig

\n\n

Birth Date: 9/56

\n \n

\n\n

Indefinite; June

\n\n

2011 to present

\n \n

\n\n

Context Capital

\n\n

Management

\n\n

(Alternative Asset

\n\n

Management): Chief

\n\n

Investment Officer

\n\n

(September 2002 to

\n\n

present).

\n \n

\n\n

ProShares (157)

\n\n

ProFunds (117)

\n \n

\n\n

Context Capital

\n \n

\n\n

Russell S. Reynolds III

\n\n

Birth Date: 7/57

\n \n

\n\n

Indefinite;

\n\n

November 2005 to

\n\n

present

\n \n

\n\n

RSR Partners, Inc.

\n\n

(Retained Executive

\n\n

Recruitment and

\n\n

Corporate

\n\n

Governance

\n\n

Consulting):

\n\n

Managing Director

\n\n

(February 1993 to

\n\n

present).

\n \n

\n\n

ProShares (157)

\n\n

ProFunds (117)

\n \n

\n\n

RSR Partners, Inc.

\n \n

\n\n

Michael C. Wachs

\n\n

Birth Date: 10/61

\n \n

\n\n

Indefinite;

\n\n

November 2005 to

\n\n

present

\n \n

\n\n

Linden Lane Capital

\n\n

Partners LLC (Real

\n\n

Estate Investment

\n\n

and Development):

\n\n

Managing Principal

\n\n

(2010 to present).

\n \n

\n\n

ProShares (157)

\n\n

ProFunds (117)

\n \n

\n\n

None

\n \n

\n\n

Interested Trustee and Chairman of the Board

\n \n

\n\n \n \n

\n\n

Michael L. Sapir**

\n\n

Birth Date: 5/58

\n \n

\n\n

Indefinite; 2002 to

\n\n

present

\n \n

\n\n

Chairman and Chief

\n\n

Executive Officer of

\n\n

ProFund

\n\n

Advisors LLC

\n\n

(April 1997 to

\n\n

present); ProShare

\n\n

Advisors LLC

\n\n

(November 2005 to

\n\n

present); and

\n\n

ProShare Capital

\n\n

Management LLC

\n\n

(July 2008 to

\n\n

present).

\n \n

\n\n

ProShares (157)

\n\n

ProFunds (117)

\n \n

\n\n

None

\n \n

The “Fund Complex” consists of all operational registered investment companies under the 1940 Act that are advised by ProShare Advisors and any registered investment companies that have\n an investment adviser that is an affiliated person of ProShare Advisors. Investment companies that\n are non-operational (and therefore, not publicly offered) as of the date of this SAI are excluded from\n these figures.

Mr. Sapir is an “interested person,” as defined by the 1940 Act, because of his ownership interest in ProShare Advisors.

The Board was formed in 2002, prior to the inception of the Trust’s operations. Messrs. Reynolds, Wachs and Sapir were appointed to serve as the Board’s initial trustees prior to the Trust’s operations. Mr. Fertig was added in June 2011. Each Trustee was and is currently believed to possess\n the specific experience, qualifications, attributes and skills necessary to serve as a Trustee of the Trust.\n In addition to their years of service as Trustees to ProFunds and Access One Trust, and gathering experience with\n funds with investment objectives and principal investment strategies similar to series of the Trust, each\n individual brings experience and qualifications from other areas. In particular, Mr. Reynolds has significant senior\n executive experience in the areas of human resources, recruitment and executive organization; Mr. Wachs has\n significant experience in the areas of investment and real estate development; Mr. Sapir has significant experience\n in the field of investment management, both as an executive and as an attorney; and Mr. Fertig has\n significant experience in the areas of investment and asset management.

COMMITTEES

The Board has established an Audit Committee to assist the Board in performing oversight\n responsibilities. The Audit Committee is composed exclusively of Independent Trustees.\n Currently, the Audit Committee is composed of Messrs. Reynolds, Wachs and Fertig. Among other things, the\n Audit Committee makes recommendations to the full Board of Trustees with respect to the engagement\n of an independent registered public accounting firm and reviews with the independent registered public\n accounting firm the plan and results of the internal controls, audit engagement and matters having a material effect on the Trust’s financial operations. During the past fiscal year, the Audit Committee met six times,\n and the Board of Trustees met five times.

TRUSTEE OWNERSHIP

Listed below for each Trustee is a dollar range of securities beneficially owned in\n the Trust, together with the aggregate dollar range of equity securities in all registered investment\n companies overseen by each Trustee that are in the same family of investment companies as the Trust, as of December\n 31, 2025.

\n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n

\n\n Name of Trustee \n \n	\n\n Dollar Range \n\n of Equity \n\n Securities in \n\n the Trust \n \n \n	\n\n Aggregate Dollar \n\n Range of Equity \n\n Securities in All \n\n Registered Investment \n\n Companies Overseen \n\n by Trustee in Family of \n\n Investment Companies \n \n \n
\n\n Independent Trustees \n \n	\n\n \n \n	\n\n \n \n
\n\n William D. Fertig, Trustee \n \n	\n\n Over $100,000 \n \n	\n\n Over $100,000 \n \n
\n\n Russell S. Reynolds III, Trustee \n \n	\n\n $10,001-$50,000 \n \n	\n\n $10,001-$50,000 \n \n
\n\n Michael C. Wachs, Trustee \n \n	\n\n None \n \n	\n\n $10,001-$50,000 \n \n
\n\n Interested Trustee \n \n	\n\n \n \n	\n\n \n \n
\n\n Michael L. Sapir, Trustee and Chairman \n \n	\n\n Over $100,000 \n \n	\n\n Over $100,000 \n \n

COMPENSATION OF TRUSTEES

Each Independent Trustee is paid a $425,000 annual retainer for service as a Trustee on the Board and for service as a trustee on the board of other funds in the Fund Complex. Prior\n to September 1, 2026, each Independent Trustee was paid a $375,000 annual retainer. Trustees who are also Officers or affiliated persons receive no remuneration from the Trust for their services as Trustees.

The Trust does not accrue pension or retirement benefits as part of the Fund’s expenses, and Trustees are not entitled to benefits upon retirement from the Board of Trustees.

The following table shows aggregate compensation paid to the Trustees for their service\n on the Board for the fiscal year ended May 31, 2026.

\n\n Name \n \n	\n\n Aggregate \n\n Compensation \n\n From Funds \n \n \n	\n\n Pension or \n\n Retirement \n\n Benefits \n\n Accrued as \n\n Part of \n\n Trust \n\n Expenses \n \n \n	\n\n Estimated \n\n Annual \n\n Benefits \n\n Upon \n\n Retirement \n \n \n	\n\n Total \n\n Compensation \n\n From Trust and \n\n Fund Complex \n\n Paid to Trustees \n \n \n
\n\n Independent Trustees \n \n	\n\n \n \n	\n\n \n \n	\n\n \n \n	\n\n \n \n
\n\n William D. Fertig, Trustee \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $354,167 \n \n \n
\n\n Russell S. Reynolds, III, Trustee \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $354,167 \n \n \n
\n\n Michael C. Wachs, Trustee \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $354,167 \n \n \n
\n\n Interested Trustee \n \n	\n\n \n \n	\n\n \n \n	\n\n \n \n	\n\n \n \n
\n\n Michael L. Sapir, Trustee and Chairman \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n

OFFICERS

The Trust’s executive officers (the “Officers”), their date of birth, term of office and length of time served and their principal business occupations during the past five years, are shown\n below. Unless noted otherwise, the address of each Trustee and Officer is: c/o ProShares Trust, 7272 Wisconsin\n Avenue, 21st Floor, Bethesda, Maryland 20814.

\n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n \n

\n\n

Name and Birth Date

\n \n

\n\n

Position(s)

\n\n

Held with

\n\n

Trust

\n \n \n

\n\n

Term of Office

\n\n

and Length of

\n\n

Time Served

\n \n \n

\n\n

Principal Occupation(s)

\n\n

During the Past

\n\n

5 Years

\n \n \n

\n\n

Todd B. Johnson

\n\n

Birth Date: 1/64

\n \n

\n\n

President

\n \n

\n\n

Indefinite;

\n\n

January 2014 to

\n\n

present

\n \n

\n\n

Chief Investment Officer of ProShare

\n\n

Advisors (December 2008 to present);

\n\n

ProFund Advisors LLC (December 2008 to

\n\n

present); and ProShare Capital

\n\n

Management LLC (February 2009 to present).

\n \n

\n\n

Maria Clem Sell

\n\n

190 Middle St, Suite

\n\n

301, Portland, ME

\n\n

04101

\n\n

Birth Date: 2/78

\n \n

\n\n

Treasurer

\n \n

\n\n

Indefinite; June

\n\n

2022 to present

\n \n

\n\n

Director and Fund Treasurer, ACA Group

\n\n

(2021 to present); Director, Franklin

\n\n

Templeton Investments (2014 to 2021).

\n \n

\n\n

Victor M. Frye, Esq.

\n\n

Birth Date: 10/58

\n \n

\n\n

Chief

\n\n

Compliance

\n\n

Officer and AML

\n\n

Officer

\n \n

\n\n

Indefinite;

\n\n

November 2005

\n\n

to present

\n \n

\n\n

Counsel and Chief Compliance Officer of

\n\n

ProShare Advisors (December 2004 to

\n\n

present) and ProFund Advisors LLC (October

\n\n

2002 to present); Secretary of ProFunds

\n\n

Distributors, Inc. (April 2008 to present);

\n\n

Chief Compliance Officer of ProFunds

\n\n

Distributors, Inc. (July 2015 to present).

\n \n

\n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n \n

\n\n

Name and Birth Date

\n \n

\n\n

Position(s)

\n\n

Held with

\n\n

Trust

\n \n \n

\n\n

Term of Office

\n\n

and Length of

\n\n

Time Served

\n \n \n

\n\n

Principal Occupation(s)

\n\n

During the Past

\n\n

5 Years

\n \n \n

\n\n

Richard Morris, Esq.

\n\n

Birth Date: 8/67

\n \n

\n\n

Chief Legal

\n\n

Officer and

\n\n

Secretary

\n \n

\n\n

Indefinite;

\n\n

December 2015

\n\n

to present

\n \n

\n\n

General Counsel of ProShare Advisors;

\n\n

ProFund Advisors LLC; and ProShare Capital

\n\n

Management LLC (December 2015 to

\n\n

present); Chief Legal Officer of ProFunds

\n\n

Distributors, Inc. (December 2015 to present);

\n\n

Partner at Morgan Lewis & Bockius, LLP

\n\n

(October 2012 to November 2015).

\n \n

The Officers, under the supervision of the Board, manage the day-to-day operations\n of the Trust. One Trustee and all of the Officers of the Trust are directors, officers or employees\n of ProShare Advisors or ACA Group. The other Trustees are Independent Trustees. The Trustees and some Officers\n are also directors and officers of some or all of the other funds in the Fund Complex. The Fund Complex\n includes all funds advised by ProShare Advisors and any funds that have an investment adviser that is\n an affiliated person of ProShare Advisors.

COMPENSATION OF OFFICERS

The Officers, other than the CCO, receive no compensation directly from the Trust\n for performing the duties of their offices.

INVESTMENT ADVISOR

ProShare Advisors, located at 7272 Wisconsin Avenue, 21st Floor, Bethesda, Maryland 20814, serves as the investment adviser to the Fund and provides investment advice and management\n services to the Fund. ProShare Advisors is owned by Michael L. Sapir, Louis M. Mayberg and Radcliff PS I\n LLC.

INVESTMENT ADVISORY AGREEMENT

ProShare Advisors serves as investment adviser to the Fund pursuant to the investment\n advisory agreement dated December 15, 2005 (the “Advisory Agreement”). The principal offices of ProShare Advisors are located at 7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814. ProShare Advisors manages the investment and the reinvestment of the Fund’s assets in accordance with its investment objective(s), policies, and limitations, subject to the general supervision and control of the Board and the Trust’s Officers. ProShare Advisors bears all costs associated with providing these advisory services. In addition,\n the Advisory Agreement provides that the Advisor assumes all management fees associated with the Fund’s investments in ProShares GENIUS Money Market ETF. The Advisory Agreement may be terminated with respect\n to the Fund at any time, by a vote of the Trustees, by a vote of a majority of the outstanding\n voting securities (as defined in the 1940 Act) of that Fund, or by the Advisor in each case upon sixty days’ prior written notice.

Fund expenses include but are not limited to: the investment advisory fee; management\n services fee; administrative fees, index receipt agent fees, principal financial officer/treasurer\n services fees; compliance service fees, anti-money laundering administration fees; custodian and accounting\n fees and expenses, legal and auditing fees; securities valuation expenses; fidelity bonds and other insurance premiums;\n expenses of preparing and printing prospectuses, proxy statements, and shareholder reports and\n notices; registration fees and expenses; proxy and annual meeting expenses, if any; licensing fees; listing fees;\n all federal, state, and local taxes (including, without limitation, stamp, excise, income, and franchise taxes);\n organizational costs; and Independent Trustees’ fees and expenses.

Pursuant to the Advisory Agreement and subject to an Advisory Fee Waiver Agreement\n or an Amended and Restated Advisor and Management Services Waiver Agreement, the Fund other\n than the Unitary Fee Funds pays ProShare Advisors a fee at an annualized rate based on a percentage of the Fund’s average daily net assets as set forth below for the investment advisory services ProShare\n Advisors provides that Fund.

\n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n

\n\n \n \n

\n\n

Investment Advisory Fee

\n \n

\n\n

Name of Fund

\n \n

\n\n

First

\n\n

$4 billion

\n \n \n

\n\n

$1.5 billion

\n \n \n

\n\n

$1.5 billion

\n \n \n

\n\n

$1.5 billion

\n \n \n

\n\n

Thereafter

\n \n \n

\n\n

Ultra Oura

\n \n

\n\n

0.75%

\n \n \n

\n\n

0.70%

\n \n \n

\n\n

0.65%

\n \n \n

\n\n

0.60%

\n \n \n

\n\n

0.55%

\n \n \n

Fees Paid under the Advisory Agreement and the Advisory and Management Agreement

Because the New Fund was not operational at the end of the Trust’s last fiscal year, information on the New Fund is not included in this SAI.

MANAGEMENT SERVICES AGREEMENT

Pursuant to a separate Management Services Agreement, ProShare Advisors performs certain\n administrative services on behalf of the Fund. Such services include negotiating,\n coordinating and implementing the Trust’s contractual obligations with the Fund’s service providers; monitoring, overseeing and reviewing the performance of such service providers to ensure adherence to applicable\n contractual obligations; and preparing or coordinating reports and presentations to the Board of Trustees with\n respect to such service providers as requested or as deemed necessary. The Management Agreement may be terminated\n at any time, by a vote of the Trustees, by a vote of a majority of the outstanding voting securities\n (as defined in the 1940 Act) of that Fund, or by the Advisor, in each case upon sixty days’ prior written notice. For these services, the Trust pays to ProShare Advisors a fee at the annual rate of 0.10% of average daily\n net assets for the Fund.

Management Services Fees Paid

Because the New Fund was not operational at the end of the Trust’s last fiscal year, information on the New Fund is not included in this SAI.

EXPENSE LIMITATION AGREEMENT

ProShare Advisors has contractually agreed to waive investment advisory and management\n services fees and/or to reimburse certain other expenses of the Fund through at least September\n 30, 2027 (unless the Board consents to an earlier revision or termination of this arrangement). After such\n date, the expense limitation may be terminated or revised by ProShare Advisors. This expense limitation\n excludes transaction costs, interest, taxes, dividends (including dividend expenses on securities sold\n short), litigation, indemnification, acquired fund fees and expenses as permitted by the then current registration statement,\n and extraordinary expenses as determined under generally accepted accounting principles.\n Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors\n within three years of the end of that contractual period, however, such recoupment will be limited to the lesser\n of any expense limitation in place at the time of recoupment or the expense limitation in place at\n the time of waiver or reimbursement. The recoupment period begins on the date such amount was initially\n waived and/or reimbursed.

Expense Limits

The annual operating expenses are limited as follows:

\n\n \n\n \n\n \n \n\n \n\n \n\n \n \n

\n\n

Name of Fund

\n \n

\n\n

Expense

\n\n

Limitation

\n \n \n

\n\n

Ultra Oura

\n \n

\n\n

0.95%

\n \n

PORTFOLIO MANAGEMENT

PORTFOLIO MANAGER COMPENSATION

ProShare Advisors believes that its compensation program is competitively positioned\n to attract and retain high-caliber investment professionals. The compensation package for portfolio\n managers consists of a fixed base salary, an annual incentive bonus opportunity and a competitive benefits\n package. A portfolio manager’s salary compensation is designed to be competitive with the marketplace and reflect a portfolio manager’s relative experience and contribution to the firm. Fixed base salary compensation is reviewed and adjusted annually to reflect increases in the cost of living and market rates.

The annual incentive bonus opportunity provides cash bonuses based upon the overall firm’s performance and individual contributions. Principal consideration for each portfolio\n manager is given to appropriate risk management, teamwork and investment support activities in determining\n the annual bonus amount.

Portfolio managers are eligible to participate in the firm’s standard employee benefits programs, which include a competitive 401(k) retirement savings program with employer match,\n life insurance coverage, and health and welfare programs.

Portfolio Manager Ownership

Listed below for each portfolio manager is a dollar range of securities beneficially\n owned in the Fund managed by the portfolio manager, together with the aggregate dollar range of\n equity securities in all registered investment companies in the Fund Complex as of May 31, 2026.

\n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n

\n\n

Name of Portfolio Manager

\n \n

\n\n

Dollar Range of

\n\n

Equity Securities

\n\n

in the Funds

\n\n

Managed by the

\n\n

Portfolio Manager

\n \n \n

\n\n

Aggregate Dollar Range

\n\n

of Equity Securities in

\n\n

All Registered

\n\n

Investment Companies in

\n\n

the ProShares Family

\n \n \n

\n\n

Alexander Ilyasov

\n \n

\n\n

None

\n \n

\n\n

$50,001-$100,000

\n \n

\n\n

Eric Silverthorne

\n \n

\n\n

None

\n \n

\n\n

$1-$10,000

\n \n

Other Accounts Managed by Portfolio Managers

Portfolio managers are generally responsible for multiple investment company accounts.\n As described below, certain inherent conflicts of interest arise from the fact that a\n portfolio manager has responsibility for multiple accounts, including conflicts relating to the allocation\n of investment opportunities. Listed below for each portfolio manager are the number and type of accounts managed\n or overseen by such portfolio manager as of May 31, 2026.

\n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n \n

\n\n

Name of Portfolio

\n\n

Manager

\n \n \n

\n\n

Number of All Registered

\n\n

Investment Companies

\n\n

Managed/Total Assets

\n \n \n

\n\n

Number of All

\n\n

Other Pooled

\n\n

Investment Vehicles

\n\n

Managed/Total Assets

\n \n \n

\n\n

Number of All

\n\n

Other Accounts

\n\n

Managed/Total Assets

\n \n \n

\n\n

Alexander Ilyasov

\n \n

\n\n

90/$27,789,689,370

\n \n

\n\n

16/$6,520,153,015

\n \n

\n\n

0/$0

\n \n

\n\n

Eric Silverthorne

\n \n

\n\n

53/$1,031,495,377

\n \n

\n\n

0/$0

\n \n

\n\n

0/$0

\n \n

Conflicts of Interest

In the course of providing advisory services, ProShare Advisors may simultaneously\n recommend the sale of a particular security for one account while recommending the purchase of the\n same security for another account if such recommendations are consistent with each client’s investment strategies. ProShare Advisors also may recommend the purchase or sale of securities that may also be recommended\n by ProFund Advisors LLC, an affiliate of ProShare Advisors.

ProShare Advisors, its principals, officers and employees (and members of their families)\n and affiliates may participate directly or indirectly as investors in ProShare Advisors’ clients, such as the Fund. Thus ProShare Advisors may recommend to clients the purchase or sale of securities\n in which it, or its officers, employees or related persons have a financial interest. ProShare Advisors\n may give advice and take actions in the performance of its duties to its clients that differ from the advice\n given or the timing and nature of actions taken, with respect to other clients’ accounts and/or employees’ accounts that may invest in some of the same securities recommended to clients.

In addition, ProShare Advisors, its affiliates and principals may trade for their\n own accounts. Consequently, non-customer and proprietary trades may be executed and cleared through\n any prime broker or other broker utilized by clients. It is possible that officers or employees of ProShare\n Advisors may buy or sell securities or other instruments that ProShare Advisors has recommended to, or purchased\n for, its clients and may engage in transactions for their own accounts in a manner that is inconsistent with ProShare Advisors’ recommendations to a client. Personal securities transactions by employees may raise\n potential conflicts of interest when such persons trade in a security that is owned by, or considered for\n purchase or sale for, a client. ProShare Advisors has adopted policies and procedures designed to detect and\n prevent such conflicts of interest and, when they do arise, to ensure that it effects transactions for clients\n in a manner that is consistent with its fiduciary duty to its clients and in accordance with applicable law.

Any “access person” of ProShare Advisors, (as defined under the 1940 Act and the Investment Advisers Act of 1940 (the “Advisers Act”)), may make security purchases subject to the terms of the ProShare Advisors Code of Ethics that are consistent with the requirements of Rule 17j-1 under\n the 1940 Act and Rule 204A-1 under the Advisers Act.

ProShare Advisors and its affiliated persons may come into possession from time to\n time of material nonpublic and other confidential information about companies which, if disclosed, might affect an investor’s

decision to buy, sell, or hold a security. Under applicable law, ProShare Advisors\n and its affiliated persons would be prohibited from improperly disclosing or using this information for their\n personal benefit or for the benefit of any person, regardless of whether the person is a client of ProShare Advisors.\n Accordingly, should ProShare Advisors or any affiliated person come into possession of material nonpublic\n or other confidential information with respect to any company, ProShare Advisors and its affiliated persons\n will have no responsibility or liability for failing to disclose the information to clients as\n a result of following its policies and procedures designed to comply with applicable law.

REGISTRATION AS A COMMODITY POOL OPERATOR

The Advisor has registered as a commodity pool operator (a “CPO”). While the Advisor is registered as a CPO, with respect to the Fund, the Advisor has filed a claim of exclusion from\n the definition of the term “commodity pool operator” under the CEA, pursuant to CFTC Rule 4.5 (the “Exclusion”) and therefore, the Advisor is not subject to registration or regulation as a CPO under the CEA with respect\n to the Fund. In order to remain eligible for the Exclusion, then the Fund will be limited in its ability\n use certain financial instruments including futures, options on futures and certain swaps and the manner\n in which it holds out its use of such instruments.

OTHER SERVICE PROVIDERS

ADMINISTRATOR AND FUND ACCOUNTING AGENT

JPMorgan, One Beacon Street, 19th Floor, Boston, MA 02108, acts as Administrator to\n the Fund pursuant to an administration agreement dated June 16, 2006, as amended from time\n to time. The Administrator provides the Fund with all required general administrative services,\n including, without limitation, office space, equipment, and personnel; clerical and general back office\n services; bookkeeping and internal accounting; the determination of NAVs; and the preparation and filing of\n all financial reports, and all other materials, except registration statements and proxy statements, required to\n be filed or furnished by the Fund under federal and state securities laws.

