Short Dow30SM Important Information About the Fund ProShares Short Dow30SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Dow Jones Industrial AverageSM (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC (the "Index Provider"). The Index is a price-weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies. While stock selection is not governed by quantitative rules, a stock typically is added only if the company has an excellent reputation, demonstrates sustained growth and is of interest to a large number of investors. Companies should be incorporated and headquartered in the U.S. In addition, a plurality of revenues should be derived from the U.S. Maintaining adequate sector representation within the Index is also a consideration in the selection process for the Dow Jones Industrial Average^TM. Changes to the Index are made on an as needed basis. There is no annual or semi-annual reconstitution. Rather, changes in response to corporate actions and market developments can be made at any time. The Index is published under the Bloomberg ticker symbol "DJI."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the health care industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 19.90%. The Index&#39;s highest May to May volatility rate during the five-year period was 35.00% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 9.75%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Short 20+ Year Treasury Important Information About the Fund ProShares Short 20+ Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the ICE U.S. Treasury 20+ Year Bond Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by ICE Data Indices, LLC ("IDI"). The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity greater than or equal to twenty years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month. The Index is published under the Bloomberg ticker symbol "IDCOT20."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting debt in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no Fund expenses; and (b) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><p>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 13.91%. The Index&#39;s highest May to May volatility rate during the five-year period was 21.17% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 8.54%. </p><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the Index may underperform other debt instruments that track other markets, segments and sectors. </p><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><p>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the Fund&#39;s performance will generally be more favorable when interest rates rise and less favorable when interest rates decline.</p><ul> <li>U.S. Treasury Market Risk &#8212; The U.S. Treasury market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury obligations to decline. </li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><p>This risk may be particularly acute if the Index is comprised of a small number of securities. </p><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra FTSE Europe Important Information About the Fund ProShares Ultra FTSE Europe (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the FTSE Developed Europe All Cap Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by FTSE International Limited. The Index is a free float-adjusted market cap weighted index representing the performance of large, mid- and small cap companies in Developed European markets, including the UK. As of June 5, 2020, the Index consisted of the following 16 developed market countries: Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, Norway, Poland, Portugal, Spain, Sweden, Switzerland and the United Kingdom. The Index is published under the Bloomberg ticker symbol "ACDER."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><ul> <li>Depositary Receipts &#8212; The Fund may invest in depositary receipts, which principally include: </li> </ul><ul> <li>American Depositary Receipts (ADRs), which represent the right to receive securities of foreign issuers deposited in a bank or trust company and are an alternative to purchasing the underlying securities in their national markets and currencies</li> </ul><ul> <li>Global Depositary Receipts (GDRs), which are receipts for shares in a foreign-based corporation traded in capital markets around the world. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the financials and health care industry groups. The Index was concentrated in Europe and focused in the United Kingdom, Switzerland, and France.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 18.30%. The Index&#39;s highest May to May volatility rate during the five-year period was 26.84% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 0.48%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Exposure to European Investments Risk &#8212; Many countries are members of the European Union (the "EU") and all European countries may be significantly affected by EU policies and may be highly dependent on the economies of their fellow members. The European financial markets have experienced significant volatility and several European countries have been adversely affected by unemployment, budget deficits and economic downturns. In addition, several European countries have experienced credit rating downgrades, rising government debt levels and, for certain European countries (including Spain, Portugal, Ireland and Italy), weaknesses in sovereign debt. These events, along with decreasing imports or exports, changes in governmental or EU regulations on trade, the default or threat of default by a European country on its sovereign debt, an economic recession in a European country, or the threat of a European country to leave the EU may have a significant adverse effect on the affected European country, issuers in the affected European country, the economies of other European countries, or their trading partners. Such events, or even the threat of these events, may cause the value of securities issued by issuers in such European countries to fall, in some cases drastically. These events may also cause further volatility in the European financial markets. To the extent that the Fund&#39;s assets are exposed to investments from issuers in European countries or denominated in euro, their trading partners, or other European countries, these events may negatively impact the performance of the Fund. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Exposure to Foreign Investments Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra Technology Important Information About the Fund ProShares Ultra Technology (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Dow Jones U.S. TechnologySM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 31% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the technology industry of the U.S. equity market. Component companies include, among others, those involved in computers and office equipment, software, communications technology, semiconductors, diversified technology services and Internet services. The Index is published under the Bloomberg ticker symbol "DJUSTC."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the software &amp; services industry group and was focused in the technology hardware &amp; equipment industry group, semiconductors &amp; semiconductor equipment and media &amp; entertainment industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 23.46%. The Index&#39;s highest May to May volatility rate during the five-year period was 37.05% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 19.81%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Technology Industry Risk &#8212; The Fund is subject to risks faced by companies in the technology industry to the same extent the Index is concentrated in the industry. Securities of technology companies may be subject to greater volatility than stocks of companies in other market sectors. Technology companies may be affected by intense competition, obsolescence of existing technology, general economic conditions and government regulation and may have limited product lines, markets, financial resources or personnel. Technology companies may experience dramatic and often unpredictable changes in growth rates and competition for qualified personnel. These companies also are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort QQQ&#174; Important Information About the Fund ProShares UltraShort QQQ&#174; (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the Nasdaq-100&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by Nasdaq Inc. (the "Index Provider"). The Index includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology. Companies selected for inclusion are non-financial companies that meet appropriate trading volumes, adjusted market capitalization and other eligibility criteria. The Index is published under the Bloomberg ticker symbol "NDX."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the consumer discretionary and communication services industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.76%. The Index&#39;s highest May to May volatility rate during the five-year period was 33.62% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 17.52%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraPro QQQ&#174; Important Information About the Fund ProShares UltraPro QQQ&#174; (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times (3x) the return of the Nasdaq-100&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (3x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (3x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 53% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by Nasdaq Inc. (the "Index Provider"). The Index includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology. Companies selected for inclusion are non-financial companies that meet appropriate trading volumes, adjusted market capitalization and other eligibility criteria. The Index is published under the Bloomberg ticker symbol "NDX."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (3x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from three times (3x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the consumer discretionary and communication services industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of three times (3x) the Index, a single day movement in the Index approaching 33% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from three times (3x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than three times (3x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Three times <br />(3x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-180%</td> <td valign="top" align="left"> -93.8%</td> <td valign="top" align="left"> -94.7%</td> <td valign="top" align="left"> -97.0%</td> <td valign="top" align="left"> -98.8%</td> <td valign="top" align="left"> -99.7%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-150%</td> <td valign="top" align="left"> -87.9%</td> <td valign="top" align="left"> -89.6%</td> <td valign="top" align="left"> -94.1%</td> <td valign="top" align="left"> -