The Administrator pays all fees and expenses that are directly related to the services\n provided by the Administrator to the Fund; the Fund reimburses the Administrator for all fees and\n expenses incurred by the Administrator which are not directly related to the services the Administrator provides\n to the Fund under the service agreement. The Fund may also reimburse the Administrator for such out-of-pocket\n expenses as incurred by the Administrator in the performance of its duties.

Effective January 1, 2025, Ultimus Fund Solutions, LLC (“Ultimus”), located at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, began providing legal administration services to\n the Trust (altogether, the “Legal Administrative Services”). The Trust pays Ultimus a monthly fee for its services as Legal Administrator. Prior to January 1, 2025, Citi Fund Services Ohio, Inc. (“Citi”), located at 4400 Easton Commons, Suite 200, Columbus, Ohio 43219, an indirect wholly-owned subsidiary of Citibank,\n N.A., provided regulatory administration services to the Trust.

Fees Paid under the Administration Agreement and Legal Administration Services Agreement

Because the New Fund was not operational at the end of the Trust’s last fiscal year, information on the New Fund is not included in this SAI.

CUSTODIAN, TRANSFER AGENT, AND INDEX RECEIPT AGENT

JPMorgan Chase Bank, N.A. (“JPMorgan”) also acts as Custodian, Transfer Agent, Index Receipt Agent to the Fund. JPMorgan is located at 4 MetroTech Center, Brooklyn, NY 11245.

The Custodian is responsible for safeguarding the Fund’s cash and securities, receiving and delivering securities, collecting the Fund’s interest and dividends, and performing certain administrative duties, all as directed by authorized persons. The Custodian is also responsible for the appointment\n and oversight of any sub-custodian banks and for providing reports regarding such sub-custodian banks\n and clearing agencies.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP serves as independent registered public accounting firm and provides audit services, tax return preparation and assistance, and audit-related services\n in connection with certain SEC filings. PricewaterhouseCoopers LLP’s address is 41 South High Street, Suite 2500, Columbus, Ohio 43215.

LEGAL COUNSEL

Dechert LLP serves as counsel to the Fund. The firm’s address is 1095 Avenue of the Americas, New York, New York 10036.

PRINCIPAL FINANCIAL OFFICER/TREASURER SERVICES

The Trust has entered into an agreement with ACA Group (“ACA”), pursuant to which ACA provides the Trust with the services of an individual to serve as the Trust’s Principal Financial Officer and Treasurer. Neither ACA nor the Treasurer have a role in determining the investment\n policies of the Trust or Funds, or which securities are to be purchased or sold by the Trust or the Fund. The\n Trust pays ACA an

annual flat fee of $100,000 per year and an additional annual flat fee of $3,500 per\n Fund, and will reimburse ACA for certain out-of-pocket expenses incurred by ACA in providing services to the\n Trust. For the fiscal years ended May 31, 2024, May 31, 2025, and May 31, 2026, the Trust paid $371,192, $374,093 and $398,787 respectively, to ACA for services pursuant to its agreement. ACA is located at 190\n Middle Street, Suite 301, Portland ME 04101.

SECURITIES LENDING AGENT

JPMorgan serves as the securities lending agent to the Trust. For the fiscal year\n ended May 31, 2026, the income, fees and compensation related to the securities lending activities of\n the Fund is set forth below.

Because the New Fund was not operational at the end of the Trust’s last fiscal year, information on the New Fund is not included in this SAI.

The Fund does not pay any separate cash collateral management services fees, administrative\n fees, fees for indemnification or other fees not reflected above for securities lending\n activities. Earnings from cash collateral investments received by the securities lending agent are included in the\n Revenue Split.

DISTRIBUTOR

SEI Investments Distribution Co. (“SEI”) serves as the distributor and principal underwriter in all fifty states and the District of Columbia. SEI is located at One Freedom Valley Drive,\n Oaks, PA 19456. The Distributor has no role in determining the investment policies of the Trust or the\n Fund, or which securities are to be purchased or sold by the Trust or the Fund. For the fiscal years ended May 31,\n 2024, May 31, 2025, and May 31, 2026, ProShare Advisors accrued $1,110,455, $1,167,627 and $1,373,435 respectively, to the Distributor as compensation for services.

DISTRIBUTION AND SERVICE PLAN

Shares will be continuously offered for sale by the Trust through the Distributor\n only in Creation Units, as described below under “Purchase and Issuance of Creation Units.” Shares in less than Creation Units are not distributed by the Distributor. The Distributor also acts as agent for the\n Trust. The Distributor will deliver a Prospectus to persons purchasing Shares in Creation Units and will maintain\n records of both orders placed with it and confirmations of acceptance furnished by it. The Distributor is\n a broker-dealer registered under the 1934 Act and a member of the Financial Industry Regulatory Authority, Inc.\n The Distributor has no role in determining the investment policies of the Fund or which securities are to\n be purchased or sold by the Fund.

The Board has approved a Distribution and Service Plan under which the Fund may pay\n financial intermediaries such as broker-dealers and investment advisers (“Authorized Firms”) up to 0.25%, on an annualized basis, of average daily net assets of the Fund as reimbursement or compensation\n for distribution-related activities with respect to the Shares of the Fund and shareholder services. Under\n the Distribution and Service Plan, the Trust or the Distributor may enter into agreements (“Distribution and Service Agreements”) with Authorized Firms that purchase Shares on behalf of their clients.

The Distribution and Service Plan and Distribution and Service Agreements will remain\n in effect for a period of one year and will continue in effect thereafter only if such continuance\n is specifically approved annually by a vote of the Trustees. All material amendments of the Distribution and\n Service Plan must also be approved by the Board. The Distribution and Service Plan may be terminated at any\n time by a majority of the Board or by a vote of a majority of the outstanding Shares, as defined under the 1940\n Act, of the affected Fund. The Distribution and Service Agreements may be terminated at any time, without\n payment of any penalty, by vote of a majority of the Independent Trustees or by a vote of a majority\n of the outstanding Shares, as defined under the 1940 Act, of the affected Fund on not less than 60 days’ written notice to any other party to the Distribution and Service Agreements. The Distribution and Service\n Agreements shall terminate automatically if assigned. The Board has determined that, in its judgment,\n there is a reasonable

likelihood that the Distribution and Service Plan will benefit the Fund and holders\n of Shares of the Fund. In the Board’s quarterly review of the Distribution and Service Plan and Distribution and Service Agreements, the Trustees will consider their continued appropriateness and the level of compensation\n and/or reimbursement provided therein.

The Distribution and Service Plan is intended to permit the financing of a broad array\n of distribution-related activities and services, as well as shareholder services, for\n the benefit of investors. These activities and services are intended to make the Shares an attractive investment alternative,\n which may lead to increased assets, increased investment opportunities and diversification, and reduced\n per share operating expenses. There are currently no plans to impose distribution fees.

OTHER MATTERS

COSTS AND EXPENSES

The Fund bears all expenses of its operations other than those assumed by ProShare\n Advisors or the Administrator. Expenses may be incurred that relate to all series or a subset of series\n in the Fund Complex. The allocation of such expenses raises potential conflicts of interest. The Trust\n has established procedures designed to promote a fair, reasonable, and equitable allocation of expenses and to\n avoid cross-subsidization of one series by other series in the Fund Complex.

PAYMENTS TO THIRD PARTIES FROM THE ADVISOR

ProShare Advisors, from its own resources, including profits from advisory fees received\n from the Fund, provided such fees are legitimate and not excessive, may make payments to broker-dealers\n and other financial institutions for their services and expenses incurred in connection with\n the distribution and promotion of the Fund’s Shares. In this regard, ProShare Advisors or an affiliate of ProShare Advisors, may directly or indirectly make cash payments to certain broker-dealers for participating in activities\n that are designed to make registered representatives and other professionals more knowledgeable about exchange\n traded products, including the Fund, or for other activities, such as participation in marketing activities\n and presentations, educational training programs, conferences, the development of technology platforms\n and reporting systems.

ProShare Advisors has separate arrangements to make payments, other than for the educational\n programs and marketing activities described above, to Charles Schwab & Co., Inc. and\n Raymond James Financial Services, Inc. (the “Firms”). Pursuant to the arrangements with the Firms, the Firms agreed to promote certain ProShares ETFs to each Firm’s customers and not to charge certain of their customers any commissions when those customers purchase or sell shares of certain ProShares ETFs.\n These payments, which may be significant, are paid by ProShare Advisors from its own resources and not from\n the assets of the Fund.

BOOK ENTRY ONLY SYSTEM

The Depository Trust Company (“DTC”) acts as securities depositary for the Shares. The Shares of the Fund are represented by global securities registered in the name of DTC or its\n nominee and deposited with, or on behalf of, DTC. Except as provided below, certificates will not be issued\n for Shares.

DTC has advised the Trust as follows: it is a limited-purpose trust company organized\n under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the 1934 Act. DTC was created to hold securities of its participants (“DTC Participants”) and to facilitate the clearance and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes in accounts\n of the DTC Participants, thereby eliminating the need for physical movement of securities certificates. DTC\n Participants include securities brokers and dealers, banks, trust companies, clearing corporations and\n certain other organizations, some of whom (and/or their representatives) own DTC. More specifically, DTC is owned\n by a number of its DTC Participants and by the NYSE and the Financial Industry Regulatory Authority,\n Inc. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies\n that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”). DTC agrees with and represents to DTC Participants that it will administer its book-entry\n system in accordance with its rules and by-laws and requirements of law. Beneficial ownership\n of Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC\n Participants and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial\n interests are referred to herein as “Beneficial owners”) is shown on, and the transfer of ownership is effected only through, records maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants\n (with respect to Indirect Participants and Beneficial owners that are not DTC Participants). Beneficial\n owners will receive from or through the DTC Participant a written confirmation relating to their purchase\n of Shares. The laws of

some jurisdictions may require that certain purchasers of securities take physical\n delivery of such securities in definitive form. Such laws may impair the ability of certain investors to acquire\n beneficial interests in Shares.

Beneficial owners of Shares are not entitled to have Shares registered in their names,\n will not receive or be entitled to receive physical delivery of certificates in definitive\n form and are not considered the registered holder thereof. Accordingly, each Beneficial owner must rely on the procedures\n of DTC, the DTC Participant and any Indirect Participant through which such Beneficial owner holds\n its interests, to exercise any rights of a holder of Shares. The Trust understands that under existing industry\n practice, in the event the Trust requests any action of holders of Shares, or a Beneficial owner desires to take\n any action that DTC, as the record owner of all outstanding Shares, is entitled to take, DTC would authorize\n the DTC Participants to take such action and that the DTC Participants would authorize the Indirect Participants\n and Beneficial owners acting through such DTC Participants to take such action and would otherwise act upon\n the instructions of Beneficial owners owning through them. As described above, the Trust recognizes DTC\n or its nominee as the owner of all Shares for all purposes. Conveyance of all notices, statements and other\n communications to Beneficial owners is effected as follows. Pursuant to the Depositary Agreement between\n the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged\n to the Trust a listing of Shares holdings of each DTC Participant. The Trust shall inquire of each such DTC\n Participant as to the number of Beneficial owners holding Shares, directly or indirectly, through such DTC\n Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other\n communication, in such form, number and at such place as such DTC Participant may reasonably request,\n in order that such notice, statement or communication may be transmitted by such DTC Participant, directly\n or indirectly, to such Beneficial owners. In addition, the Trust shall pay to each such DTC Participant\n a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject\n to applicable statutory and regulatory requirements.

Distributions of Shares shall be made to DTC or its nominee, Cede & Co., as the registered\n holder of all Shares. DTC or its nominee, upon receipt of any such distributions, shall credit\n immediately DTC Participants’ accounts with payments in amounts proportionate to their respective beneficial interests in Shares as shown on the records of DTC or its nominee. Payments by DTC Participants to Indirect\n Participants and Beneficial owners of Shares held through such DTC Participants will be governed by\n standing instructions and customary practices, as is now the case with securities held for the accounts of customers\n in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants. The Trust has no responsibility or liability for any aspects of the records relating to or notices\n to Beneficial owners, or payments made on account of beneficial ownership interests in such Shares, or for\n maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other\n aspect of the relationship between DTC and the DTC Participants or the relationship between such DTC Participants\n and the Indirect Participants and Beneficial owners owning through such DTC Participants.

DTC may determine to discontinue providing its service with respect to Shares at any\n time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto\n under applicable law. Under such circumstances, the Trust shall take action either to find a replacement\n for DTC to perform its functions at a comparable cost or, if such a replacement is unavailable, to issue\n and deliver printed certificates representing ownership of Shares, unless the Trust makes other arrangements with respect\n thereto satisfactory to the Exchange. In addition, certain brokers may make a dividend reinvestment service\n available to their clients. Brokers offering such services may require investors to adhere to specific\n procedures and timetables in order to participate. Investors interested in such a service should contact their\n broker for availability and other necessary details.

CODE OF ETHICS

The Trust, ProShare Advisors and the Distributor each have adopted a consolidated\n code of ethics (the “COE”), under Rule 17j-1 of the 1940 Act, which is reasonably designed to ensure that all acts, practices and courses of business engaged in by personnel of the Trust, ProShare Advisors and\n the Distributor reflect high standards of conduct and comply with the requirements of the federal securities\n laws. There can be no

assurance that the COE will be effective in preventing deceptive, manipulative or\n fraudulent activities. The COE permits personnel subject to it to invest in securities, including securities\n that may be held or purchased by the Fund; however, such transactions are reported on a regular basis by ProShare Advisors’ personnel that are Access Persons. Access Persons, as the term is defined in the COE,\n subject to the COE are also required to report transactions in registered open-end investment companies advised\n or sub-advised by ProShare Advisors. The COE is on file with the SEC and is available to the public.

PROXY VOTING POLICY AND PROCEDURES

Background

The Board of Trustees has adopted policies and procedures with respect to voting proxies\n relating to portfolio securities of the Fund, pursuant to which the Board of Trustees has delegated\n responsibility for voting such proxies to ProShare Advisors subject to the Board’s continuing oversight.

Policies and Procedures

The Advisor’s proxy voting policies and procedures (the “Guidelines”) are reasonably designed to maximize shareholder value and protect shareholder interests when voting proxies. The Advisor’s Brokerage Allocation and Proxy Voting Committee (the “Proxy Committee”) exercises and documents the Advisor’s responsibilities with regard to voting of client proxies. The Proxy Committee is composed\n of employees of the Advisor. The Proxy Committee reviews and monitors the effectiveness of the Guidelines.\n To assist the Advisor in its responsibility for voting proxies and the overall proxy voting process, the\n Advisor has retained Institutional Shareholder Services (“ISS”) as an expert in the proxy voting and corporate governance area. The Proxy Committee reviews and, as necessary, may amend periodically the Guidelines to\n address new or revised proxy voting policies or procedures.

Information on how proxies were voted for portfolio securities for the 12-month (or\n shorter) period ended June 30 is available without charge, upon request, by calling the Advisor at\n 888-776-3637 or on the Trust’s website at proshares.com, or on the SEC’s website at http://www.sec.gov. See Appendix C for a copy of the proxy voting policy and procedures.

DISCLOSURE OF PORTFOLIO HOLDINGS

The Trust has adopted a policy regarding the disclosure of information about the Fund’s portfolio holdings, which is reviewed on an annual basis. The Board of Trustees must approve\n all material amendments to this policy. Disclosure of the complete holdings of the Fund is required to be\n made quarterly within 60 days of the end of the Fund’s second and fourth fiscal quarter in the reports filed on Form N-CSR and in the monthly holdings report on Form N-PORT, with every third month made available to the\n public by the SEC 60 days after the end of the Fund’s fiscal quarter. You can find SEC filings on the SEC’s website, www.sec.gov. In addition, the Fund’s portfolio holdings will be publicly disseminated each day the Fund is open for business via the Fund’s website at proshares.com.

The portfolio composition file (“PCF”) and the IOPV file, which contain equivalent portfolio holdings information, will be made available as frequently as daily to the Fund’s service providers to facilitate the provision of services to the Fund and to certain other entities (“Entities”) in connection with the dissemination of information necessary for transactions in Creation Units, as contemplated\n by exemptive orders issued by the SEC and other legal and business requirements pursuant to which\n the Fund creates and redeems Shares. Entities are generally limited to National Securities Clearing Corporation (“NSCC”) members and subscribers to various fee-based services, including large institutional investors (“Authorized Participants”) that have been authorized by the Distributor to purchase and redeem Creation Units\n and other institutional market participants that provide information services. Each business day, Fund portfolio\n holdings information will be provided to the Distributor or other agent for dissemination through the facilities\n of the NSCC and/or through other fee-based services to NSCC members and/or subscribers to the fee-based\n services, including

Authorized Participants, and to entities that publish and/or analyze such information\n in connection with the process of purchasing or redeeming Creation Units or trading Shares of Funds in the\n secondary market.

Daily access to the PCF and IOPV file is permitted (i) to certain personnel of those\n service providers that are involved in portfolio management and providing administrative, operational,\n or other support to portfolio management, including Authorized Participants, and (ii) to other personnel\n of ProShare Advisors and the Fund’s distributor, administrator, custodian and fund accountant who are involved in functions which may require such information to conduct business in the ordinary course.

Portfolio holdings information may not be provided prior to its public availability (“Non-Standard Disclosure”) in other circumstances except where appropriate confidentiality arrangements limiting the use of such information are in effect. Non-Standard Disclosure may be authorized by the Trust’s CCO or, in his absence, any other authorized officer of the Trust if he determines that such disclosure\n is in the best interests of the Fund’s shareholders, no conflict exists between the interests of the Fund’s shareholders and those of ProShare Advisors or the Distributor and such disclosure serves a legitimate business\n purpose, and measures discussed in the previous paragraph regarding confidentiality are satisfied. The lag\n time between the date of the information and the date on which the information is disclosed shall be determined\n by the officer authorizing the disclosure. The CCO is responsible for ensuring that portfolio holdings\n disclosures are made in accordance with this Policy.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to the general supervision by the Board, ProShare Advisors is responsible\n for decisions to buy and sell securities and derivatives for the Fund and the selection of brokers\n and dealers to effect transactions. Purchases from dealers serving as market makers may include a dealer’s mark-up or reflect a dealer’s mark-down. Purchases and sales of U.S. government securities are normally transacted through issuers, underwriters or major dealers in U.S. government securities acting as principals.\n Such transactions, along with other fixed income securities transactions, are made on a net basis and\n do not typically involve payment of brokerage commissions. The cost of securities purchased from an underwriter\n usually includes a commission paid by the issuer to the underwriters; transactions with dealers normally\n reflect the spread between bid and asked prices; and transactions involving baskets of equity securities\n typically include brokerage commissions. As an alternative to directly purchasing securities, ProShare\n Advisors may find efficiencies and cost savings by purchasing futures or using other derivative instruments\n like total return swaps or forward contracts. ProShare Advisors may also choose to cross-trade securities\n between clients to save costs where allowed under applicable law.

The policy for the Fund regarding purchases and sales of securities is that primary\n consideration will be given to obtaining the most favorable prices and efficient executions of transactions.\n Consistent with this policy, when securities transactions are effected on a stock exchange, the policy\n is to pay commissions that are considered fair and reasonable without necessarily determining that the lowest\n possible commissions are paid in all circumstances. ProShare Advisors believes that a requirement always to\n seek the lowest possible commission cost could impede effective portfolio management and preclude the Fund\n and ProShare Advisors from obtaining a high quality of brokerage and execution services. In seeking to determine\n the reasonableness of brokerage commissions paid in any transaction, ProShare Advisors relies upon its\n experience and knowledge regarding commissions generally charged by various brokers and on its judgment\n in evaluating the brokerage and execution services received from the broker. Such determinations are\n necessarily subjective and imprecise, as in most cases an exact dollar value for those services is not ascertainable.\n In addition to commission rates, when selecting a broker for a particular transaction ProShare Advisors\n considers but is not limited to the following efficiency factors: the broker’s availability, willingness to commit capital, reputation and integrity, facilities reliability, access to research, execution capacity and\n responsiveness.

ProShare Advisors may give consideration to placing portfolio transactions with those\n brokers and dealers that also furnish research and other execution related services to the Fund\n or ProShare Advisors. Such services may include, but are not limited to, any one or more of the following: information\n as to the availability of securities for purchase or sale; statistical or factual information\n or opinions pertaining to

investment; information about market conditions generally; equipment that facilitates\n and improves trade execution; and appraisals or evaluations of portfolio securities.

For purchases and sales of derivatives (i.e., financial instruments whose value is derived from the value of an underlying asset, interest rate or index) ProShare Advisors evaluates\n counterparties on the following factors: reputation and financial strength; execution prices; commission\n costs; ability to handle complex orders; ability to give prompt and full execution, including the ability to\n handle difficult trades; accuracy of reports and confirmations provided; reliability, type and quality of research\n provided; financing costs and other associated costs related to the transaction; and whether the total\n cost or proceeds in each transaction is the most favorable under the circumstances.

Consistent with the Fund’s investment objective, ProShare Advisors may enter into guarantee close agreements with certain brokers. In all such cases, the agreement calls for the execution\n price at least to match the closing price of the security. In some cases, depending upon the circumstances,\n the broker may obtain a price that is better than the closing price and which under the agreement provides\n additional benefits to clients. ProShare Advisors will generally distribute such benefits pro rata to applicable\n client trades. In addition, ProShare Advisors, any of its affiliates or employees and the Fund have\n a policy not to enter into any agreement or other understanding—whether written or oral—under which brokerage transactions or remuneration are directed to a broker to pay for distribution of the Fund’s shares.

BROKERAGE COMMISSIONS

The Fund may experience substantial differences in brokerage commissions from year\n to year. High portfolio turnover and correspondingly greater brokerage commissions, to a great extent,\n depend on the purchase, redemption, and exchange activity of the Fund’s investors, as well as the Fund’s investment objective and strategies.

Because the New Fund was not operational at the end of the Trust’s last fiscal year, information on the New Fund is not included in this SAI.

SECURITIES OF REGULAR BROKER-DEALERS

The Fund is required to identify any securities of its “regular brokers and dealers” (as such term is defined in the 1940 Act) which they may hold at the close of their most recent fiscal year. “Regular brokers or dealers” of the Trust are the ten brokers or dealers that, during the most recent fiscal year: (i) received the greatest dollar amounts of brokerage commissions from the Trust’s portfolio transactions; (ii) engaged as principal in the largest dollar amounts of portfolio transactions of the Trust; or\n (iii) sold the largest dollar amounts of the Trust’s Shares.

ORGANIZATION AND DESCRIPTION OF SHARES OF BENEFICIAL INTEREST

The Trust is a Delaware statutory trust and registered investment company. The Trust\n was organized on May 29, 2002, and has authorized capital of unlimited Shares of beneficial interest\n of no par value which may be issued in more than one class or series. Currently, the Trust consists of multiple\n separately managed series. The Board of Trustees may designate additional series of beneficial interest\n and classify Shares of a particular series into one or more classes of that series.

All Shares of the Trust are freely transferable. The Shares do not have preemptive\n rights or cumulative voting rights, and none of the Shares have any preference to conversion,\n exchange, dividends, retirements, liquidation, redemption or any other feature. Shares have equal voting\n rights, except that, in a matter affecting a particular series or class of Shares, only Shares of that series\n or class may be entitled to vote on the matter. Trust shareholders are entitled to require the Trust to redeem\n Creation Units of their Shares. The Declaration of Trust confers upon the Board of Trustees the power, by\n resolution, to alter the number of Shares constituting a Creation Unit or to specify that Shares may be individually\n redeemable. The Trust reserves the right to adjust the stock prices of Shares to maintain convenient\n trading ranges for

investors. Any such adjustments would be accomplished through stock splits or reverse\n stock splits which would have no effect on the net assets of the applicable Fund.

Under Delaware law, the Trust is not required to hold an annual shareholders meeting\n if the 1940 Act does not require such a meeting. Generally, there will not be annual meetings\n of Trust shareholders. Trust shareholders may remove Trustees from office by votes cast at a meeting of Trust shareholders\n or by written consent. If requested by shareholders of at least 10% of the outstanding Shares of\n the Trust, the Trust will call a meeting of the Fund’s shareholders for the purpose of voting upon the question of removal of a Trustee of the Trust and will assist in communications with other Trust shareholders.

The Declaration of Trust of the Trust disclaims liability of the shareholders or the\n Officers of the Trust for acts or obligations of the Trust which are binding only on the assets and\n property of the Trust. The Declaration of Trust provides for indemnification of the Trust’s property for all loss and expense of the Fund’s shareholder held personally liable for the obligations of the Trust. The risk of a\n Trust shareholder incurring financial loss on account of shareholder liability is limited to circumstances where\n the Fund would not be able to meet the Trust’s obligations and this risk, thus, should be considered remote.

If the Fund does not grow to a size to permit it to be economically viable, the Fund\n may cease operations. In such an event, investors may be required to liquidate or transfer their\n investments at an inopportune time.

PURCHASE AND REDEMPTION OF SHARES

The Trust issues and sells Shares only in aggregations of Creation Units on a continuous\n basis through the Distributor, without a sales load, at their NAV next determined after\n receipt, on any Business Day (as defined herein), of an irrevocable order in proper form. Shares may be redeemed\n only in Creation Units at their NAV next determined after receipt of a redemption request in proper form by\n the Distributor on any Business Day. The Trust will not redeem Shares in amounts less than Creation Units.

A “Business Day” with respect to the Fund is any day on which the Exchange upon which it is listed is open for business.

The Creation Unit size for the Fund is set forth below. The Board reserves the right\n to make a change in the number of Shares constituting a Creation Unit.

The Board reserves the right to declare a split or a consolidation in the number of\n Shares outstanding of the Fund in the event that the per Share price in the secondary market\n rises (or declines) to an amount that falls outside the range deemed desirable by the Board.

\n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n

\n\n

Fund Name

\n \n

\n\n

Creation Unit

\n\n

Size

\n \n \n

\n\n \n \n

\n\n

Ultra Oura

\n \n

\n\n

5,000

\n \n \n

\n\n \n \n

Portfolio Deposit

The consideration for purchase of a Creation Unit of the Fund may, at the discretion\n of ProShare Advisors, consist of the in-kind deposit of a designated portfolio of one or more securities (“Deposit Securities”) constituting a representation of the index for the Fund, the Balancing Amount, and the appropriate Transaction Fee (collectively, the “Portfolio Deposit”). The “Balancing Amount” will be the amount equal to the differential, if any, between the total aggregate market value of the Deposit\n Securities (or in the case of redemptions, the total aggregate market value of the Fund Securities as defined below)\n and the NAV of the Creation Units being purchased and will be paid to, or received from, the Trust after\n the NAV has been calculated. ProShare Advisors may restrict purchases of Creation Units to be on an\n in-kind basis at any time and without prior notice, in all cases at ProShare Advisors’ discretion.

The Index Receipt Agent makes available through the NSCC on each Business Day, either\n immediately prior to the opening of business on the Exchange or the night before,\n the list of the names and

the required number of shares of each Deposit Security to be included in the current\n Portfolio Deposit (based on information at the end of the previous Business Day) for the Fund. Such Portfolio\n Deposit is applicable, subject to any adjustments as described below, in order to effect purchases of Creation\n Units of Shares of the Fund until the next-announced Portfolio Deposit composition is made available.

The identity and number of shares of the Deposit Securities required for a Portfolio\n Deposit for the Fund changes as rebalancing adjustments and corporate action events are reflected\n from time to time by ProShare Advisors with a view to the investment objective of the Fund. The composition\n of the Deposit Securities may also change in response to adjustments to the weighting or composition\n of the securities constituting the relevant securities index, if applicable. The adjustments described\n above will reflect changes, known to ProShare Advisors on the date of announcement to be in effect by the time\n of delivery of the Portfolio Deposit, in the composition of the subject index being tracked by the Fund,\n if applicable, or resulting from stock splits and other corporate actions. In addition, the Trust reserves\n the right to permit or require the substitution of an amount of cash (i.e., a “cash in lieu” amount) to be added to the Balancing Amount to replace any Deposit Security which may not be available in sufficient quantity\n for delivery or for other similar reasons. A Transaction Fee may be assessed on any “cash in lieu” amounts, as further described below under “Transaction Fees.”

In addition to the list of names and numbers of securities constituting the current\n Deposit Securities of a Portfolio Deposit, on each Business Day, the Balancing Amount effective through\n and including the previous Business Day, per outstanding Share of the Fund, will be made available.

Shares may be issued in advance of receipt by the Trust of all or a portion of the\n applicable Deposit Securities as described below, in the sole discretion of the Trust or ProShare Advisors.\n In these circumstances, the initial deposit may have a greater value than the NAV of the Shares on the date\n the order is placed in proper form because, in addition to the available Deposit Securities, cash must be\n deposited in an amount equal to the sum of (i) the Balancing Amount, plus (ii) up to 115% of the market value\n of the undelivered Deposit Securities (the “Additional Cash Deposit”). Additional amounts of cash may be required to be deposited with the Trust, pending delivery of the missing Deposit Securities to the\n extent necessary to maintain the Additional Cash Deposit with the Trust in an amount up to 115% of the\n daily mark-to-market value of the missing Deposit Securities. Authorized Participants will be liable to\n the Trust for the costs incurred by the Trust in connection with any such purchases. These costs will be deemed\n to include the amount by which the actual purchase price of the Deposit Securities exceeds the market\n value of such Deposit Securities on the day the purchase order was deemed received by the Distributor plus\n the brokerage and related transaction costs associated with such purchases. The Trust will return any\n unused portion of the Additional Cash Deposit once all of the missing Deposit Securities have been properly\n received by the Custodian or any sub-custodian or purchased by the Trust and deposited into the Trust.\n In addition, a Transaction Fee, as described below, will be charged in all cases. The delivery of\n Shares so purchased will occur no later than the Settlement Date, which is typically the second Business Day\n following the day on which the purchase order is deemed received by the Distributor.

Orders must be transmitted by an Authorized Participant by telephone, online portal\n or other transmission method acceptable to the Distributor pursuant to procedures set forth\n in the Authorized Participant Agreement, as described below, which procedures may change from time to\n time without notice at the discretion of the Trust or ProShare Advisors. Economic or market disruptions or\n changes, or telephone or other communication failure, may impede the ability to reach the Distributor or an\n Authorized Participant.

All questions as to the number of shares of each security in the Deposit Securities\n and the validity, form, eligibility and acceptance for deposit of any securities to be delivered shall\n be determined by the Trust, and the Trust’s determination shall be final and binding.

\n\n \n\n \n\n \n \n\n \n\n \n\n \n \n

\n\n Fund(s) \n \n	\n\n Typical Creation Cut-Off Time (Eastern Time) \n \n \n
\n\n Ultra Oura \n \n	\n\n 3:00 p.m. \n \n

Purchases Through the Clearing Process

To purchase or redeem through the Clearing Process, an Authorized Participant must\n be a member of NSCC that is eligible to use the Continuous Net Settlement system. For purchase orders\n placed through the Clearing Process, the Authorized Participant Agreement authorizes the Distributor\n to transmit through the Fund’s transfer agent (the “Transfer Agent”) to NSCC, on behalf of an Authorized Participant, such trade instructions as are necessary to effect the Authorized Participant’s purchase order. Pursuant to such trade instructions to NSCC, the Authorized Participant agrees to deliver the requisite Deposit\n Securities and the Balancing Amount to the Trust, together with the Transaction Fee and such additional\n information as may be required by the Distributor.

Purchases Outside the Clearing Process

An Authorized Participant that wishes to place an order to purchase Creation Units\n outside the Clearing Process must state that it is not using the Clearing Process and that the\n purchase instead will be effected through a transfer of securities and cash directly through DTC. Purchases\n (and redemptions) of Creation Units settled outside the Clearing Process will be subject to a higher Transaction\n Fee than those settled through the Clearing Process. Purchase orders effected outside the Clearing\n Process are likely to require transmittal by the Authorized Participant earlier on the transmittal date\n than orders effected using the Clearing Process. Those persons placing orders outside the Clearing Process should\n ascertain the deadlines applicable to DTC and the Federal Reserve Bank wire system by contacting the operations\n department of the broker or depository institution effectuating such transfer of Deposit Securities\n and Balancing Amount, each as applicable and at the discretion of ProShare Advisors, or of the Cash Purchase Amount\n together with the applicable Transaction Fee.

Rejection of Purchase Orders

The Trust reserves the right to reject a purchase order transmitted to it by the Distributor\n including but not limited to the following: (a) the order is not in proper form; (b) the purchaser\n or group of purchasers, upon obtaining the Shares ordered, would own 80% or more of the currently outstanding\n Shares of the Fund; (c) the acceptance of the purchase transaction order would, in the opinion of counsel,\n be unlawful; or (d) in the event that circumstances outside the control of the Trust, the Distributor and\n ProShare Advisors make it impractical to process purchase orders. Examples of such circumstances include acts\n of God; public service or utility problems resulting in telephone, telecopy and computer failures; fires, floods\n or extreme weather conditions; market conditions or activities causing trading halts; systems failures\n involving computer or other information systems affecting the Trust, ProShare Advisors, the Distributor, DTC,\n NSCC, the Custodian or sub-custodian or any other participant in the creation process; and similar extraordinary\n events.

The Trust shall notify a prospective purchaser of its rejection of the order of such\n person. The Trust and the Distributor are under no duty, however, to give notification of any defects\n or irregularities in the delivery of purchase transaction orders nor shall either of them incur any liability\n for the failure to give any such notification.

Redemption of Creation Units

Shares may be redeemed only in Creation Units at their NAV next determined after receipt\n of a redemption request in proper form by the Distributor on any Business Day. The Trust\n will not redeem Shares in amounts less than Creation Units. Beneficial owners also may sell Shares in the\n secondary market, but must accumulate enough Shares to constitute a Creation Unit in order to have such Shares\n redeemed by the Trust. There can be no assurance, however, that there will be sufficient liquidity in the\n public trading market at any time to permit assembly of a Creation Unit of Shares. Investors should expect to incur\n brokerage and other costs in connection with assembling a sufficient number of Shares to constitute a\n redeemable Creation Unit.

As described below, at the discretion of ProShare Advisors, the Fund may, at times,\n only accept in-kind redemption orders from Authorized Participants.

Redemption in Fund Securities

The Fund may provide redemptions in portfolio securities or cash at ProShare Advisors’ discretion. The Index Receipt Agent makes available through the NSCC immediately prior to the\n opening of business on the Exchange on each day that the Exchange is open for business the portfolio securities\n that will be applicable (subject to possible amendment or correction) to redemption requests received\n in proper form (as defined below) on that day (“Fund Securities”). These securities, at times, may not be identical to Deposit Securities which are applicable to a purchase of Creation Units. The Fund may also,\n in its sole discretion, upon request of a shareholder, provide such redeeming shareholder a portfolio of securities\n which differs from the exact composition of the Fund Securities but does not differ in NAV.

The redemption proceeds for a Creation Unit generally consist of Fund Securities,\n as announced by the Index Receipt Agent through the NSCC on any Business Day, plus the Balancing Amount.\n The redemption Transaction Fee described below is deducted from such redemption proceeds.

Redemption in Cash

The Fund may in its discretion exercise its option to redeem such Shares in cash,\n and the redeeming shareholder will be required to receive its redemption proceeds in cash. In addition,\n an investor may request a redemption in cash which the Fund may, in its sole discretion, permit. In either case,\n the investor will receive a cash payment equal to the NAV of its Shares based on the NAV of Shares of the Fund\n next determined after the redemption request is received in proper form (minus a redemption Transaction\n Fee and additional charge for requested cash redemptions, to offset the Fund’s brokerage and other transaction costs associated with the disposition of Fund Securities).

For certain redemptions, the proceeds will consist solely of cash in an amount equal\n to the NAV of the Shares being redeemed, as next determined after a receipt of a request in proper\n form, less the redemption Transaction Fee described below (the “Cash Redemption Amount”).

Placement of Redemption Orders Using the Clearing Process

Orders to redeem Creation Units through the Clearing Process must be delivered through\n an Authorized Participant that is a member of NSCC that is eligible to use the Continuous\n Net Settlement System. A redemption order for the Fund must be received by the cut-off times set forth in “Purchase and Redemption Cut-Off Times” above.

All other procedures set forth in the Authorized Participant Agreement must be followed\n in order to receive the next determined NAV. The requisite Fund Securities and the Balancing Amount\n (minus a redemption Transaction Fee or additional charges for requested cash redemptions) or\n the Cash Redemption Amount, as applicable and at the discretion of ProShare Advisors, will be transferred\n by the second (2nd) NSCC Business Day following the date on which such request for redemption is deemed\n received.

Placement of Redemption Orders Outside the Clearing Process

Orders to redeem Creation Units outside the Clearing Process, including all cash-only\n redemptions, must be delivered through a DTC Participant that has executed the Authorized Participant\n Agreement. A DTC Participant who wishes to place an order for redemption of Creation Units to be effected\n outside the Clearing Process need not be a “participating party” under the Authorized Participant Agreement, but such orders must state that the DTC Participant is not using the Clearing Process and that the redemption\n of Creation Units will instead be effected through a transfer of Shares directly through DTC. A redemption\n order for the Fund must be received by the cut-off times set forth in “Purchase and Redemption Cut-Off Times” above. The order must be accompanied or preceded by the requisite number of Shares specified in such order,\n which delivery must be made through DTC to the Custodian by the second Business Day (T+2) following such\n transmittal date. All other procedures set forth in the Authorized Participant Agreement must be properly\n followed in order to receive the next determined NAV.

After the Transfer Agent has deemed an order for redemption outside the Clearing Process\n received, the Transfer Agent will initiate procedures to transfer the requisite Fund Securities\n and the Balancing Amount (minus a redemption Transaction Fee or additional charges for requested cash redemptions),\n which are expected to be delivered within two Business Days, and the Cash Redemption Amount\n (by the second Business Day (T+2) following the transmittal date on which such redemption order is\n deemed received by the Transfer Agent).

In certain instances, Authorized Participants may create and redeem Creation Unit\n aggregations of the same Fund on the same trade date. In this instance, the Trust reserves the right\n to settle these transactions on a net basis.

Suspension or Postponement of Right of Creation or Redemption

The Fund may, in its discretion, suspend the right of creation or redemption or may\n postpone the redemption or purchase settlement date, (1) for any period during which the Exchange\n is closed (other than customary weekend and holiday closings); (2) for any period during which trading on\n the Exchange is suspended or restricted; (3) for any period during which an emergency exists as a\n result of which disposal of the shares of the Fund’s portfolio securities or determination of its NAV is not reasonably practicable; or (4) in such other circumstance as is permitted by the SEC.

Cancellations

In the event an order is cancelled, the Authorized Participant will be responsible\n for reimbursing the Fund for all costs associated with cancelling the order, including costs for repositioning\n the portfolio, provided the Authorized Participant shall not be responsible for such costs if the order was\n cancelled for reasons outside the Authorized Participant’s control or the Authorized Participant was not otherwise responsible or at fault for such cancellation. Upon written notice to the Distributor, such cancelled\n order may be resubmitted the following Business Day, with a newly constituted Portfolio Deposit or Fund Securities\n to reflect the next calculated NAV.

Transaction Fees

Transaction fees payable to the Trust are imposed to compensate the Trust for the\n transfer and other transaction costs of the Fund associated with the issuance and redemption of Creation\n Units of Shares. A fixed Transaction Fee is applicable to each creation or redemption transaction, regardless\n of the number of Creation Units purchased or redeemed. In addition, a variable Transaction Fee equal to a percentage\n of the value of each Creation Unit purchased or redeemed may be applicable to a creation or redemption\n transaction. Purchasers of Creation Units for cash may also be required to pay an additional charge\n to compensate the relevant Fund for brokerage, market impact or other expenses. Where the Trust permits\n an in-kind purchaser to substitute cash in lieu of depositing a portion of the Deposit Securities, the\n purchaser will be assessed an additional charge for cash purchases. The maximum Transaction Fee on purchases and\n redemptions will be 2.00% of the NAV of any Creation Unit. In all cases, transaction fees will be limited\n in accordance with the applicable requirements of SEC Rules and Regulations. The Transaction Fees charged\n to the Fund are presented in the Authorized Participant Handbook.

Purchasers of Shares in Creation Units are responsible for the costs of transferring\n the securities constituting the Deposit Securities to the account of the Trust. Investors will also\n bear the costs of transferring securities from the Fund to their account or on their order. Investors who use the\n services of a broker or other such intermediary may be charged a fee for such services.

These fees may, in certain circumstances, be paid by ProShare Advisors or otherwise\n waived.

Continuous Offering

The method by which Creation Units are created and traded may raise certain issues\n under applicable securities laws. Because new Creation Units are issued and sold by the\n Trust on an ongoing basis, at any point a “distribution,” as such term is used in the 1933 Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part may, depending on the circumstances,\n result in their being deemed participants in a distribution in a manner which could render them statutory\n underwriters and subject them to the prospectus delivery and liability provisions of the 1933 Act.\n For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units\n after placing an order with the Distributor, breaks them down into constituent Shares and sells some or all of\n the Shares comprising such Creation Units directly to its customers; or if it chooses to couple the creation\n of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for Shares.\n A determination of whether a person is an underwriter for the purposes of the 1933 Act depends upon all\n the facts and circumstances pertaining to that person’s activities. Thus, the examples mentioned above should not be considered a complete description of all the activities that could lead a person to\n be deemed an underwriter. Broker-dealer firms should also note that dealers who are effecting transactions in\n Shares, whether or not participating in the distribution of Shares, are generally required to deliver a prospectus.\n This is because the prospectus delivery exemption in Section 4(3) of the 1933 Act is not available in\n respect of such transactions as a result of Section 24(d) of the 1940 Act. The Trust has been granted an exemption\n by the SEC from this prospectus delivery obligation in ordinary secondary market transactions involving\n Shares under certain circumstances, on the condition that purchasers of Shares are provided with a product\n description of the Shares. Broker-dealer firms should note that dealers who are not “underwriters” but are participating in a distribution (as contrasted to an ordinary secondary market transaction), and thus\n dealing with Shares that are part of an “unsold allotment” within the meaning of Section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the 1933\n Act. Firms that incur a prospectus-delivery obligation with respect to Shares are reminded that under Rule\n 153 under the 1933 Act, a prospectus delivery obligation under Section 5(b)(2) of the 1933 Act owed to a national\n securities exchange member in connection with a sale on the national securities exchange is satisfied if the Fund’s prospectus is made available upon request at the national securities exchange on which the Shares\n of such Fund trade. The prospectus delivery mechanism provided in Rule 153 is only available with respect\n to transactions on a national securities exchange and not with respect to other transactions.

DETERMINATION OF NET ASSET VALUE

The NAV per Share for the Fund is computed by dividing the value of the net assets\n of such Fund (i.e., the value of its total assets less total liabilities) by the total number of Shares\n outstanding, rounded to the nearest cent. Expenses and fees, including the management and administration fees,\n are accrued daily and taken into account for purposes of determining NAV. The NAV calculation time for the\n Fund is listed in the chart below (which may be earlier if the relevant Exchange or any relevant bond market\n closes early):

\n\n \n\n \n\n \n \n\n \n\n \n\n \n \n

\n\n

Fund(s)

\n \n

\n\n

Typical NAV Calculation Time

\n\n

Eastern Time

\n \n \n

\n\n

Ultra Oura

\n \n

\n\n

4:00 p.m.

\n \n

Certain portfolio investments may not be traded on days the Fund is open for business.

Securities (including short-term securities) and other assets are generally valued\n at their market value using information provided by a pricing service or market quotations. Short-term securities\n are valued on the basis of amortized cost or based on market prices. Futures contracts and options on\n securities, indexes and futures contracts are generally valued at their last sale price prior to the time\n at which the NAV per share of a class of shares of the Fund is determined. Alternatively, fair valuation procedures\n as described below may be applied if deemed more appropriate. Routine valuation of certain other derivatives\n is performed using procedures approved by the Board of Trustees.

When ProShare Advisors determines that the price of a security is not readily available\n or deems the price unreliable, it may, in good faith, establish a fair value for that security.\n The Board has designated ProShare Advisors as “valuation designee” to perform fair value determinations for all of the Funds’ investments for which market quotations are not readily available (or are deemed unreliable).\n The Board shall oversee ProShare Advisors’ fair value determinations and its performance as valuation designee. The use of a fair valuation method may be appropriate if, for example, market quotations do not\n accurately reflect fair value for an investment, an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (for example,\n a foreign exchange or market), a trading halt closes an exchange or market early, or other events result\n in an exchange or market delaying its normal close.

TAXATION

OVERVIEW

Set forth below is a general discussion of certain U.S. federal income tax issues\n concerning the Fund and the purchase, ownership, and disposition of the Fund’s Shares. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant\n to shareholders in light of their particular circumstances, nor to certain types of shareholders subject to special\n treatment under the federal income tax laws (for example, life insurance companies, banks and other financial\n institutions, and IRAs and other retirement plans). This discussion is based upon present provisions\n of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities,\n all of which are subject to change, which change may be retroactive. Prospective investors should consult their\n own tax advisors with regard to the federal tax consequences of the purchase, ownership, or disposition of the Fund’s Shares, as well as the tax consequences arising under the laws of any state, foreign country, or other\n taxing jurisdiction.

TAXATION OF THE FUND

The Fund has elected, or intends to elect, and intends to qualify and to be eligible\n each year to be treated as a RIC under Subchapter M of the Code. A RIC generally is not subject to\n federal income tax on income and gains distributed in a timely manner to its shareholders. To qualify for\n treatment as a RIC, the Fund generally must, among other things:

(a) derive in each taxable year at least 90% of its gross income from (i) dividends,\n interest, payments with respect to certain securities loans and gains from the sale or other\n disposition of stock, securities or foreign currencies, or other income (including but not limited to gains\n from options, futures, or forward contracts) derived with respect to its business of investing in such stock,\n securities or currencies; and (ii) net income derived from interests in “qualified publicly traded partnerships” as described below (the income described in this subparagraph (a), “Qualifying Income”);

(b) diversify its holdings so that, at the end of each quarter of the Fund’s taxable year (or by the end of the 30-day period following the close of such quarter), (i) at least 50% of the\n fair market value of the Fund’s assets is represented by cash and cash items (including receivables), U.S. government securities, the securities of other RICs and other securities, with such other securities limited,\n in respect of any one issuer, to a value not greater than 5% of the value of the Fund’s total assets and to an amount not greater than 10% of the outstanding voting securities of such issuer, and (ii) not greater than 25% of\n the value of its total assets is invested, including through corporations in which the Fund owns a 20% or more voting\n stock interest, in (x) the securities (other than U.S. government securities and the securities of other\n RICs) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar\n or related trades or businesses, or (y) the securities of one or more qualified publicly traded partnerships\n (as defined below); and

(c) distribute with respect to each taxable year at least 90% of the sum of its investment\n company taxable income (as that term is defined in the Code without regard to the deduction\n for dividends paid—generally, taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and net tax-exempt interest income, for such year.

In general, for purposes of the 90% gross income requirement described in subparagraph\n (a) above, income derived from a partnership will be treated as Qualifying Income only to the\n extent such income is attributable to items of income of the partnership which would be Qualifying Income\n if realized directly by the RIC. However, 100% of the net income of a RIC derived from an interest in a “qualified publicly traded partnership” (a partnership (x) the interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof, and (y) that\n derives less than 90% of its income from the Qualifying Income described in clause (i) of subparagraph (a) above)\n will be treated as Qualifying Income. In general, such entities will be treated as partnerships for federal\n income tax purposes because they meet the passive income requirement under Code Section 7704(c)(2). In\n addition, although in general the passive loss rules of the Code do not apply to RICs, such rules do apply\n to a RIC with respect to

items attributable to an interest in a qualified publicly traded partnership. Moreover,\n the amounts derived from investments in foreign currency will be treated as Qualifying Income for purposes\n of subparagraph (a) above. There is a remote possibility that the Internal Revenue Service (“IRS”) could issue guidance contrary to such treatment with respect to foreign currency gains that are not directly related to a RIC’s principal business of investing in stocks or securities (or options or futures with respect to stocks or\n securities), which could affect the Fund’s ability to meet the 90% gross income test and adversely affect the manner in which that Fund is managed.

For purposes of the diversification test described in subparagraph (b) above, the term “outstanding voting securities of such issuer” will include the equity securities of a qualified publicly traded partnership. Also, for purposes of the diversification test in (b) above, the identification of\n the issuer (or, in some cases, issuers) of a particular Fund investment can depend on the terms and conditions of\n that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and\n an adverse determination or future guidance by the IRS with respect to issuer identification for a particular\n type of investment may adversely affect the Fund’s ability to meet the diversification test in (b) above.

If, in any taxable year, the Fund were to fail to meet the 90% gross income, diversification\n or distribution test described above, the Fund could in some cases cure such failure,\n including by paying the Fund-level tax, paying interest, making additional distributions, or disposing of\n certain assets. If the Fund were ineligible to or did not cure such a failure for any taxable year, or otherwise\n failed to qualify as a RIC accorded special tax treatment under the Code, the Fund would be subject to tax on\n its taxable income at corporate rates, and all distributions from earnings and profits, including distributions\n of net tax-exempt income and net long-term capital gain (if any), may be taxable to shareholders as\n dividend income. In such a case, distributions from the Fund would not be deductible by the Fund in computing\n its taxable income. In addition, in order to requalify for taxation as a RIC, the Fund may be required to\n recognize unrealized gains, pay substantial taxes and interest, and make certain distributions.

As noted above, if the Fund qualifies as a RIC that is accorded special tax treatment,\n the Fund will not be subject to federal income tax on income that is distributed in a timely manner\n to its shareholders in the form of dividends (including Capital Gain Dividends, as defined below).

The Fund expects to distribute at least annually to its shareholders all or substantially\n all of its investment company taxable income (computed without regard to the dividends-paid deduction),\n its net tax-exempt income (if any) and its net capital gain (that is, the excess of its net\n long-term capital gains over its net short-term capital losses, in each case determined with reference to any loss\n carryforwards). Investment company taxable income that is retained by the Fund will be subject to tax at regular\n corporate rates. If the Fund retains any net capital gain, it will be subject to tax at regular corporate\n rates on the amount retained, but it may designate the retained amount as undistributed capital gains in a notice\n mailed within 60 days of the close of the Fund’s taxable year to its shareholders who, in turn, (i) will be required to include in income for federal income tax purposes, as long-term capital gain, their shares of such undistributed\n amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by the Fund\n on such undistributed amount against their federal income tax liabilities, if any, and to claim refunds on a properly\n filed U.S. tax return to the extent the credit exceeds such liabilities. If the Fund makes this designation,\n for federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased\n by an amount equal to the difference between the amount of undistributed capital gains included in the shareholder’s gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder\n under clause (ii) of the preceding sentence. The Fund is not required to, and there can be no assurance that\n the Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year.

In determining its net capital gain, including in connection with determining the\n amount available to support a Capital Gain Dividend (as defined below), its taxable income and its earnings\n and profits, a RIC generally may elect to treat part or all of any post-October capital loss (defined\n as any net capital loss attributable to the portion of the taxable year after October 31 or, if there is no\n such loss, the net long-term capital loss or net short-term capital loss attributable to such portion of the taxable\n year) or late-year ordinary loss (generally, the sum of (i) net ordinary loss, if any, from the sale, exchange\n or other taxable disposition of

property, attributable to the portion, if any, of the taxable year after October 31,\n and its (ii) other net ordinary loss, if any, attributable to the portion, if any, of the taxable year after December\n 31) as if incurred in the succeeding taxable year.

Amounts not distributed on a timely basis in accordance with a prescribed formula\n are subject to a nondeductible 4% excise tax at the Fund level. To avoid the tax, the Fund must distribute\n during each calendar year an amount generally equal to the sum of (1) at least 98% of its ordinary\n income (not taking into account any capital gains or losses) for the calendar year, (2) at least 98.2% of\n its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for a one-year period generally\n ending on October 31 of the calendar year (or November 30 or December 31 of that year if the Fund is permitted\n to elect and so elects), and (3) all such ordinary income and capital gains that were not distributed\n in previous years. For purposes of the required excise tax distribution, ordinary gains and losses from the\n sale, exchange, or other taxable disposition of property that would be properly taken into account after October\n 31 (or November 30 or December 31 of that year if the Fund is permitted to elect and so elects) are generally\n treated as arising on January 1 of the following calendar year. Also, for these purposes, the Fund will\n be treated as having distributed any amount on which it is subject to corporate income tax for the taxable\n year ending within the calendar year. The Fund intends generally to make distributions sufficient to avoid\n imposition of the excise tax, although the Fund reserves the right to pay an excise tax rather than make an\n additional distribution when circumstances warrant (for example, the payment of the excise tax amount is deemed\n to be de minimis).

A distribution will be treated as paid on December 31 of a calendar year if it is\n declared by the Fund in October, November or December of that year with a record date in such a month\n and is paid by the Fund during January of the following year. Such distributions will be taxable to shareholders\n in the calendar year in which the distributions are declared, rather than the calendar year in which\n the distributions are received.

Capital losses in excess of capital gains (“net capital losses”) are not permitted to be deducted against the Fund’s net investment income. Instead, potentially subject to certain limitations, the Fund may carry net capital losses forward from any taxable year to subsequent taxable years\n to offset capital gains, if any, realized during such subsequent taxable years. Distributions from capital gains\n are generally made after applying any available capital loss carryforwards. Capital loss carryforwards are\n reduced to the extent they offset current-year net realized capital gains, whether the Fund retains or distributes\n such gains. Any such capital loss carryforwards will generally retain their character as short-term or\n long-term and will be applied first against gains of the same character before offsetting gains of a different character\n (e.g., net capital losses resulting from previously realized net long-term losses will first offset any long-term\n capital gain, with any remaining amounts available to offset any net short-term capital gain).

TAXATION OF FUND DISTRIBUTIONS

Distributions of investment income are generally taxable to shareholders as ordinary\n income. Taxes on distributions of capital gains are determined by how long the Fund owned the investments\n that generated them, rather than how long a shareholder has owned his or her shares. In general,\n the Fund will recognize long-term capital gain or loss on investments it has owned for more than one year,\n and short-term capital gain or loss on investments it has owned for one year or less. Tax rules can alter the Fund’s holding period in investments and thereby affect the tax treatment of gain or loss on such investments.\n Distributions of net capital gain—the excess of net long-term capital gain over net short-term capital losses, in each case determined with reference to any loss carryforwards—that are properly reported by the Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable to shareholders as long-term capital gains includible in net capital gain and taxable to individuals at reduced rates. Distributions of net\n short-term capital gain (as reduced by any net long-term capital loss for the taxable year) will be taxable to\n shareholders as ordinary income.

The Code generally imposes a 3.8% Medicare contribution tax on the net investment\n income of certain individuals, trusts, and estates to the extent their income exceeds certain\n threshold amounts. For these purposes, “net investment income” generally includes, among other things, (i) distributions paid by the Fund

of ordinary dividends and Capital Gain Dividends as described above, and (ii) any\n net gain from the sale, redemption or exchange of Fund shares. Shareholders are advised to consult their tax\n advisors regarding the possible implications of this additional tax on their investment in the Fund.

Distributions are taxable whether shareholders receive them in cash or reinvest them\n in additional shares. Distributions are also taxable to shareholders even if they are paid from\n income or gains earned by the Fund before a shareholder’s investment (and thus were included in the price the shareholder paid for the Fund shares). Investors should be careful to consider the tax implications of buying shares\n of the Fund just prior to a distribution. The price of shares purchased at this time will include the amount\n of the forthcoming distribution, but the distribution will generally be taxable.

A dividend or Capital Gain Dividend with respect to shares of the Fund held by a tax-deferred\n or qualified plan, such as an IRA, retirement plan, or corporate pension or profit sharing\n plan, generally will not be taxable to the plan. Distributions from such plans will be taxable to individual\n participants under applicable tax rules without regard to the character of the income earned by the qualified plan.\n Shareholders should consult their tax advisors to determine the suitability of shares of the Fund as an\n investment through such plans and the precise effect of an investment on their particular situation.

If the Fund’s distributions exceed its current and accumulated earnings and profits, all or a portion of the distributions made in the same taxable year may be recharacterized as a return\n of capital to shareholders to the extent of the shareholder’s cost basis in the Fund. A return of capital distribution will generally not be taxable, but will reduce each shareholder’s cost basis in the Fund and result in a higher reported capital gain or lower reported capital loss when those shares on which the distribution was received\n are sold. Distributions in excess of a shareholder’s cost basis will be treated as gain from the sale or exchange of property, the tax consequences of which are described under Disposition of Shares.

Shareholders will be notified annually as to the U.S. federal tax status of Fund distributions,\n and shareholders receiving distributions in the form of newly issued shares will receive\n a report as to the value of the shares received.

QUALIFIED DIVIDEND INCOME

“Qualified dividend income” received by an individual is taxed at the rates applicable to net capital gain. In order for some portion of the dividends received by the Fund shareholder\n to be qualified dividend income, the Fund must meet holding period and other requirements with respect to some\n portion of the dividend-paying stocks in its portfolio and the shareholder must meet holding period\n and other requirements with respect to the Fund’s Shares. A dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (1) if the dividend is received with respect to any share\n of stock held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before\n the date on which such share becomes ex-dividend with respect to such dividend (or, in the case of certain\n preferred stock, 91 days during the 181-day period beginning 90 days before such date), (2) to the extent that\n the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments\n with respect to positions in substantially similar or related property, (3) if the recipient elects to have\n the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest,\n or (4) if the dividend is received from a foreign corporation that is (a) not eligible for the benefits of\n a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such\n a foreign corporation that is readily tradable on an established securities market in the United States) or (b)\n treated as a passive foreign investment company. In general, distributions of investment income reported by the\n Fund as derived from qualified dividend income will be treated as qualified dividend income in the hands\n of a shareholder taxed as an individual, provided the shareholder meets the holding period and other requirements\n described above with respect to the Fund’s Shares.

QUALIFIED REIT DIVIDENDS

Distributions by the Fund to its shareholders that the Fund properly reports as “section 199A dividends,” as defined and subject to certain conditions described below, are treated as qualified REIT dividends in the hands of non-corporate shareholders. Non-corporate shareholders are\n permitted a federal income tax deduction equal to 20% of qualified REIT dividends received by them, subject\n to certain limitations. Very generally, a “section 199A dividend” is any dividend or portion thereof that is attributable to certain dividends received by a RIC from REITs, to the extent such dividends are properly\n reported as such by the RIC in a written notice to its shareholders. A section 199A dividend is treated\n as a qualified REIT dividend only if the shareholder receiving such dividend holds the dividend-paying\n regulated investment company shares for at least 46 days of the 91-day period beginning 45 days before\n the shares become ex-dividend, and is not under an obligation to make related payments with respect\n to a position in substantially similar or related property. The Fund is permitted to report such part\n of its dividends as section 199A dividends as are eligible, but is not required to do so. Distributions of income\n or gain attributable to derivatives with respect to REIT securities, including swaps, will not constitute\n qualified REIT dividends. Unless later extended or made permanent, this 20% deduction will no longer be available\n for taxable years beginning after December 31, 2025.

Subject to any future regulatory guidance to the contrary, any distribution of income\n attributable to qualified publicly traded partnership income from the Fund’s investment in an MLP will ostensibly not qualify for the deduction that would be available to a non-corporate shareholder were the\n shareholder to own such MLP directly. Furthermore, distributions of income or gain attributable to swaps on\n MLP securities will not constitute qualified publicly traded partnership income and will not be eligible for\n such deduction.

Dividends-Received Deduction

In general, dividends of net investment income received by corporate shareholders\n of the Fund may qualify for the dividends-received deduction generally available to corporations to\n the extent of the amount of eligible dividends received by the Fund from domestic corporations for the taxable\n year. A dividend received by the Fund will not be treated as a dividend eligible for the dividends-received\n deduction (1) if it has been received with respect to any share of stock that the Fund has held for less than 46\n days (91 days in the case of certain preferred stock) during the 91-day period beginning on the date which is\n 45 days before the date on which such share becomes ex-dividend with respect to such dividend (during the 181-day\n period beginning 90 days before such date in the case of certain preferred stock) or (2) to the extent\n that the Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect\n to positions in substantially similar or related property. Moreover, the dividends-received deduction\n may otherwise be disallowed or reduced (1) if the corporate shareholder fails to satisfy the foregoing\n requirements with respect to its shares of the Fund or (2) by application of various provisions of the Code\n (for instance, the dividends-received deduction is reduced in the case of a dividend received on debt-financed\n portfolio stock (generally, stock acquired with borrowed funds)).

Repurchase Agreements

Any distribution of income that is attributable to (i) income received by the Fund\n in lieu of dividends with respect to securities on loan pursuant to a securities lending transaction\n or (ii) dividend income received by the Fund on securities it temporarily purchased from a counterparty pursuant\n to a repurchase agreement that is treated for U.S. federal income tax purposes as a loan by the Fund,\n will not constitute qualified dividend income to individual shareholders and will not be eligible for\n the dividends-received deduction for corporate shareholders.

DISPOSITION OF SHARES

Upon a sale, exchange or other disposition of shares of the Fund, a shareholder will\n generally realize a taxable gain or loss depending upon his or her basis in the shares. A gain or loss\n will be treated as capital gain or loss if the shares are capital assets in the shareholder’s hands, and generally will be long-term or

short-term capital gain or loss depending upon the shareholder’s holding period for the shares. Any loss realized on a sale, exchange or other disposition will be disallowed to the extent\n the shares disposed of are replaced (including through reinvestment of dividends) within a period of 61 days\n beginning 30 days before and ending 30 days after the shares are disposed of. In such a case, the basis of\n the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized by a shareholder on the disposition of the Fund’s Shares held by the shareholder for six months or less will be treated for tax purposes\n as a long-term capital loss to the extent of any distributions of Capital Gain Dividends received or treated\n as having been received by the shareholder with respect to such shares.

MARKET DISCOUNT

If the Fund purchases in the secondary market a debt security that has a fixed maturity\n date of more than one year from its date of issuance at a price lower than the stated redemption\n price of such debt security (or, in the case of a debt security issued with “original issue discount” (described below), a price below the debt security’s “revised issue price”), the excess of the stated redemption price over the purchase price is “market discount.” If the amount of market discount is more than a de minimis amount, a portion of such market discount must be included as ordinary income (not capital gain) by the Fund\n in each taxable year in which the Fund owns an interest in such debt security and receives a principal payment\n on it. In particular, the Fund will be required to allocate that principal payment first to the portion\n of the market discount on the debt security that has accrued but has not previously been includable in income. In\n general, the amount of market discount that must be included for each period is equal to the lesser of (i)\n the amount of market discount accruing during such period (plus any accrued market discount for prior periods\n not previously taken into account) or (ii) the amount of the principal payment with respect to such period.\n Generally, market discount accrues on a daily basis for each day the debt security is held by the Fund\n at a constant rate over the time remaining to the debt security’s maturity or, at the election of the Fund, at a constant yield to maturity which takes into account the semi-annual compounding of interest. Gain realized on\n the disposition of a market discount obligation must be recognized as ordinary interest income (not capital\n gain) to the extent of the accrued market discount.

ORIGINAL ISSUE DISCOUNT

Certain debt securities may be treated as debt securities that were originally issued\n at a discount. Original issue discount can generally be defined as the difference between the price\n at which a security was issued and its stated redemption price at maturity. Original issue discount that accrues\n on a debt security in a given year generally is treated for federal income tax purposes as interest income\n that is included in the Fund’s income and, therefore, subject to the distribution requirements applicable to RICs, even though the Fund may not receive a corresponding amount of cash until a partial or full repayment\n or disposition of the debt security.

Some debt securities may be purchased by the Fund at a discount that exceeds the original\n issue discount on such debt securities, if any. This additional discount represents market\n discount for federal income tax purposes (see above).

If the Fund holds the foregoing kinds of securities, it may be required to pay out\n as an income distribution each year an amount which is greater than the total amount of cash interest\n the Fund actually received. Such distributions may be made from the cash assets of the Fund or, if necessary,\n by disposition of portfolio securities including at a time when it may not be advantageous to do so.\n These dispositions may cause the Fund to realize higher amounts of short-term capital gains (generally taxed\n to shareholders at ordinary income tax rates) and, in the event the Fund realizes net capital gains from\n such transactions, its shareholders may receive a larger Capital Gain Dividend than if the Fund had not held\n such securities.

OPTIONS, FUTURES, FORWARD CONTRACTS AND SWAPS

The tax treatment of certain contracts (including regulated futures contracts and\n non-equity options) entered into by the Fund will be governed by Section 1256 of the Code (“Section 1256 contracts”). Gains (or losses) on these contracts generally are considered to be 60% long-term and 40% short-term\n capital gains or losses (“60/40”), although foreign currency gains or losses arising from certain Section 1256 contracts may be treated as ordinary in character (see “Foreign Currency Transactions” below). Also, Section 1256 contracts held by the Fund at the end of each taxable year (and for purposes of the 4% excise\n tax, on certain other dates prescribed in the Code) are “marked-to-market” with the result that unrealized gains or losses are treated as though they were realized and the resulting gains or losses are treated as ordinary\n or 60/40 gains or losses, as appropriate.

The tax treatment of a payment made or received on a swap to which the Fund is a party,\n and in particular whether such payment is, in whole or in part, capital or ordinary in character,\n will vary depending upon the terms of the particular swap contract.

Transactions in options, futures, forward contracts, swaps and certain positions undertaken\n by the Fund may result in “straddles” for federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by the Fund, and losses realized by the Fund on positions\n that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in\n calculating taxable income for the taxable year in which the losses are realized. In addition, certain carrying\n charges (including interest expense) associated with positions in a straddle may be required to be capitalized\n rather than deducted currently. Certain elections that the Fund may make with respect to its straddle positions\n may also affect the amount, character and timing of the recognition of gains or losses from the affected\n positions.

Because only a few regulations implementing the straddle rules have been promulgated,\n the consequences of such transactions to the Fund is not entirely clear. The straddle\n rules may increase the amount of short-term capital gain realized by the Fund, which is taxed as ordinary\n income when distributed to shareholders. Because application of the straddle rules may affect the character of\n gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions,\n the amount which must be distributed to shareholders as ordinary income or long-term capital gain may\n be increased or decreased substantially as compared to the Fund that did not engage in such transactions.

More generally, investments by the Fund in options, futures, forward contracts, swaps\n and other derivative financial instruments are subject to numerous special and complex tax rules.\n These rules could affect whether gains and losses recognized by the Fund are treated as ordinary or\n capital, accelerate the recognition of income or gains to the Fund and defer or possibly prevent the recognition\n or use of certain losses by the Fund. The rules could, in turn, affect the amount, timing or character\n of the income distributed to shareholders by the Fund. In addition, because the tax rules applicable to such\n instruments may be uncertain under current law, an adverse determination or future IRS guidance with\n respect to these rules (which determination or guidance could be retroactive) may affect whether the Fund\n has made sufficient distributions and otherwise satisfied the relevant requirements to maintain its qualification\n as a RIC and avoid the Fund-level tax.

CONSTRUCTIVE SALES

Under certain circumstances, the Fund may recognize gain from a constructive sale\n of an “appreciated financial position” it holds if it enters into a short sale, forward contract or other transaction that substantially reduces the risk of loss with respect to the appreciated position. In\n that event, the Fund would be treated as if it had sold and immediately repurchased the property and would be taxed\n on any gain (but would not recognize any loss) from the constructive sale. The character of gain from a constructive\n sale would depend upon the Fund’s holding period in the property. Appropriate adjustments would be made in the amount of any gain or loss subsequently realized on the position to reflect the gain recognized\n on the constructive sale. Loss from a constructive sale would be recognized when the property was subsequently\n disposed of, and its character would depend on the Fund’s holding period and the application of various loss deferral provisions

of the Code. Constructive sale treatment does not generally apply to a transaction\n if such transaction is closed on or before the end of the 30th day after the close of the Fund’s taxable year and the Fund holds the appreciated financial position throughout the 60-day period beginning with the day\n such transaction closed. The term “appreciated financial position” excludes any position that is “marked-to-market.”

FOREIGN INVESTMENTS AND TAXES

Investment income and gains received by the Fund from foreign investments may be subject\n to foreign withholding and other taxes, which could decrease the Fund’s return on those investments. The effective rate of foreign taxes to which the Fund will be subject depends on the specific\n countries in which its assets will be invested and the extent of the assets invested in each such country\n and, therefore, cannot be determined in advance. If more than 50% of the Fund’s assets at year end consists of the securities of foreign corporations, the Fund may elect to permit shareholders to claim a credit or deduction\n on their income tax returns for their pro rata portions of qualified taxes paid by the Fund to foreign\n countries in respect of foreign securities that the Fund has held for at least the minimum period specified in the\n Code. In such a case, shareholders will include in gross income from foreign sources their pro rata shares\n of such taxes paid by the Fund. A shareholder’s ability to claim an offsetting foreign tax credit or deduction in respect of foreign taxes paid by the Fund is subject to certain limitations imposed by the Code, which may result in the shareholder’s not receiving a full credit or deduction (if any) for the amount of such taxes. Shareholders\n who do not itemize on their U.S. federal income tax returns may claim a credit (but not a deduction)\n for such foreign taxes. Even if the Fund were eligible to make such an election for a given year, it may determine\n not to do so. Shareholders that are not subject to U.S. federal income tax, and those who invest\n in the Fund through tax-advantaged accounts (including those who invest through individual retirement\n accounts or other tax-advantaged retirement plans), generally will receive no benefit from any tax credit\n or deduction passed through by the Fund.

FOREIGN CURRENCY TRANSACTIONS

Gains or losses attributable to fluctuations in exchange rates that occur between\n the time the Fund accrues income or other receivables or accrues expenses or other liabilities denominated\n in a foreign currency and the time the Fund actually collects such receivables or pays such liabilities\n generally are treated as ordinary income or ordinary loss. Similarly, on disposition of some investments, including\n debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable\n to fluctuations in the value of the foreign currency between the acquisition and disposition of the position\n also are treated as ordinary income or loss. In certain circumstances, the Fund may elect to treat foreign\n currency gain or loss attributable to a forward contract, a futures contract or an option as capital gain\n or loss. Furthermore, foreign currency gain or loss arising from certain types of Section 1256 contracts is treated\n as capital gain or loss, although the Fund may elect to treat foreign currency gain or loss from such contracts\n as ordinary in character. These gains and losses, referred to under the Code as “Section 988” gains or losses, increase or decrease the amount of the Fund’s investment company taxable income available (and required) to be distributed to its shareholders as ordinary income. If the Fund’s Section 988 losses exceed other investment company taxable income during a taxable year, the Fund would not be able to make any\n ordinary dividend distributions, or distributions made before the losses were realized would be recharacterized\n as a return of capital to shareholders, rather than as ordinary dividends, thereby reducing each shareholder’s basis in his or her Fund Shares.

Certain of the Fund’s investments in derivative instruments and foreign currency-denominated instruments, and any of the Fund’s transactions in foreign currencies and hedging activities, are likely to produce a difference between its book income and its taxable income. If such a difference\n arises, and the Fund’s book income is less than its taxable income, the Fund could be required to make distributions exceeding book income to qualify as a RIC that is accorded special tax treatment.\n In the alternative, if the Fund’s book income exceeds its taxable income (including realized capital gains), the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and

profits (including earnings and profits arising from tax-exempt income), (ii) thereafter,\n as a return of capital to the extent of the recipient’s basis in its shares, and (iii) thereafter as gain from the sale or exchange of a capital asset.

MASTER LIMITED PARTNERSHIPS

The Fund’s ability to invest in MLPs that are treated as qualified publicly traded partnerships (“QPTPs”) for federal income tax purposes is limited by the Fund’s intention to qualify as a RIC, and if the Fund does not appropriately limit such investments or if such investments are recharacterized\n for U.S. tax purposes, the Fund’s status as a RIC may be jeopardized. Among other limitations, the Fund is permitted to have no more than 25% of the value of its total assets invested, including through\n corporations in which the Fund owns a 20% or more voting stock interest, in QPTPs including MLPs. The Fund’s investments in MLPs potentially will result in distributions from that Fund (i) constituting returns of\n capital not included in a shareholder’s income but reducing the shareholder’s tax basis in his or her shares; (ii) attributable to gain recognized that is recharacterized as ordinary income and, therefore, not offset by\n capital losses; or (iii) taxable to such shareholder even though they represent appreciation realized by that\n Fund prior to the shareholder’s investment therein. That Fund’s investments in MLPs will also potentially cause it to recognize taxable income on its investments in excess of the cash generated thereby, and therefore\n require the Fund to sell investments, including when not otherwise advantageous to do so, in order to\n satisfy the distribution requirements for treatment as a RIC and to eliminate the Fund-level tax.

INVESTMENTS IN EXCHANGE-TRADED FUNDS

The Fund may invest in exchange-traded funds, including exchange-traded funds registered\n under the 1940 Act (“Underlying ETFs”). Some such Underlying ETFs will be treated as regulated investment companies for federal income tax purposes (each such Underlying ETF, an “Underlying RIC”). In such cases, the Fund’s income and gains will normally consist, in whole or part, of dividends and other distributions from the Underlying RICs and gains and losses on the disposition of shares of the Underlying\n RICs. The amount of income and capital gains realized by the Fund and in turn the Fund’s shareholders in respect of the Fund’s investments in Underlying RICs may be greater than such amounts would have been had\n the Fund invested directly in the investments held by the Underlying RICs, rather than in the shares\n of the Underlying RICs. Similarly, the character of such income and gains (e.g., long-term capital gain, eligibility for the dividends-received deduction, etc.) will not necessarily be the same as it would have been had the Fund\n invested directly in the investments held by the Underlying RICs.

To the extent that an Underlying RIC realizes net losses on its investments for a\n given taxable year, the Fund that invests in the Underlying RIC will not be able to benefit from those\n losses until and only to the extent that (i) the Underlying RIC realizes gains that it can reduce by those losses,\n or (ii) the Fund recognizes its share of those losses when it disposes of shares in the Underlying RIC in a transaction\n qualifying for sale or exchange treatment. Moreover, when the Fund makes such a disposition, any loss\n it recognizes will be a capital loss. The Fund will not be able to offset any capital losses from its dispositions\n of shares of the Underlying RIC against its ordinary income (including distributions deriving from\n net short-term capital gains realized by the Underlying RIC). In addition, a portion of such capital loss may be\n long-term, which will first offset the Fund’s capital gains, increasing the likelihood that the Fund’s short-term capital gains will be distributed to shareholders as ordinary income.

In the event that the Fund invests in an Underlying RIC that is not publicly offered\n within the meaning of the Code, the Fund’s redemption of shares of such Underlying RIC may cause the Fund to be treated as receiving a dividend taxable as ordinary income on the full amount of the\n redemption instead of being treated as realizing capital gain (or loss) on the redemption of the shares\n of the Underlying RIC.

The Fund may invest in one or more exchange-traded funds that invest in commodities\n or options, futures, or forwards with respect to commodities, and are treated as QPTPs for federal\n income tax purposes. As noted above, the Fund is limited to investing no more than 25% of the value of\n its total assets in the securities of one or more QPTPs. Although income from QPTPs is generally qualifying\n income, if an ETF intending to qualify as a QPTP fails to so qualify and is treated as a partnership\n for U.S. federal income tax purposes, a portion of its income may not be qualifying income. It is also possible\n that an ETF intending to qualify as a QPTP will be treated as a corporation for federal income tax purposes.\n In such a case, it will be potentially liable for an entity-level corporate income tax, which will adversely\n affect the return thereon. There can be no guarantee that any ETF will be successful in qualifying as a QPTP.\n In addition, there is little regulatory guidance concerning the application of the rules governing qualification\n as a QPTP, and it is possible that future guidance may adversely affect the qualification of ETFs as QPTPs. The Fund’s ability to pursue an investment strategy that involves investments in QPTPs may be limited by that Fund’s intention to qualify as a RIC, and may bear adversely on that Fund’s ability to so qualify.

The Fund may invest in exchange-traded funds that are organized as trusts and that\n invest in crypto assets. An exchange-traded trust is a pooled trust that may invest, among other commodities,\n in crypto assets, and issues shares that are traded on a securities exchange. When the pool of underlying\n assets is fixed, exchange traded trusts are treated as transparent for U.S. federal income tax purposes,\n and thus, the Fund will be treated as holding its share of an exchange traded trust’s assets for purpose of determining whether the Fund meets the 90% gross income test described above. As with other investments in\n crypto assets, investments in exchange traded trusts may generate non-qualifying income for purposes\n of this test. As a result, the Fund’s investments in exchange traded trusts can be limited by the Fund’s intention to qualify as a RIC, and can bear adversely on the Fund’s ability to so qualify.

PASSIVE FOREIGN INVESTMENT COMPANIES

The Fund may invest in shares of foreign corporations that are classified under the\n Code as passive foreign investment companies (“PFICs”). In general, a foreign corporation is classified as a PFIC if at least one-half of its assets constitute investment-type assets, or 75% or more of its gross\n income is investment-type income. Certain distributions from a PFIC, as well as gain from the sale of PFIC shares, are treated as “excess distributions.” Excess distributions are taxable as ordinary income even though, absent application of the PFIC rules, certain excess distributions might have been classified as capital gains. In\n general, under the PFIC rules, an excess distribution is treated as having been realized ratably over the period\n during which the Fund held the PFIC shares. If the Fund receives an excess distribution with respect to PFIC\n stock, the Fund will itself be subject to tax on the portion of an excess distribution that is allocated to prior\n taxable years without the ability to reduce such tax by making distributions to Fund shareholders, and an interest factor\n will be added to the tax as if the tax had been payable in such prior taxable years.

The Fund may be eligible to elect alternative tax treatment with respect to PFIC shares.\n Under an election that currently is available in some circumstances, the Fund generally would\n be required to include in its gross income its share of the ordinary income and net capital gains of a PFIC\n on a current basis, regardless of whether distributions were received from the PFIC in a given year. If this election\n were made, the special rules, discussed above, relating to the taxation of excess distributions, would not\n apply. Another election would involve marking to market the Fund’s PFIC shares at the end of each taxable year, with the result that unrealized gains would be treated and reported as though they were realized as ordinary\n income on the last day of the taxable year. Any mark-to-market losses and any loss from an actual disposition\n of PFIC shares would be deductible by the Fund as ordinary losses to the extent of any net mark-to-market\n gains included in income in prior years. Making either of these two elections may require the Fund to\n liquidate other investments (including when it is not advantageous to do so) to meet its distribution\n requirements, which also may accelerate the recognition of gain and affect the Fund’s total return. Dividends paid by PFICs will not be eligible to be treated as “qualified dividend income.” Because it is not always possible to identify a foreign corporation as a PFIC, the Fund may incur the tax and interest charges described above\n in some instances.

MORTGAGE POOLING VEHICLES

The Fund may invest directly or indirectly in residual interests in real estate mortgage\n conduits (“REMICs”) (including by investing in residual interests in collateralized mortgage obligations (“CMOs”) with respect to which an election to be treated as a REMIC is in effect) or taxable mortgage pools (“TMPs”). Under a Notice issued by the IRS in October 2006 and U.S. Treasury regulations that\n have yet to be issued but may apply retroactively, a portion of the Fund’s income (including income allocated to the Fund from a REIT or other pass-through entity) that is attributable to a residual interest in\n a REMIC or an equity interest in a TMP (referred to in the Code as an “excess inclusion”) will be subject to federal income tax in all events. This Notice also provides, and the regulations are expected to provide, that excess\n inclusion income of a RIC will be allocated to shareholders of the RIC in proportion to the dividends received\n by such shareholders, with the same consequences as if the shareholders held the related interest directly. As\n a result, the Fund investing in such interests may not be a suitable investment for charitable remainder trusts\n (see Unrelated Business Taxable Income, below).

In general, excess inclusion income allocated to shareholders (i) cannot be offset\n by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will\n constitute unrelated business taxable income (“UBTI”) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on UBTI, thereby\n potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not\n be required to file a tax return, to file a return and pay tax on such income, and (iii) in the case of a foreign\n shareholder (defined below), will not qualify for any reduction in U.S. federal withholding tax. A shareholder\n will be subject to income tax on such inclusions without reference to any exemption therefrom otherwise\n available under the Code.

UNRELATED BUSINESS TAXABLE INCOME

Under current law, income of a RIC that would be treated as UBTI if earned directly\n by a tax-exempt entity generally will not be attributed as UBTI to a tax-exempt entity\n that is a shareholder in the RIC. Notwithstanding this “blocking” effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in the Fund if Shares in the Fund constitute debt-financed property in\n the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).

A tax-exempt shareholder may also recognize UBTI if the Fund recognizes “excess inclusion income” (as described above) derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs if the amount of such income recognized by the Fund exceeds the Fund’s investment company taxable income (after taking into account deductions for dividends paid by\n the Fund). In addition, special tax consequences apply to charitable remainder trusts (“CRTs”) that invest in RICs that invest directly or indirectly in residual interests in REMICs or equity interests in TMPs. Under legislation\n enacted in December 2006, a CRT (as defined in Section 664 of the Code) that realizes any UBTI\n for a taxable year must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance\n issued in October 2006, a CRT will not recognize UBTI as a result of investing in the Fund that recognizes “excess inclusion income.” Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency\n or instrumentality thereof, and certain energy cooperatives) is a record holder of a Share in the Fund that recognizes “excess inclusion income,” then the Fund will be subject to a tax on that portion of its “excess inclusion income” for the taxable year that is allocable to such shareholders at the highest federal corporate\n income tax rate. The extent to which this IRS guidance remains applicable in light of the December 2006\n legislation is unclear. To the extent permitted under the 1940 Act, the Fund may elect to specially allocate\n any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholder’s distributions for the year by the amount of the tax that relates to such shareholder’s interest in the Fund. The Fund has not yet determined whether such an election will be made.

CRTs and other tax-exempt investors are urged to consult their tax advisors concerning\n the consequences of investing in the Fund.

BACKUP WITHHOLDING

The Fund may be required to withhold federal income tax (“backup withholding”) from dividends and capital gains distributions paid to shareholders. Federal tax will be withheld\n if (1) the shareholder fails to furnish the Fund with the shareholder’s correct taxpayer identification number or social security number, (2) the IRS notifies the shareholder or the Fund that the shareholder has failed to report\n properly certain interest and dividend income to the IRS and to respond to notices to that effect, or (3) when\n required to do so, the shareholder fails to certify to the Fund that he or she is not subject to backup withholding.\n Any amounts withheld under the backup withholding rules may be credited against the shareholder’s federal income tax liability.

In order for a foreign investor to qualify for exemption from the backup withholding\n tax rates and for reduced withholding tax rates under income tax treaties, the foreign investor\n must comply with special certification and filing requirements. Foreign investors in the Fund should consult\n their tax advisors in this regard.

NON-U.S. SHAREHOLDERS

Distributions by the Fund to a shareholder that is not a “United States person” within the meaning of the Code (such a shareholder, a “foreign shareholder”) properly reported by the Fund as (1) Capital Gain Dividends, (2) short-term capital gain dividends, and (3) interest-related dividends,\n each as defined and subject to certain conditions described below, generally are not subject to withholding of\n U.S. federal income tax.

In general, the Code defines (1) “short-term capital gain dividends” as distributions of net short-term capital gains in excess of net long-term capital losses and (2) “interest-related dividends” as distributions from U.S. source interest income of types similar to those not subject to U.S. federal\n income tax if earned directly by an individual foreign shareholder, in each case to the extent such distributions\n are properly reported as such by the Fund in a written notice to shareholders.

The exceptions to withholding for Capital Gain Dividends and short-term capital gain\n dividends do not apply to (A) distributions to an individual foreign shareholder who is present\n in the United States for a period or periods aggregating 183 days or more during the year of the distribution\n and (B) distributions attributable to gain that is treated as effectively connected with the conduct by\n the foreign shareholder of a trade or business within the United States under special rules regarding the disposition\n of U.S. real property interests as described below. The exception to withholding for interest-related dividends\n does not apply to distributions to a foreign shareholder (A) that has not provided a satisfactory statement\n that the beneficial owner is not a U.S. person, (B) to the extent that the dividend is attributable to\n certain interest on an obligation if the foreign shareholder is the issuer or is a 10% shareholder of the\n issuer, (C) that is within certain foreign countries that have inadequate information exchange with the United\n States, or (D) to the extent the dividend is attributable to interest paid by a person that is a related\n person of the foreign shareholder and the foreign shareholder is a controlled foreign corporation. If the\n Fund invests in a RIC that pays Capital Gain Dividends, short-term capital gain dividends or interest-related\n dividends to the Fund, such distributions retain their character as not subject to withholding if properly reported\n when paid by the Fund to foreign shareholders. The Fund is permitted to report such part of its dividends as\n interest-related and/or short-term capital gain dividends as are eligible, but is not required to do so.

In order to qualify for the withholding exemptions for Capital Gain Dividends interest-related\n and short-term capital gain dividends, a foreign shareholder is required to comply with\n applicable certification requirements relating to its non-U.S. status (including, in general, furnishing the\n applicable W-8 form or substitute form). In the case of shares held through an intermediary, the intermediary\n may withhold even if the Fund reports all or a portion of a payment as an interest-related or short-term capital\n gain dividend to shareholders. Foreign shareholders should consult their tax advisors or intermediaries,\n as applicable, regarding the application of these rules to their accounts.

Distributions by the Fund to foreign shareholders other than Capital Gain Dividends,\n short-term capital gain dividends and interest-related dividends (e.g., dividends attributable to foreign-source dividend

and interest income or to short-term capital gains or U.S. source interest income\n to which the exception from withholding described above does not apply) are generally subject to withholding of\n U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).

If a beneficial owner of Fund shares who or which is a foreign shareholder has a trade\n or business in the United States, and income from the Fund is effectively connected with the conduct\n by the beneficial owner of that trade or business, such income will be subject to U.S. federal net income\n taxation at regular income tax rates and, in the case of a foreign corporation, may also be subject to\n a branch profits tax.

In general, a beneficial owner of Fund shares who or which is a foreign shareholder\n is not subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized\n on a sale of shares of the Fund unless (i) such gain is effectively connected with the conduct of a trade or\n business carried on by such holder within the United States, (ii) in the case of an individual holder, the holder\n is present in the United States for a period or periods aggregating 183 days or more during the year\n of the sale and certain other conditions are met, or (iii) the special rules relating to gain attributable to the sale or exchange of “U.S. real property interests” (“USRPIs”) apply to the foreign shareholder’s sale of shares of the Fund (as described below).

If a shareholder is eligible for the benefits of a tax treaty, any effectively connected\n income or gain will generally be subject to U.S. federal income tax on a net basis only if it is\n also attributable to a permanent establishment maintained by the shareholder in the United States. More generally,\n foreign shareholders who are residents in a country with an income tax treaty with the United States may obtain\n different tax results than those described herein, and are urged to consult their tax advisors.

Special rules would apply if the Fund were a qualified investment entity (“QIE”) because it is either a “U.S. real property holding corporation” (“USRPHC”) or would be a USRPHC but for the operation of certain exceptions to the definition of USRPIs described below. Very generally, a\n USRPHC is a domestic corporation that holds USRPIs the fair market value of which equals or exceeds 50%\n of the sum of the fair market values of the corporation’s USRPIs, interests in real property located outside the United States, and other trade or business assets. USRPIs generally are defined as any interest in U.S.\n real property and any interest (other than solely as a creditor) in a USRPHC or, very generally, an entity\n that has been a USRPHC in the last five years. Interests in domestically controlled QIEs, including RICs\n that are QIEs, not-greater-than-5% interests in publicly traded classes of stock in RICs generally are not USRPIs, but\n these exceptions do not apply for purposes of determining whether the Fund is a QIE.

If an interest in the Fund were a USRPI, the Fund would be required to withhold U.S.\n tax on the proceeds of a share redemption by a greater-than-5% foreign shareholder, in which\n case such foreign shareholder generally would also be required to file U.S. tax returns and pay any\n additional taxes due in connection with the redemption.

If the Fund were a QIE, under a special “look-through” rule, any distributions by the Fund to a foreign shareholder (including, in certain cases, distributions made by the Fund in\n redemption of its shares) attributable directly or indirectly to (i) distributions received by the Fund from\n a lower-tier RIC that the Fund is required to treat as USRPI gain in its hands and (ii) gains realized on the disposition\n of USRPIs by the Fund would retain their character as gains realized from USRPIs in the hands of the Fund’s foreign shareholders and would be subject to U.S. tax withholding. In addition, such distributions\n could result in the foreign shareholder being required to file a U.S. tax return and pay tax on the distributions\n at regular U.S. federal income tax rates. The consequences to a foreign shareholder, including the\n rate of such withholding and character of such distributions (e.g., as ordinary income or USRPI gain), would vary depending upon the extent of the foreign shareholder’s current and past ownership of the Fund.

Foreign shareholders of the Fund also may be subject to “wash sale” rules to prevent the avoidance of the tax-filing and -payment obligations discussed above through the sale and repurchase\n of Fund Shares.

Foreign shareholders should consult their tax advisors and, if holding Shares through\n intermediaries, their intermediaries, concerning the application of these rules to an investment in\n the Fund.

CERTAIN ADDITIONAL REPORTING AND WITHHOLDING REQUIREMENTS

Sections 1471-1474 of the Code and the U.S. Treasury and IRS guidance issued thereunder\n (collectively, “FATCA”) generally require the Fund to obtain information sufficient to identify the status of each of its shareholders under FATCA or under an applicable intergovernmental agreement (an “IGA”). If a shareholder fails to provide this information or otherwise fails to comply with FATCA\n or an IGA, the Fund or its agent may be required to withhold under FATCA at a rate of 30% with respect to\n that shareholder on ordinary dividends it pays to such shareholder. The IRS and the U.S. Treasury have\n issued proposed regulations providing that these withholding rules will not be applicable to the gross\n proceeds of share redemptions or Capital Gain Dividends the Fund pays. If a payment by the Fund is subject\n to FATCA withholding, the Fund or its agent is required to withhold even if such payment would\n otherwise be exempt from withholding under the rules applicable to foreign shareholders described above\n (e.g., short-term capital gain dividends and interest-related dividends).

Each prospective investor is urged to consult its tax advisor regarding the applicability\n of FATCA and any other reporting requirements with respect to the prospective investor’s own situation, including investments through an intermediary.

REPORTING REQUIREMENTS REGARDING FOREIGN BANK AND FINANCIAL ACCOUNTS

Shareholders that are U.S. persons and own, directly or indirectly, more than 50%\n of the Fund could be required to report annually their “financial interest” in the Fund’s “foreign financial accounts,” if any, on FinCEN Form 114, Report of Foreign Bank and Financial Accounts (“FBAR”). Shareholders should consult a tax advisor, and persons investing in the Fund through an intermediary should contact\n their intermediary, regarding the applicability to them of this reporting requirement.

TAX EQUALIZATION

The Fund intends to distribute its net investment income and capital gains to shareholders\n at least annually to qualify for treatment as a RIC under the Code. Under current law, provided\n the Fund is not treated as a “personal holding company” for U.S. federal income tax purposes, the Fund is permitted to treat on its tax return as dividends paid the portion of redemption proceeds paid to redeeming\n shareholders that represents the redeeming shareholders’ portion of the Fund’s accumulated earnings and profits. This practice, called tax “equalization,” reduces the amount of income and/or gains that the Fund is required to distribute as dividends to non-redeeming shareholders. Tax equalization is not available to the Fund treated\n as a personal holding company. The amount of any undistributed income and/or gains is reflected in the value of the Fund’s Shares. The total return on a shareholder’s investment will generally not be reduced as a result of the Fund’s use of this practice.

PERSONAL HOLDING COMPANY STATUS

The Fund will be a personal holding company for federal income tax purposes if 50%\n or more of the Fund’s shares are owned, at any time during the last half of the Fund’s taxable year, directly or indirectly by five or fewer individuals. For this purpose, the term “individual” includes pension trusts, private foundations and certain other tax-exempt trusts. If the Fund becomes a personal holding\n company, it may be subject to a tax of 20% on all its investment income and on any net short-term gains\n not distributed to shareholders on or before the fifteenth day of the third month following the close of the Fund’s taxable year. In addition, the Fund’s status as a personal holding company may limit the ability of the Fund to distribute dividends with respect to a taxable year in a manner qualifying for the dividends-paid\n deduction subsequent to the end of the taxable year and will prevent the Fund from using tax equalization,\n which may result in the Fund paying a fund-level income tax. The Fund intends to distribute all of its income\n and gain in timely manner such that it will not be subject to an income tax or an otherwise applicable\n personal holding company tax, but there can be no assurance that a Fund will be successful in doing so each\n year. There can be no assurance that the Fund is not nor will not become a personal holding company.

TAX SHELTER DISCLOSURE

Under U.S. Treasury regulations, if a shareholder recognizes a loss on a disposition of the Fund’s Shares of $2 million or more for an individual shareholder or $10 million or more\n for a corporate shareholder (including, for example, an insurance company holding separate account), the shareholder\n must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities\n are in many cases excepted from this reporting requirement, but, under current guidance, shareholders\n of a RIC are not excepted. This filing requirement applies even though, as a practical matter, any such loss\n would not, for example, reduce the taxable income of an insurance company. Future guidance may extend the\n current exception from this reporting requirement to shareholders of most or all RICs. The fact that a loss\n is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these\n regulations in light of their individual circumstances.

CREATION AND REDEMPTION OF CREATION UNITS

An Authorized Participant who exchanges securities for Creation Units generally will\n recognize a gain or a loss. The gain or loss will be equal to the difference between the market\n value of the Creation Units at the time and the sum of the exchanger’s aggregate basis in the securities surrendered plus the amount of cash paid for such Creation Units. An Authorized Participant who redeems Creation\n Units will generally recognize a gain or loss equal to the difference between the exchanger’s basis in the Creation Units and the sum of the aggregate market value of any securities received plus the amount of any\n cash received for such Creation Units. The IRS, however, may assert that a loss realized upon an exchange\n of securities for Creation Units cannot be deducted currently under the rules governing “wash sales,” or on the basis that there has been no significant change in economic position. Any capital gain or loss realized upon\n redemption of Creation Units is generally treated as long-term capital gain or loss if the shares have been\n held for more than one year and as short-term capital gain or loss if the shares have been held for one year or\n less. Authorized Participants that are “dealers in securities” for U.S. federal income tax purposes are subject to different rules with respect to holding, acquiring and disposing of securities, including Creation Units.

Authorized Participants that are “dealers in securities” for U.S. federal income tax purposes are subject to different rules with respect to holding, acquiring and disposing of securities,\n including Creation Units. Persons purchasing or redeeming Creation Units should consult their own tax\n advisors with respect to the tax treatment of any creation or redemption transaction.

OTHER TAX INFORMATION

The foregoing discussion is primarily a summary of certain U.S. federal income tax\n consequences of investing in the Fund based on the law in effect as of the date of this SAI. The discussion\n does not address in detail special tax rules applicable to certain classes of investors, such as, among\n others, IRAs and other retirement plans, tax-exempt entities, foreign investors, insurance companies, banks\n and other financial institutions, and investors making in-kind contributions to the Fund. Such shareholders\n may be subject to U.S. tax rules that differ significantly from those summarized above. You should consult\n your tax advisor for more information about your own tax situation, including possible other federal, state,\n local and, where applicable, foreign tax consequences of investing in the Fund.

OTHER INFORMATION

Regular International Holidays

For each intervening holiday in the applicable foreign market that is not a holiday\n observed by the U.S. equity markets, the redemption settlement cycle will be extended by the number\n of days of such intervening holiday. In addition to holidays, other unforeseeable closings in a foreign\n market, including due to regulatory action, may also prevent the Fund from delivering securities within the\n normal settlement period.

In certain circumstances, the securities delivery cycles currently practicable for\n transferring portfolio securities to redeeming investors, coupled with foreign market holiday schedules,\n will require a delivery process longer than seven calendar days.

The longest redemption cycle for the Fund is a function of the longest redemption\n cycle among the countries whose stocks comprise the Fund. Under certain conditions, the Fund may pay\n redemption proceeds more than seven days after the tender of a Creation Unit for redemption, but generally\n the Fund will not take more than fourteen calendar days from the date of the tender to pay redemption proceeds.

RATING SERVICES

The ratings of Moody’s Ratings, Standard & Poor’s Ratings Group, Fitch Ratings, Inc., and Morningstar DBRS, Inc. represent their opinions as to the quality of the securities\n that they undertake to rate. It should be emphasized, however, that ratings are relative and subjective and are\n not absolute standards of quality. A description of the ratings used herein and in the Prospectus is set forth\n in Appendix A to this SAI.

FINANCIAL STATEMENTS

The Fund’s fiscal year end is May 31st. Because the Fund had not commenced operations prior to May 31, 2026, no financial statements are available.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THE PROSPECTUS OR IN THIS STATEMENT OF ADDITIONAL INFORMATION, WHICH THE PROSPECTUS INCORPORATES BY REFERENCE, IN CONNECTION WITH THE OFFERING MADE BY THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR PRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY PROSHARES TRUST. THIS STATEMENT OF ADDITIONAL INFORMATION DOES NOT CONSTITUTE AN OFFERING BY PROSHARES TRUST IN ANY JURISDICTION IN WHICH SUCH AN OFFERING MAY NOT LAWFULLY BE MADE.

APPENDIX A

DESCRIPTION OF SECURITIES RATINGS

S&P GLOBAL RATINGS (“S&P”)

Long-Term Issue Credit Ratings*

AAA – An obligation rated ‘AAA’ has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is extremely strong.

AA – An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitments on the obligation is very strong.

A – An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the obligation is still strong.

BBB – An obligation rated ’BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation.

BB; B; CCC; CC; and C – Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these\n may be outweighed by large uncertainties or major exposure to adverse conditions.

BB – An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial,\n or economic conditions that could lead to the obligor’s inadequate capacity to meet its financial commitments on the obligation.

B – An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitments on the obligation.\n Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation.

CCC – An obligation rated ‘CCC’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its\n financial commitments on the obligation. In the event of adverse business, financial, or economic conditions,\n the obligor is not likely to have the capacity to meet its financial commitments on the obligation.

CC – An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when a default has not yet occurred but S&P Global Ratings expects default to be a\n virtual certainty, regardless of the anticipated time to default.

C – An obligation rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared with\n obligations that are rated higher.

D – An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made within the next\n five business days in the absence of a stated grace period or within the earlier of the stated grace period\n or the next 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic\n stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring.

A-1

*Ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories.

Municipal Short-Term Note Ratings

SP-1 – Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

SP-2 – Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3 – Speculative capacity to pay principal and interest.

D - ’D’ is assigned upon failure to pay the note when due, completion of a distressed debt restructuring, or the filing of a bankruptcy petition or the taking of similar action\n and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.

Short-Term Issue Credit Ratings

A-1 – A short-term obligation rated ‘A-1’ is rated in the highest category by S&P Global Ratings. The obligor’s capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitments on these obligations is extremely strong.

A-2 – A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating\n categories. However, the obligor’s capacity to meet its financial commitments on the obligation is satisfactory.

A-3 – A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken an obligor’s capacity to meet its financial commitments on the obligation.

B – A short-term obligation rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments;\n however, it faces major ongoing uncertainties that could lead to the obligor’s inadequate capacity to meet its financial commitments.

C – A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its\n financial commitments on the obligation.

D – A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that such payments will be made\n within any stated grace period. However, any stated grace period longer than five business days will be treated\n as five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic\n stay provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring.

MOODY’S RATINGS (“MOODY’S”)

Long-Term Rating Scale

Long-term ratings are assigned to issuers or obligations with an original maturity\n of eleven months or more and reflect both on the likelihood of a default or impairment on contractual\n financial obligations and the expected financial loss suffered in the event of default or impairment.

A-2

Aaa – Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.

Aa – Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.

A – Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.

Baa – Obligations rated Baa are judged to be medium grade and subject to moderate credit risk and as such may possess certain speculative characteristics.

Ba – Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.

B – Obligations rated B are considered speculative and are subject to high credit risk.

Caa – Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.

Ca – Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.

C – Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.

Note: Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end\n of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates\n a ranking in the lower end of that generic rating category.

Short-Term Rating Scale

Short-term ratings are assigned to obligations with an original maturity of thirteen\n months or less and reflect both on the likelihood of a default or impairment on contractual financial\n obligations and the expected financial loss suffered in the event of default or impairment.

P-1 – Ratings of Prime-1 reflect a superior ability to repay short-term obligations.

P-2 – Ratings of Prime-2 reflect a strong ability to repay short-term obligations.

P-3 – Ratings of Prime-3 reflect an acceptable ability to repay short-term obligations.

NP – Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.

Municipal Investment Grade Rating Scale

MIG 1 – This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based\n access to the market for refinancing.

MIG 2 – This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

MIG 3 – This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.

SG – This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

Variable Municipal Investment Grade Rating Scale

VMIG 1 – This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal\n protections.

A-3

VMIG 2 – This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections.

VMIG 3 – This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and\n legal protections.

SG – This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have a sufficiently\n strong short-term rating or may lack the structural or legal protections.

FITCH RATINGS, INC. (“FITCH’S”)

Issuer Default Ratings

AAA – Highest credit quality. ‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments.\n This capacity is highly unlikely to be adversely affected by foreseeable events.

AA – Very high credit quality. ‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity\n is not significantly vulnerable to foreseeable events.

A – High credit quality. ‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be\n more vulnerable to adverse business or economic conditions than is the case for higher ratings.

BBB – Good credit quality. ‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate, but adverse\n business or economic conditions are more likely to impair this capacity.

BB – Speculative. ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business\n or financial flexibility exists that supports the servicing of financial commitments.

B – Highly speculative. ‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity\n for continued payment is vulnerable to deterioration in the business and economic environment.

CCC – Substantial credit risk. Very low margin for safety. Default is a real possibility.

CC – Very high levels of credit risk. Default of some kind appears probable.

C – Near default. A default or default-like process has begun, or for a closed funding vehicle, payment capacity is irrevocably impaired.

RD – Restricted default. ‘RD’ ratings indicate an issuer that in Fitch’s opinion has experienced an uncured payment default or distressed debt exchange on a bond, loan or other material\n financial obligation, but has not entered into bankruptcy filings, administration, receivership, liquidation,\n or other formal winding-up procedure, and has not otherwise ceased operating.

D – Default. ‘D’ ratings indicate an issuer that in Fitch’s opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure or\n that has otherwise ceased business and debt is still outstanding.

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Morningstar DBRS, Inc.

Long Term Obligations Scale

AAA – Highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely affected by future events.

AA – Superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from AAA only to a small degree. Unlikely to be significantly\n vulnerable to future events.

A – Good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than AA. May be vulnerable to future events, but qualifying\n negative factors are considered manageable.

BBB – Adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to future events.

BB – Speculative, non-investment grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable to future events.

B – Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet financial obligations.

CCC– Very highly speculative credit quality. In danger of defaulting on financial obligations.

CC / C – Distressed. The CC rating level is generally applied to financial obligations that are seen as highly likely to default or that are subordinated to financial obligations rated\n in the CCC to B range. The C rating level characterizes financial obligations for which default has not technically\n taken place but is considered unavoidable.

D/SD – When the issuer has filed under any applicable bankruptcy, insolvency or winding up statute or there is a failure to satisfy a financial obligation after the exhaustion of grace\n periods, or in cases of a “distressed exchange”, a downgrade to D (Default) may occur. Morningstar DBRS may also use SD (Selective Default) in cases where only some securities are affected, for example in a “distressed exchange”.

Commercial Paper and Short-Term Debt Rating Scale

R-1 (high) – Highest credit quality. The capacity for the payment of short-term financial obligations as they fall due is exceptionally high. Unlikely to be adversely affected by future\n events.

R-1 (middle) – Superior credit quality. The capacity for the payment of short-term financial obligations as they fall due is very high. Differs from R-1 (high) by a relatively\n modest degree. Unlikely to be significantly vulnerable to future events.

R-1 (low) – Good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial. Overall strength is not as favorable as higher rating\n categories. May be vulnerable to future events, but qualifying negative factors are considered manageable.

R-2 (high) – Upper end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future\n events.

R-2 (middle) – Adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future events or\n may be exposed to other factors that could reduce credit quality.

R-2 (low) – Lower end of adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due is acceptable. May be vulnerable to future\n events. A number of challenges are present that could affect the issuer’s ability to meet such obligations.

A-5

R-3 – Lowest end of adequate credit quality. There is a capacity for the payment of short-term financial obligations as they fall due. May be vulnerable to future events and the\n certainty of meeting such obligations could be impacted by a variety of developments.

R-4 – Speculative credit quality. The capacity for the payment of short-term financial obligations as they fall due is uncertain.

R-5 – Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet short-term financial obligations as they fall due.

D – When the issuer has filed under any applicable bankruptcy, insolvency, or winding-up statute, or there is a failure to satisfy an obligation after the exhaustion of grace periods,\n a downgrade to D may occur. Morningstar DBRS may also use SD (Selective Default) in cases where only some securities\n are impacted, such as the case of a “distressed exchange.”

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APPENDIX B

PRINCIPAL HOLDERS AND CONTROL PERSONS

From time to time, certain shareholders may own, of record or beneficially, a large\n percentage of the shares of the Fund. Accordingly, those shareholders may be able to greatly affect\n (if not determine) the outcome of a shareholder vote.

CONTROLLING PERSON INFORMATION

As of the date of this SAI, beneficial ownership information is not available as the\n Fund has not commenced operations.

B-1

APPENDIX C

\n\n \n\n \n\n \n \n\n \n\n \n\n \n \n\n \n\n \n\n \n \n\n \n\n \n\n \n \n

\n\n TITLE: \n \n	\n\n Proxy Voting Policies and Procedures \n \n
\n\n FOR: \n \n	\n\n ProShare Advisors LLC and ProFund Advisors LLC \n \n
\n\n DATED: \n \n	\n\n March 1, 2008 \n \n
\n\n AS REVISED: \n \n	\n\n May 1, 2015 \n \n

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Proxy Voting Policies and Procedures to Maximize Shareholder Value and Protect Shareowner\n Interests

It is the policy of ProFund Advisors LLC and ProShare Advisors LLC (collectively, the “Advisor”) to seek to maximize shareholder value and protect shareholder interests when voting proxies on\n behalf of clients. The Advisor seeks to achieve this goal by utilizing a set of proxy voting guidelines (the “Guidelines”) maintained and implemented by an independent service provider, Institutional Shareholder Services (“ISS”). The Advisor believes that these Policies and Procedures, including the Guidelines, are reasonably\n designed to ensure that proxy matters are conducted in the best interests of clients and in accordance with the Advisor’s fiduciary duties, applicable rules under the Investment Advisers Act of 1940, and, in the case\n of its registered fund clients, applicable rules under the Investment Company Act of 1940.

Proxy Voting Guidelines

Proxies generally will be voted in accordance with the ISS Guidelines, an extensive\n list of common proxy voting issues and recommended voting actions for such issues based on the overall\n goal of achieving maximum shareholder value and protection of shareholder interests. Common issues in\n the Guidelines, and factors taken into consideration in voting proxies with respect to these issues, include,\n but are not limited to:

•Election of Directors—considering factors such as director qualifications, term of office, age limits.

•Proxy Contests—considering factors such as voting for nominees in contested elections and reimbursement of expenses.

•Election of Auditors—considering factors such as independence and reputation of the auditing firm.

•Proxy Contest Defenses—considering factors such as board structure and cumulative voting.

•Tender Offer Defenses—considering factors such as poison pills (stock purchase rights plans) and fair price provisions.

•Miscellaneous Governance Issues—considering factors such as confidential voting and equal access.

•Capital Structure—considering factors such as common stock authorization and stock distributions.

•Executive and Director Compensation—considering factors such as performance goals and employee stock purchase plans.

•State of Incorporation—considering factors such as state takeover statutes and voting on reincorporation proposals.

•Mergers and Corporate Restructuring—considering factors such as spinoffs and asset sales.

•Mutual Fund Proxy Voting—considering factors such as election of directors and proxy contests.

•Consumer and Public Safety Issues—considering factors such as social and environmental issues as well as labor issues.

A full description of the Guidelines is maintained by the Advisor and the Advisor\n has established a committee that monitors the effectiveness of the Guidelines (the “Brokerage Allocation and Proxy Voting Committee” or the “Committee”).

The Advisor reserves the right to modify any of the recommendations set forth in the\n Guidelines with respect to any particular issue in the future, in accordance with the Advisor intent to vote\n proxies for clients in a manner that the Advisor determines is in the best interests of clients and which seeks\n to maximize the value of the client’s investments. The Advisor is not required to vote every proxy in fulfilling its proxy voting obligations. In some cases, the Advisor may determine that it is in the best interests\n of a client to refrain from exercising proxy voting rights. For example, the Advisor may determine that the cost\n of voting certain proxies exceeds the expected benefit to the client (such as where casting a vote on a foreign\n security would require hiring a translator), and may abstain from voting in such cases.

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In cases where the Advisor does not receive a solicitation or enough information with\n respect to a proxy vote within a sufficient time (as reasonably determined by the Advisor) prior to the proxy-voting\n deadline, the Advisor may be unable to vote. With respect to non- U.S. companies, it is typically\n difficult and costly to vote proxies due to local regulations, customs or other requirements or restrictions, and\n such circumstances may outweigh any anticipated economic benefit of voting. The major difficulties and costs\n may include: (i) appointing a proxy; (ii) obtaining reliable information about the time and location\n of a meeting; (iii) obtaining relevant information about voting procedures for foreign shareholders; (iv) restrictions\n on trading securities that are subject to proxy votes (share-blocking periods); (v) arranging for a proxy\n to vote locally in person; (vi) fees charged by custody banks for providing certain services with regard to voting\n proxies; and (vii) foregone income from securities lending programs. The Advisor does not vote proxies\n of non-U.S. companies if it determines that the expected costs of voting outweigh any anticipated economic\n benefit to the client of voting.

Overview of the Proxy Voting Process

In relying on ISS to vote client proxies, the Advisor will take reasonable steps and\n obtain adequate information to verify that ISS has the capacity to provide adequate proxy advice,\n is independent of the Advisor, has an adequate conflict of interest policy, and does not have the incentive\n to vote proxies in anyone’s interest other than that of the Advisor’s client. In addition, the Committee will monitor for conflicts concerning ISS.

As proxy agent, ISS devotes research for proxies based on the level of complexity\n of the proxy materials to be voted. ISS assigns complex issues such as mergers or restructuring to senior analysts.\n Recurring issues for which case-by-case analysis is unnecessary are handled by more junior analysts. In\n every case, an analyst reviews publicly available information such as SEC filings and recent news reports\n and, if necessary, may contact issuers directly. Such discussions with issuers may be handled by telephone\n or in a face-to-face meeting. Analysts will seek to speak directly with management when a question is not\n answered by publicly available information and such information is needed for an informed recommendation.

As part of ISS’s quality assurance process, every analysis is reviewed by a director of research or a chief policy advisor. Complex issues such as mergers are assigned to senior staff members.\n Contested issues are reviewed by research directors. While a senior analyst takes the lead on every proxy\n contest, a member of management will frequently conduct additional review by participating in calls with\n principals directly involved with the proxy issue.

Generally, proxies are voted in accordance with the voting recommendations as stated\n in the Guidelines. ISS will consult the Advisor on non-routine issues. Information about the Guidelines is\n available on the ISS web site at: http://www.issgovernance.com/file/policy/2015-us-summary-voting-guidelines-updated.pdf.

Oversight of the Proxy Voting Process

The Advisor has established the Brokerage Allocation and Proxy Voting Committee, in\n part, to oversee the proxy voting process. ISS provides the Advisor quarterly reports, which the Advisor\n reviews to ensure that client proxies are being voted properly. The Advisor and ISS also perform spot checks\n on an intra-quarterly basis. ISS’s management meets on a regular basis to discuss its approach to new developments and amendments to existing policies. Information on such developments or amendments, in\n turn, is provided to the Committee.

Conflicts of Interest

From time to time, proxy issues may pose a material conflict of interest between the\n Advisor and its clients. It shall be the duty of the Committee to monitor for and to identify potential conflicts\n of interest. The Committee will also determine which conflicts are material (if any). To ensure that\n proxy voting decisions are based on the best interests of the client in the event a conflict of interest arises,\n the Advisor will direct ISS to use its independent judgment to vote affected proxies in accordance with the Guidelines.\n If a registered investment company managed by the Advisor owns shares of another investment company\n managed by the

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Advisor, “echo voting” is employed to avoid certain potential conflicts of interest. Echo voting means that the Advisor votes the shares of each such underlying investment company in the same proportion\n as the vote of all of the other holders of the underlying investment company’s shares.

The Committee will disclose to clients any voting issues that created a conflict of\n interest and the manner in which ISS, on behalf of the Advisor, voted such proxies.

Securities Lending Program

The Advisor acknowledges that, when a registered fund client (a “Fund”) lends its portfolio securities, the Fund’s Trustees (who generally have delegated proxy voting responsibility to the Advisor) retain a fiduciary obligation to vote proxies relating to such securities and to recall the securities\n in the event of a shareholder vote on a material event affecting the security on the loan. Under the Fund’s securities lending agreements, the Fund generally retains the right to recall a loaned security and to exercise the security’s voting rights. In order to vote the proxies of securities out on loan, the Advisor must recall the securities\n prior to the established record date. It is the Advisor’s general policy to use its best efforts to recall securities on loan and to vote proxies relating to such securities if the Advisor determines that such proxies\n involve a material event affecting the loaned securities. The Advisor may utilize third party service providers\n to assist it in identifying and evaluating whether an event is material.

As noted, in certain cases, the Advisor may determine that voting proxies is not in\n the best interest of a client and may refrain from voting if the costs, including the opportunity costs, of voting\n would, in the view of the Advisor, exceed the expected benefits of voting to the client. For securities on loan,\n the Advisor will balance the revenue-producing value of loans against the difficult-to-assess value of casting\n votes. If the Advisor determines that the expected value of casting a vote will be less than the securities\n lending income, either because the votes would not have significant economic consequences or because the\n outcome of the vote would not be affected by the Advisor’s recalling the loaned securities in order to ensure they are voted (e.g., for an annual shareholder meeting at which purely routine votes are at issue, or if\n the relevant Fund owns a de minimus percentage of the outstanding shares at issue). The Advisor intends to\n recall securities on loan if it determines that voting the securities is likely to affect materially the value of the Fund’s investment and that it is in the Fund’s best interests to do so.

Availability of Information; Record of Proxy Voting

The Advisor, with the assistance of ISS, shall maintain for a period of at least five\n years the following records relating to proxy voting on behalf of clients:

(1) proxy voting policies and procedures;

(2) proxy statements received for clients (unless such statements are available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system);

(3) any documents prepared by the Advisor that were material to making a proxy voting\n decision or that memorialized the basis for the decision;

(4) records of votes cast on behalf of clients (which may be maintained by a third\n party service provider if the service provider undertakes to provide copies of those records promptly upon request);\n and

(5) records of written requests for proxy voting information and written responses\n from the Advisor to either a written or oral request.

For the first two years, the Advisor will store such records at its principal office.\n Voting records will also be maintained and will be available free of charge by calling the Advisor at 888-776-1972.\n The voting record is available on the website of the Securities and Exchange Commission at www.sec.gov.

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Disclosure

The Advisor will inform its clients as to how to obtain information regarding the Advisor’s voting of the clients’ securities. The Advisor will provide its clients with a summary of its proxy voting guidelines, process and policies and will inform its clients as to how they can obtain a copy of the complete\n Guidelines upon request. The Advisor will include such information described in the preceding two\n sentences in its Form ADV and will provide its existing clients with the above information. The Advisor shall\n disclose in the statements of additional information of registered fund clients a summary of procedures which\n the Advisor uses to determine how to vote proxies relating to portfolio securities of such clients. The\n disclosure will include a description of the procedures used when a vote presents a conflict of interest between\n shareholders and the Advisor or an affiliate of the Advisor.

The semi-annual reports of Fund clients shall indicate that the Fund’s proxy voting records are available: (i) by calling a toll-free number; or (ii) on the SEC’s website. If a request for the records is received, the requested description must be sent within three business days by a prompt method of\n delivery.

The Advisor, on behalf of the Fund it advises, shall file its proxy voting record\n with the SEC on Form N-PX no later than August 31 of each year, for the twelve-month period ending June 30 of\n the current year. Such filings shall contain all information required to be disclosed on Form N-PX.

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\n $\"$

STATEMENT OF ADDITIONAL INFORMATION— October 14, 2026 \n\n

ProShares Trust \n\n 7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814 866.PRO.5125 866.776.5125

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UltraShort Oura

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OURS

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NYSE Arca

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STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

\n\n GENERAL INFORMATION ABOUT THE TRUST \n \n	\n\n 4 \n \n
\n\n INVESTMENT POLICIES, TECHNIQUES AND RELATED RISKS \n \n	\n\n 5 \n \n
\n\n SPECIAL CONSIDERATIONS FOR A -2x DAILY OBJECTIVE FUND \n \n	\n\n 31 \n \n
\n\n INVESTMENT RESTRICTIONS \n \n	\n\n 34 \n \n
\n\n MANAGEMENT OF THE TRUST \n \n	\n\n 35 \n \n
\n\n INVESTMENT ADVISOR \n \n	\n\n 40 \n \n
\n\n PORTFOLIO MANAGEMENT \n \n	\n\n 41 \n \n
\n\n OTHER SERVICE PROVIDERS \n \n	\n\n 44 \n \n
\n\n OTHER MATTERS \n \n	\n\n 47 \n \n
\n\n PORTFOLIO TRANSACTIONS AND BROKERAGE \n \n	\n\n 50 \n \n
\n\n DETERMINATION OF NET ASSET VALUE \n \n	\n\n 57 \n \n
\n\n TAXATION \n \n	\n\n 59 \n \n
\n\n OTHER INFORMATION \n \n	\n\n 74 \n \n
\n\n FINANCIAL STATEMENTS \n \n	\n\n 74 \n \n
\n\n APPENDIX A \n \n	\n\n A-1 \n \n
\n\n APPENDIX B \n \n	\n\n B-1 \n \n
\n\n APPENDIX C \n \n	\n\n C-1 \n \n

GLOSSARY OF TERMS

\n\n Term \n \n	\n\n Definition \n \n
\n\n 1933 Act \n \n	\n\n Securities Act of 1933, as amended \n \n
\n\n 1934 Act \n \n	\n\n Securities and Exchange Act of 1934, as amended \n \n
\n\n 1940 Act \n \n	\n\n Investment Company Act of 1940, as amended \n \n
\n\n Advisor or ProShare Advisors \n \n	\n\n ProShare Advisors LLC \n \n
\n\n Board of Trustees or Board \n \n	\n\n Board of Trustees of ProShares Trust \n \n
\n\n CCO \n \n	\n\n Chief Compliance Officer \n \n
\n\n CFTC \n \n	\n\n U.S. Commodity Futures Trading Commission \n \n
\n\n Code or Internal Revenue Code \n \n	\n\n Internal Revenue Code of 1986, as amended \n \n
\n\n CPO \n \n	\n\n Commodity Pool Operator \n \n
\n\n Distributor or SEI \n \n	\n\n SEI Investments Distribution Co. \n \n
\n\n ETF \n \n	\n\n Exchange traded fund \n \n
\n\n Exchange \n \n	\n\n NYSE Arca \n \n
\n\n Fund Complex \n \n	\n\n All operational registered investment companies that are \n\n advised by the Advisor or its affiliates \n \n
\n\n Independent Trustee(s) \n \n	\n\n Trustees who are not “Interested Persons” of ProShare \n\n Advisors or Trust as defined under Section 2(a)(19) of the \n\n 1940 Act \n \n
\n\n NAV \n \n	\n\n Net asset value \n \n
\n\n New Fund(s) \n \n	\n\n The Fund listed on the cover of this SAI \n \n
\n\n Rule 35d-1 Fund \n \n	\n\n The Fund listed on the cover of this SAI \n \n
\n\n SEC \n \n	\n\n U.S. Securities and Exchange Commission \n \n
\n\n Shares \n \n	\n\n The shares of the Fund \n \n
\n\n Trust \n \n	\n\n ProShares Trust \n \n
\n\n Trustee(s) \n \n	\n\n One or more of the trustees of the Trust \n \n
\n\n Underlying Security \n \n	\n\n OURA \n \n

GENERAL INFORMATION ABOUT THE TRUST

Portfolio management is provided to the Fund by ProShare Advisors, a Maryland limited\n liability company with offices at 7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814.

It is the policy of the Fund to pursue its investment objectives regardless of market\n conditions, to attempt to remain nearly fully invested and not to take defensive positions.

EXCHANGE LISTING AND TRADING

As in the case of all equities traded on an Exchange, the brokers’ commission on transactions in the Fund will be based on negotiated commission rates at customary levels for retail customers.

INVESTMENT POLICIES, TECHNIQUES AND RELATED RISKS

GENERAL

Additional information concerning the Fund, its investment policies and techniques,\n and the securities and financial instruments in which it may invest is set forth below.

FUND NAME POLICY

DEBT INSTRUMENTS

Money Market Instruments

U.S. Government Securities

The Fund may invest in U.S. government securities in pursuit of its investment objective\n or for liquidity purposes.

Floating and Variable Rate Notes

Commercial Paper

Mortgage-Backed Securities

Other Fixed Income Securities

EQUITY SECURITIES

FOREIGN SECURITIES

The Fund’s foreign investments that are related to developing (or “emerging market”) countries may be particularly volatile due to the aforementioned factors.

Exposure to Securities or Issuers in Specific Foreign Countries or Regions

Exposure to Foreign Currencies

Depositary Receipts

Foreign Currencies and Related Transactions

FORWARD CONTRACTS

Forward Currency Contracts

termination in a single currency based on then-current exchange rates) or (2) by actual\n delivery of the relevant currency or currencies underlying the forward currency contract.

FUTURES AND RELATED OPTIONS

Futures in General

Options on Futures

Futures Margin Requirements

Correlation Risk

Speculative Position Limits

MASTER LIMITED PARTNERSHIPS

POOLED INVESTMENT VEHICLES

REAL ESTATE INVESTMENT TRUSTS

SECURITIES AND INDEX OPTIONS

Physically Settled Options

Cash-Settled Options

purchaser of the option, to make delivery of this amount to the purchaser. All settlements\n of index options transactions are in cash.

Exercise of Options

Cleared Options

options on that exchange that had been issued by the OCC as a result of trades on\n that exchange would continue to be exercisable in accordance with their terms.

Options Position Limits

Index Options

SWAPS

General

ProShare Advisors, under the supervision of the Board, is responsible for determining\n and monitoring the liquidity of the Fund’s transactions in swaps.

Common Types of Swaps

The Fund may enter into any of several types of swaps, including:

Mechanics of the Fund’s Swaps

amortized through the variation margin. The variation margin payment also includes\n the daily portion of the periodic payment stream.

Regulatory Margin

Risks of Government Regulation of Derivatives

BORROWING

CASH RESERVES

REPURCHASE AGREEMENTS

The Fund may enter into repurchase agreements with financial institutions in pursuit\n of its investment objective, or for liquidity purposes. Under a repurchase agreement, the\n Fund purchases a debt security and simultaneously agrees to sell the security back to the seller at a mutually\n agreed-upon future price and date, normally one day or a few days later. The resale price is greater than the\n purchase price, reflecting an agreed-upon market interest rate during the purchaser’s holding period. While the maturities of the underlying securities in repurchase transactions may be more than one year, the term\n of each repurchase agreement will always be less than one year. The Fund follows certain procedures designed\n to minimize the risks inherent in such agreements. These procedures include effecting repurchase transactions\n generally with major global financial institutions. The creditworthiness of each of the firms that\n is a party to a repurchase agreement with the Fund will be monitored by ProShare Advisors. In addition, the value\n of the collateral underlying the repurchase agreement will always be at least equal to the repurchase\n price, including any accrued interest earned on the repurchase agreement. In the event of a default or\n bankruptcy by a selling financial institution, the Fund will seek to liquidate such collateral which could\n involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to\n repurchase were less than the repurchase price, the Fund could suffer a loss. The Fund also may experience difficulties\n and incur certain costs in exercising its rights to the collateral and may lose the interest the Fund\n expected to receive under the repurchase agreement. Repurchase agreements usually are for short periods, such as\n one week or less, but may be longer. It is the current policy of the Fund not to invest in repurchase agreements\n that do not mature within seven days if any such investment, together with any other illiquid assets held by\n the Fund, amounts to more than 15% of the Fund’s total net assets. The investments of the Fund in repurchase agreements at times may be substantial when, in the view of ProShare Advisors, liquidity, investment, regulatory,\n or other considerations so warrant.

U.S. Treasury securities (collectively, “Treasury repo transactions”) of a type accepted for clearing by a registered CCA, including both bilateral Treasury repo transactions and triparty Treasury\n repo transactions where a bank agent provides custody, collateral management and settlement services.

The Treasury repo transactions of registered funds with any direct participants of\n a CCA will be subject to the mandatory clearing requirement.

REVERSE REPURCHASE AGREEMENTS

SECURITIES LENDING

lending at any given time. No securities loan shall be made on behalf of the Fund\n if, as a result, the aggregate value of all securities loaned by the particular Fund exceeds one-third of the value of such Fund’s total assets (including the value of the collateral received).

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES

ILLIQUID SECURITIES

guarantee it will be effective in its operations and it may not reduce the liquidity\n risk inherent in the Fund’s investments.

MANAGEMENT

There may be circumstances outside the control of ProShare Advisors, the Trust, the\n Administrator (as defined below), the transfer agent, the Custodian (as defined below), any sub-custodian,\n the Distributor (as defined below), and/or the Fund that make it, for all practical purposes, impossible\n to re-position such Fund and/or to process a purchase or redemption order. Examples of such circumstances include:\n natural disasters; public service disruptions or utility problems such as those caused by fires, floods,\n extreme weather conditions, and power outages resulting in telephone, telecopy, and computer failures;\n market conditions or activities causing trading halts; systems failures involving computer or other information\n systems affecting the aforementioned parties, as well as the DTC, the NSCC, or any other participant in\n the purchase process; and similar extraordinary events. Accordingly, while ProShare Advisors has implemented\n and tested a business continuity plan that transfers functions of any disrupted facility to another location\n and has effected a disaster recovery plan, circumstances, such as those above, may prevent the Fund from being\n operated in a manner consistent with its investment objective and/or principal investment strategies.

CYBERSECURITY

cybersecurity attacks, particularly those from nation-states or from entities with\n nation-state backing. Furthermore, the Fund cannot control the cybersecurity plans and systems, including\n artificial intelligence, put in place by issuers in which the Fund invests.

NON-DIVERSIFICATION

MARKET DISRUPTION AND GEOPOLITICAL RISK

TRADE DISPUTES

PORTFOLIO TURNOVER

correspondingly greater brokerage commissions depend, to a great extent, on the purchase,\n redemption, and exchange activity of the Fund’s investors, as well as the Fund’s investment objective and strategies. Consequently, it is difficult to estimate what the Fund’s actual portfolio turnover rate will be in the future. However, it is expected that the portfolio turnover experienced by the Fund from year\n to year, as well as within a year, may be substantial. A higher portfolio turnover rate would likely involve\n correspondingly greater brokerage commissions and transaction and other expenses that would be borne\n by the Fund. In addition, the Fund’s portfolio turnover level may adversely affect the ability of the Fund to achieve its investment objective. “Portfolio Turnover Rate” is defined under the rules of the SEC as the value of the securities purchased or securities sold, excluding all securities whose maturities\n at time of acquisition were one year or less, divided by the average monthly value of such securities owned during\n the year. Based on this definition, instruments with remaining maturities of less than one year, including\n swap agreements, options and futures contracts in which the Fund invests, are excluded from the calculation\n of Portfolio Turnover Rate for the Fund.

SPECIAL CONSIDERATIONS FOR A -2x DAILY OBJECTIVE FUND

To the extent discussed herein and in the -2x Fund’s Prospectus, the -2x Fund presents certain risks, some of which are further described below.

Long Term Performance of a -2x Daily Objective Fund

The -2x Fund is designed to seek daily investment results, before fees and expenses,\n that correspond to two times the inverse (-2x) of the daily performance of an underlying asset (the “Underlying Security”). The -2x Fund does not seek to achieve two times the inverse (-2x) of the daily performance\n of the Underlying Security (its “Daily Target”) for any period other than a day. A “single day” is measured from the time the -2x Fund calculates its NAV to the time of the Fund’s next NAV calculation.

As a result of compounding, for periods greater than one day, the use of leverage\n tends to cause the performance of the -2x Fund to vary from the performance of its Underlying Security\n times the stated multiple in the Fund’s investment objective, before accounting for fees and expenses. Compounding affects all investments, but has a more significant impact on the -2x Fund. Four factors significantly\n affect how close daily compounded returns are to longer-term returns of the Underlying Security times the fund’s multiple: the length of the holding period, Underlying Security volatility, whether the multiple\n is positive, and its leverage level. Longer holding periods, higher Underlying Security volatility, and greater\n leverage each can lead to returns that differ in amount, and possibly even direction, from the -2x Fund’s stated multiple times the return of its Underlying Security. As the tables below show, particularly during periods\n of higher security volatility, compounding will cause longer term results to vary from the performance of its Underlying\n Security times the stated multiple in the Fund’s investment objective. This effect becomes more pronounced as volatility increases.

A Fund’s return for periods longer than one day is primarily a function of the following:

a) performance of the Underlying Security;

b) volatility of the Underlying Security;

c) period of time;

d) financing rates associated with obtaining inverse leveraged exposure;

e) other Fund expenses;

f) dividends or interest paid with respect to the Underlying Security, if applicable;\n and

g) daily rebalancing of the underlying portfolio.

The fund performance for a -2x Fund can be estimated given any set of assumptions\n for the factors described above. The table that follows illustrate the impact of two factors, volatility\n and performance of the

Underlying Security on a Fund. Volatility is a statistical measure of the magnitude\n of fluctuations in the returns of the Underlying Security and is calculated as the standard deviation of\n the natural logarithm of one plus the return of the Underlying Security (calculated daily), multiplied by the square\n root of the number of trading days per year (assumed to be 252). The tables show estimated Fund returns\n for a number of combinations of performance and volatility of the Underlying Security over the period.

The following table illustrates the impact of the volatility and return of the Underlying\n Security on Fund returns for a one-year period based on the average first-year annualized volatility\n rate for large-, mid-, and small-cap companies that completed an IPO between September 30, 2021 and September 30, 2026. The average first-year annualized volatility rate for these companies was 77.06%. The\n highest first-year volatility rate among these companies was 348.74%. The average first-year total return performance\n for these companies was –28.24%. The lowest first-year total return performance for these companies was –99.97%. The historical volatility and performance of these companies in the first year following\n an IPO do not predict the future volatility and performance of the Underlying Security. Actual volatility\n and performance of the Underlying Security in the first year following its IPO could be substantially higher\n or lower. The IPO for the Underlying Security has not yet commenced.

Assumptions used in the table include: (a) no dividends paid with respect to the Underlying\n Security, if any; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged\n exposure) of zero percent. The borrowing/lending rates to obtain inverse leveraged exposure are expected\n to be significant. If these were included the -2x Fund’s performance would be different from, and in some instances significantly lower than, that shown.

The table below shows a performance example of the -2x Fund that has an investment\n objective to correspond to two times the inverse (-2x) of the daily performance of the Underlying Security. In\n the chart below, areas shaded lighter represent those scenarios where the Fund will return the\n same or outperform (i.e., return more than) the performance of the Underlying Security; conversely, areas shaded\n darker represent those scenarios where the Fund will underperform (i.e., return less than) the performance of the Underlying Security.

Estimated Fund Return Over One Year When the Fund’s Investment Objective is to Seek Daily Investment Results, Before Fees and Expenses, that Correspond to two times the inverse (-2x) of the Daily Performance of the Underlying Security.

\n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n

\n\n

One Year Underlying Security

\n\n

Performance

\n \n

\n\n

Two Times the Inverse (-2x) of

\n\n

One Year Underlying Security

\n\n

Performance

\n \n

\n\n

Underlying Security Volatility

\n \n

\n\n

10%

\n \n

\n\n

20%

\n \n

\n\n

30%

\n \n

\n\n

40%

\n \n

\n\n

50%

\n \n

\n\n

60%

\n \n

\n\n

70%

\n \n

\n\n

80%

\n \n

\n\n

90%

\n \n

\n\n

100%

\n \n

\n\n

110%

\n \n

\n\n

-90%

\n \n \n

\n\n

180%

\n \n \n

\n\n

9604.5%

\n \n \n

\n\n

8769.2%

\n \n \n

\n\n

7533.8%

\n \n \n

\n\n

6087.8%

\n \n \n

\n\n

4623.7%

\n \n \n

\n\n

3296.0%

\n \n \n

\n\n

2199.3%

\n \n \n

\n\n

1366.1%

\n \n \n

\n\n

780.4%

\n \n \n

\n\n

397.9%

\n \n \n

\n\n

165.2%

\n \n \n

\n\n

-80%

\n \n \n

\n\n

160%

\n \n \n

\n\n

2326.1%

\n \n \n

\n\n

2117.3%

\n \n \n

\n\n

1808.4%

\n \n \n

\n\n

1447.0%

\n \n \n

\n\n

1080.9%

\n \n \n

\n\n

749.0%

\n \n \n

\n\n

474.8%

\n \n \n

\n\n

266.5%

\n \n \n

\n\n

120.1%

\n \n \n

\n\n

24.5%

\n \n \n

\n\n

-33.7%

\n \n \n

\n\n

-70%

\n \n \n

\n\n

140%

\n \n \n

\n\n

978.3%

\n \n \n

\n\n

885.5%

\n \n \n

\n\n

748.2%

\n \n \n

\n\n

587.5%

\n \n \n

\n\n

424.9%

\n \n \n

\n\n

277.3%

\n \n \n

\n\n

155.5%

\n \n \n

\n\n

62.9%

\n \n \n

\n\n

-2.2%

\n \n \n

\n\n

-44.7%

\n \n \n

\n\n

-70.5%

\n \n \n

\n\n

-60%

\n \n \n

\n\n

120%

\n \n \n

\n\n

506.5%

\n \n \n

\n\n

454.3%

\n \n \n

\n\n

377.1%

\n \n \n

\n\n

286.7%

\n \n \n

\n\n

195.2%

\n \n \n

\n\n

112.2%

\n \n \n

\n\n

43.7%

\n \n \n

\n\n

-8.4%

\n \n \n

\n\n

-45.0%

\n \n \n

\n\n

-68.9%

\n \n \n

\n\n

-83.4%

\n \n \n

\n\n

-50%

\n \n \n

\n\n

100%

\n \n \n

\n\n

288.2%

\n \n \n

\n\n

254.8%

\n \n \n

\n\n

205.4%

\n \n \n

\n\n

147.5%

\n \n \n

\n\n

88.9%

\n \n \n

\n\n

35.8%

\n \n \n

\n\n

-8.0%

\n \n \n

\n\n

-41.4%

\n \n \n

\n\n

-64.8%

\n \n \n

\n\n

-80.1%

\n \n \n

\n\n

-89.4%

\n \n \n

\n\n

-40%

\n \n \n

\n\n

80%

\n \n \n

\n\n

169.6%

\n \n \n

\n\n

146.4%

\n \n \n

\n\n

112.0%

\n \n \n

\n\n

71.9%

\n \n \n

\n\n

31.2%

\n \n \n

\n\n

-5.7%

\n \n \n

\n\n

-36.1%

\n \n \n

\n\n

-59.3%

\n \n \n

\n\n

-75.5%

\n \n \n

\n\n

-86.2%

\n \n \n

\n\n

-92.6%

\n \n \n

\n\n

-30%

\n \n \n

\n\n

60%

\n \n \n

\n\n

98.1%

\n \n \n

\n\n

81.0%

\n \n \n

\n\n

55.8%

\n \n \n

\n\n

26.3%

\n \n \n

\n\n

-3.6%

\n \n \n

\n\n

-30.7%

\n \n \n

\n\n

-53.1%

\n \n \n

\n\n

-70.1%

\n \n \n

\n\n

-82.0%

\n \n \n

\n\n

-89.8%

\n \n \n

\n\n

-94.6%

\n \n \n

\n\n

-20%

\n \n \n

\n\n

40%

\n \n \n

\n\n

51.6%

\n \n \n

\n\n

38.6%

\n \n \n

\n\n

19.3%

\n \n \n

\n\n

-3.3%

\n \n \n

\n\n

-26.2%

\n \n \n

\n\n

-46.9%

\n \n \n

\n\n

-64.1%

\n \n \n

\n\n

-77.1%

\n \n \n

\n\n

-86.2%

\n \n \n

\n\n

-92.2%

\n \n \n

\n\n

-95.9%

\n \n \n

\n\n

-10%

\n \n \n

\n\n

20%

\n \n \n

\n\n

19.8%

\n \n \n

\n\n

9.5%

\n \n \n

\n\n

-5.8%

\n \n \n

\n\n

-23.6%

\n \n \n

\n\n

-41.7%

\n \n \n

\n\n

-58.1%

\n \n \n

\n\n

-71.6%

\n \n \n

\n\n

-81.9%

\n \n \n

\n\n

-89.1%

\n \n \n

\n\n

-93.9%

\n \n \n

\n\n

-96.7%

\n \n \n

\n\n

\n \n \n

\n\n

\n \n \n

\n\n

-3.0%

\n \n \n

\n\n

-11.3%

\n \n \n

\n\n

-23.7%

\n \n \n

\n\n

-38.1%

\n \n \n

\n\n

-52.8%

\n \n \n

\n\n

-66.0%

\n \n \n

\n\n

-77.0%

\n \n \n

\n\n

-85.3%

\n \n \n

\n\n

-91.2%

\n \n \n

\n\n

-95.0%

\n \n \n

\n\n

-97.3%

\n \n \n

\n\n

10%

\n \n \n

\n\n

-20%

\n \n \n

\n\n

-19.8%

\n \n \n

\n\n

-26.7%

\n \n \n

\n\n

-36.9%

\n \n \n

\n\n

-48.9%

\n \n \n

\n\n

-61.0%

\n \n \n

\n\n

-71.9%

\n \n \n

\n\n

-81.0%

\n \n \n

\n\n

-87.9%

\n \n \n

\n\n

-92.7%

\n \n \n

\n\n

-95.9%

\n \n \n

\n\n

-97.8%

\n \n \n

\n\n

20%

\n \n \n

\n\n

-40%

\n \n \n

\n\n

-32.6%

\n \n \n

\n\n

-38.4%

\n \n \n

\n\n

-47.0%

\n \n \n

\n\n

-57.0%

\n \n \n

\n\n

-67.2%

\n \n \n

\n\n

-76.4%

\n \n \n

\n\n

-84.0%

\n \n \n

\n\n

-89.8%

\n \n \n

\n\n

-93.9%

\n \n \n

\n\n

-96.5%

\n \n \n

\n\n

-98.2%

\n \n \n

\n\n

30%

\n \n \n

\n\n

-60%

\n \n \n

\n\n

-42.6%

\n \n \n

\n\n

-47.5%

\n \n \n

\n\n

-54.8%

\n \n \n

\n\n

-63.4%

\n \n \n

\n\n

-72.0%

\n \n \n

\n\n

-79.9%

\n \n \n

\n\n

-86.4%

\n \n \n

\n\n

-91.3%

\n \n \n

\n\n

-94.8%

\n \n \n

\n\n

-97.1%

\n \n \n

\n\n

-98.4%

\n \n \n

\n\n

40%

\n \n \n

\n\n

-80%

\n \n \n

\n\n

-50.5%

\n \n \n

\n\n

-54.7%

\n \n \n

\n\n

-61.1%

\n \n \n

\n\n

-68.4%

\n \n \n

\n\n

-75.9%

\n \n \n

\n\n

-82.7%

\n \n \n

\n\n

-88.3%

\n \n \n

\n\n

-92.5%

\n \n \n

\n\n

-95.5%

\n \n \n

\n\n

-97.5%

\n \n \n

\n\n

-98.6%

\n \n \n

\n\n

50%

\n \n \n

\n\n

-100%

\n \n \n

\n\n

-56.9%

\n \n \n

\n\n

-60.6%

\n \n \n

\n\n

-66.1%

\n \n \n

\n\n

-72.5%

\n \n \n

\n\n

-79.0%

\n \n \n

\n\n

-84.9%

\n \n \n

\n\n

-89.8%

\n \n \n

\n\n

-93.5%

\n \n \n

\n\n

-96.1%

\n \n \n

\n\n

-97.8%

\n \n \n

\n\n

-98.8%

\n \n \n

\n\n

60%

\n \n \n

\n\n

-120%

\n \n \n

\n\n

-62.1%

\n \n \n

\n\n

-65.4%

\n \n \n

\n\n

-70.2%

\n \n \n

\n\n

-75.8%

\n \n \n

\n\n

-81.5%

\n \n \n

\n\n

-86.7%

\n \n \n

\n\n

-91.0%

\n \n \n

\n\n

-94.3%

\n \n \n

\n\n

-96.6%

\n \n \n

\n\n

-98.1%

\n \n \n

\n\n

-99.0%

\n \n \n

\n\n

70%

\n \n \n

\n\n

-140%

\n \n \n

\n\n

-66.4%

\n \n \n

\n\n

-69.3%

\n \n \n

\n\n

-73.6%

\n \n \n

\n\n

-78.6%

\n \n \n

\n\n

-83.7%

\n \n \n

\n\n

-88.2%

\n \n \n

\n\n

-92.0%

\n \n \n

\n\n

-94.9%

\n \n \n

\n\n

-97.0%

\n \n \n

\n\n

-98.3%

\n \n \n

\n\n

-99.1%

\n \n \n

\n\n

80%

\n \n \n

\n\n

-160%

\n \n \n

\n\n

-70.0%

\n \n \n

\n\n

-72.6%

\n \n \n

\n\n

-76.4%

\n \n \n

\n\n

-80.9%

\n \n \n

\n\n

-85.4%

\n \n \n

\n\n

-89.5%

\n \n \n

\n\n

-92.9%

\n \n \n

\n\n

-95.5%

\n \n \n

\n\n

-97.3%

\n \n \n

\n\n

-98.5%

\n \n \n

\n\n

-99.2%

\n \n \n

\n\n

90%

\n \n \n

\n\n

-180%

\n \n \n

\n\n

-73.1%

\n \n \n

\n\n

-75.4%

\n \n \n

\n\n

-78.9%

\n \n \n

\n\n

-82.9%

\n \n \n

\n\n

-86.9%

\n \n \n

\n\n

-90.6%

\n \n \n

\n\n

-93.6%

\n \n \n

\n\n

-95.9%

\n \n \n

\n\n

-97.6%

\n \n \n

\n\n

-98.6%

\n \n \n

\n\n

-99.3%

\n \n \n

\n\n

100%

\n \n \n

\n\n

-200%

\n \n \n

\n\n

-75.7%

\n \n \n

\n\n

-77.8%

\n \n \n

\n\n

-80.9%

\n \n \n

\n\n

-84.5%

\n \n \n

\n\n

-88.2%

\n \n \n

\n\n

-91.5%

\n \n \n

\n\n

-94.3%

\n \n \n

\n\n

-96.3%

\n \n \n

\n\n

-97.8%

\n \n \n

\n\n

-98.8%

\n \n \n

\n\n

-99.3%

\n \n \n

INVESTMENT RESTRICTIONS

The Fund may not:

Make investments for the purpose of exercising control or management.

Issue senior securities to the extent such issuance would violate applicable law.

Underwrite securities of other issuers, except insofar as the Fund technically may\n be deemed an underwriter under the 1933 Act, as amended, in selling portfolio securities.

Concentrate (i.e., hold more than 25% of its assets in the stocks of a single industry\n or group of industries) its investments in issuers of one or more particular industries, except\n that the Fund may concentrate in the industry assigned to that of its underlying security.

MANAGEMENT OF THE TRUST

THE BOARD OF TRUSTEES AND ITS LEADERSHIP STRUCTURE

\n\n

Name and Birth Date

\n \n

\n\n

Term of Office

\n\n

and Length of

\n\n

Time Served

\n \n \n

\n\n

Principal Occupation(s)

\n\n

During

\n\n

the Past 5 Years

\n \n \n

\n\n

Number of

\n\n

Operational

\n\n

Portfolios in

\n\n

Fund Complex*

\n\n

Overseen by Trustee

\n \n \n

\n\n

Other Directorships

\n\n

Held by Trustee

\n\n

During

\n\n

Past 5 Years

\n \n \n

\n\n

Independent Trustees

\n \n

\n\n \n \n

\n\n

William D. Fertig

\n\n

Birth Date: 9/56

\n \n

\n\n

Indefinite; June

\n\n

2011 to present

\n \n

\n\n

Context Capital

\n\n

Management

\n\n

(Alternative Asset

\n\n

Management): Chief

\n\n

Investment Officer

\n\n

(September 2002 to

\n\n

present).

\n \n

\n\n

ProShares (157)

\n\n

ProFunds (117)

\n \n

\n\n

Context Capital

\n \n

\n\n

Russell S. Reynolds III

\n\n

Birth Date: 7/57

\n \n

\n\n

Indefinite;

\n\n

November 2005 to

\n\n

present

\n \n

\n\n

RSR Partners, Inc.

\n\n

(Retained Executive

\n\n

Recruitment and

\n\n

Corporate

\n\n

Governance

\n\n

Consulting):

\n\n

Managing Director

\n\n

(February 1993 to

\n\n

present).

\n \n

\n\n

ProShares (157)

\n\n

ProFunds (117)

\n \n

\n\n

RSR Partners, Inc.

\n \n

\n\n

Michael C. Wachs

\n\n

Birth Date: 10/61

\n \n

\n\n

Indefinite;

\n\n

November 2005 to

\n\n

present

\n \n

\n\n

Linden Lane Capital

\n\n

Partners LLC (Real

\n\n

Estate Investment

\n\n

and Development):

\n\n

Managing Principal

\n\n

(2010 to present).

\n \n

\n\n

ProShares (157)

\n\n

ProFunds (117)

\n \n

\n\n

None

\n \n

\n\n

Interested Trustee and Chairman of the Board

\n \n

\n\n \n \n

\n\n

Michael L. Sapir**

\n\n

Birth Date: 5/58

\n \n

\n\n

Indefinite; 2002 to

\n\n

present

\n \n

\n\n

Chairman and Chief

\n\n

Executive Officer of

\n\n

ProFund

\n\n

Advisors LLC

\n\n

(April 1997 to

\n\n

present); ProShare

\n\n

Advisors LLC

\n\n

(November 2005 to

\n\n

present); and

\n\n

ProShare Capital

\n\n

Management LLC

\n\n

(July 2008 to

\n\n

present).

\n \n

\n\n

ProShares (157)

\n\n

ProFunds (117)

\n \n

\n\n

None

\n \n

Mr. Sapir is an “interested person,” as defined by the 1940 Act, because of his ownership interest in ProShare Advisors.

COMMITTEES

TRUSTEE OWNERSHIP

\n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n

\n\n Name of Trustee \n \n	\n\n Dollar Range \n\n of Equity \n\n Securities in \n\n the Trust \n \n \n	\n\n Aggregate Dollar \n\n Range of Equity \n\n Securities in All \n\n Registered Investment \n\n Companies Overseen \n\n by Trustee in Family of \n\n Investment Companies \n \n \n
\n\n Independent Trustees \n \n	\n\n \n \n	\n\n \n \n
\n\n William D. Fertig, Trustee \n \n	\n\n Over $100,000 \n \n	\n\n Over $100,000 \n \n
\n\n Russell S. Reynolds III, Trustee \n \n	\n\n $10,001-$50,000 \n \n	\n\n $10,001-$50,000 \n \n
\n\n Michael C. Wachs, Trustee \n \n	\n\n None \n \n	\n\n $10,001-$50,000 \n \n
\n\n Interested Trustee \n \n	\n\n \n \n	\n\n \n \n
\n\n Michael L. Sapir, Trustee and Chairman \n \n	\n\n Over $100,000 \n \n	\n\n Over $100,000 \n \n

COMPENSATION OF TRUSTEES

The Trust does not accrue pension or retirement benefits as part of the Fund’s expenses, and Trustees are not entitled to benefits upon retirement from the Board of Trustees.

The following table shows aggregate compensation paid to the Trustees for their service\n on the Board for the fiscal year ended May 31, 2026.

\n\n Name \n \n	\n\n Aggregate \n\n Compensation \n\n From Funds \n \n \n	\n\n Pension or \n\n Retirement \n\n Benefits \n\n Accrued as \n\n Part of \n\n Trust \n\n Expenses \n \n \n	\n\n Estimated \n\n Annual \n\n Benefits \n\n Upon \n\n Retirement \n \n \n	\n\n Total \n\n Compensation \n\n From Trust and \n\n Fund Complex \n\n Paid to Trustees \n \n \n
\n\n Independent Trustees \n \n	\n\n \n \n	\n\n \n \n	\n\n \n \n	\n\n \n \n
\n\n William D. Fertig, Trustee \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $354,167 \n \n \n
\n\n Russell S. Reynolds, III, Trustee \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $354,167 \n \n \n
\n\n Michael C. Wachs, Trustee \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $354,167 \n \n \n
\n\n Interested Trustee \n \n	\n\n \n \n	\n\n \n \n	\n\n \n \n	\n\n \n \n
\n\n Michael L. Sapir, Trustee and Chairman \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n	\n\n $0 \n \n \n

OFFICERS

\n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n \n

\n\n

Name and Birth Date

\n \n

\n\n

Position(s)

\n\n

Held with

\n\n

Trust

\n \n \n

\n\n

Term of Office

\n\n

and Length of

\n\n

Time Served

\n \n \n

\n\n

Principal Occupation(s)

\n\n

During the Past

\n\n

5 Years

\n \n \n

\n\n

Todd B. Johnson

\n\n

Birth Date: 1/64

\n \n

\n\n

President

\n \n

\n\n

Indefinite;

\n\n

January 2014 to

\n\n

present

\n \n

\n\n

Chief Investment Officer of ProShare

\n\n

Advisors (December 2008 to present);

\n\n

ProFund Advisors LLC (December 2008 to

\n\n

present); and ProShare Capital

\n\n

Management LLC (February 2009 to present).

\n \n

\n\n

Maria Clem Sell

\n\n

190 Middle St, Suite

\n\n

301, Portland, ME

\n\n

04101

\n\n

Birth Date: 2/78

\n \n

\n\n

Treasurer

\n \n

\n\n

Indefinite; June

\n\n

2022 to present

\n \n

\n\n

Director and Fund Treasurer, ACA Group

\n\n

(2021 to present); Director, Franklin

\n\n

Templeton Investments (2014 to 2021).

\n \n

\n\n

Victor M. Frye, Esq.

\n\n

Birth Date: 10/58

\n \n

\n\n

Chief

\n\n

Compliance

\n\n

Officer and AML

\n\n

Officer

\n \n

\n\n

Indefinite;

\n\n

November 2005

\n\n

to present

\n \n

\n\n

Counsel and Chief Compliance Officer of

\n\n

ProShare Advisors (December 2004 to

\n\n

present) and ProFund Advisors LLC (October

\n\n

2002 to present); Secretary of ProFunds

\n\n

Distributors, Inc. (April 2008 to present);

\n\n

Chief Compliance Officer of ProFunds

\n\n

Distributors, Inc. (July 2015 to present).

\n \n

\n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n \n

\n\n

Name and Birth Date

\n \n

\n\n

Position(s)

\n\n

Held with

\n\n

Trust

\n \n \n

\n\n

Term of Office

\n\n

and Length of

\n\n

Time Served

\n \n \n

\n\n

Principal Occupation(s)

\n\n

During the Past

\n\n

5 Years

\n \n \n

\n\n

Richard Morris, Esq.

\n\n

Birth Date: 8/67

\n \n

\n\n

Chief Legal

\n\n

Officer and

\n\n

Secretary

\n \n

\n\n

Indefinite;

\n\n

December 2015

\n\n

to present

\n \n

\n\n

General Counsel of ProShare Advisors;

\n\n

ProFund Advisors LLC; and ProShare Capital

\n\n

Management LLC (December 2015 to

\n\n

present); Chief Legal Officer of ProFunds

\n\n

Distributors, Inc. (December 2015 to present);

\n\n

Partner at Morgan Lewis & Bockius, LLP

\n\n

(October 2012 to November 2015).

\n \n

COMPENSATION OF OFFICERS

The Officers, other than the CCO, receive no compensation directly from the Trust\n for performing the duties of their offices.

INVESTMENT ADVISOR

ProShare Advisors, located at 7272 Wisconsin Avenue, 21st Floor, Bethesda, Maryland 20814, serves as the investment adviser to the Fund and provides investment advice and management\n services to the Fund. ProShare Advisors is owned by Michael L. Sapir, Louis M. Mayberg and Radcliff PS I\n LLC.

INVESTMENT ADVISORY AGREEMENT

\n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n \n

\n\n \n \n

\n\n

Investment Advisory Fee

\n \n

\n\n

Name of Fund

\n \n

\n\n

First

\n\n

$4 billion

\n \n \n

\n\n

$1.5 billion

\n \n \n

\n\n

$1.5 billion

\n \n \n

\n\n

$1.5 billion

\n \n \n

\n\n

Thereafter

\n \n \n

\n\n

UltraShort Oura

\n \n

\n\n

0.75%

\n \n \n

\n\n

0.70%

\n \n \n

\n\n

0.65%

\n \n \n

\n\n

0.60%

\n \n \n

\n\n

0.55%

\n \n \n

Fees Paid under the Advisory Agreement and the Advisory and Management Agreement

Because the New Fund was not operational at the end of the Trust’s last fiscal year, information on the New Fund is not included in this SAI.

MANAGEMENT SERVICES AGREEMENT

Management Services Fees Paid

Because the New Fund was not operational at the end of the Trust’s last fiscal year, information on the New Fund is not included in this SAI.

EXPENSE LIMITATION AGREEMENT

Expense Limits

The annual operating expenses are limited as follows:

\n\n \n\n \n\n \n \n\n \n\n \n\n \n \n

\n\n

Name of Fund

\n \n

\n\n

Expense

\n\n

Limitation

\n \n \n

\n\n

UltraShort Oura

\n \n

\n\n

0.95%

\n \n

PORTFOLIO MANAGEMENT

PORTFOLIO MANAGER COMPENSATION

Portfolio Manager Ownership

\n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n

\n\n

Name of Portfolio Manager

\n \n

\n\n

Dollar Range of

\n\n

Equity Securities

\n\n

in the Funds

\n\n

Managed by the

\n\n

Portfolio Manager

\n \n \n

\n\n

Aggregate Dollar Range

\n\n

of Equity Securities in

\n\n

All Registered

\n\n

Investment Companies in

\n\n

the ProShares Family

\n \n \n

\n\n

Alexander Ilyasov

\n \n

\n\n

None

\n \n

\n\n

$50,001-$100,000

\n \n

\n\n

Eric Silverthorne

\n \n

\n\n

None

\n \n

\n\n

$1-$10,000

\n \n

Other Accounts Managed by Portfolio Managers

\n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n\n \n \n

\n\n

Name of Portfolio

\n\n

Manager

\n \n \n

\n\n

Number of All Registered

\n\n

Investment Companies

\n\n

Managed/Total Assets

\n \n \n

\n\n

Number of All

\n\n

Other Pooled

\n\n

Investment Vehicles

\n\n

Managed/Total Assets

\n \n \n

\n\n

Number of All

\n\n

Other Accounts

\n\n

Managed/Total Assets

\n \n \n

\n\n

Alexander Ilyasov

\n \n

\n\n

90/$27,789,689,370

\n \n

\n\n

16/$6,520,153,015

\n \n

\n\n

0/$0

\n \n

\n\n

Eric Silverthorne

\n \n

\n\n

53/$1,031,495,377

\n \n

\n\n

0/$0

\n \n

\n\n

0/$0

\n \n

Conflicts of Interest

REGISTRATION AS A COMMODITY POOL OPERATOR

OTHER SERVICE PROVIDERS

ADMINISTRATOR AND FUND ACCOUNTING AGENT

Fees Paid under the Administration Agreement and Legal Administration Services Agreement

Because the New Fund was not operational at the end of the Trust’s last fiscal year, information on the New Fund is not included in this SAI.

CUSTODIAN, TRANSFER AGENT, AND INDEX RECEIPT AGENT

JPMorgan Chase Bank, N.A. (“JPMorgan”) also acts as Custodian, Transfer Agent, Index Receipt Agent to the Fund. JPMorgan is located at 4 MetroTech Center, Brooklyn, NY 11245.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

LEGAL COUNSEL

Dechert LLP serves as counsel to the Fund. The firm’s address is 1095 Avenue of the Americas, New York, New York 10036.

PRINCIPAL FINANCIAL OFFICER/TREASURER SERVICES

SECURITIES LENDING AGENT

Because the New Fund was not operational at the end of the Trust’s last fiscal year, information on the New Fund is not included in this SAI.

DISTRIBUTOR

DISTRIBUTION AND SERVICE PLAN

OTHER MATTERS

COSTS AND EXPENSES

PAYMENTS TO THIRD PARTIES FROM THE ADVISOR

BOOK ENTRY ONLY SYSTEM

CODE OF ETHICS

PROXY VOTING POLICY AND PROCEDURES

Background

Policies and Procedures

DISCLOSURE OF PORTFOLIO HOLDINGS

PORTFOLIO TRANSACTIONS AND BROKERAGE

investment; information about market conditions generally; equipment that facilitates\n and improves trade execution; and appraisals or evaluations of portfolio securities.

BROKERAGE COMMISSIONS

Because the New Fund was not operational at the end of the Trust’s last fiscal year, information on the New Fund is not included in this SAI.

SECURITIES OF REGULAR BROKER-DEALERS

ORGANIZATION AND DESCRIPTION OF SHARES OF BENEFICIAL INTEREST

investors. Any such adjustments would be accomplished through stock splits or reverse\n stock splits which would have no effect on the net assets of the applicable Fund.

PURCHASE AND REDEMPTION OF SHARES

A “Business Day” with respect to the Fund is any day on which the Exchange upon which it is listed is open for business.

The Creation Unit size for the Fund is set forth below. The Board reserves the right\n to make a change in the number of Shares constituting a Creation Unit.

\n\n \n\n \n\n \n\n \n \n\n \n\n \n\n \n\n \n \n

\n\n

Fund Name

\n \n

\n\n

Creation Unit

\n\n

Size

\n \n \n

\n\n \n \n

\n\n

UltraShort Oura

\n \n

\n\n

5,000

\n \n \n

\n\n \n \n

Portfolio Deposit

The Index Receipt Agent makes available through the NSCC on each Business Day, either\n immediately prior to the opening of business on the Exchange or the night before,\n the list of the names and

\n\n \n\n \n\n \n \n\n \n\n \n\n \n \n

\n\n Fund(s) \n \n	\n\n Typical Creation Cut-Off Time (Eastern Time) \n \n \n
\n\n UltraShort Oura \n \n	\n\n 3:00 p.m. \n \n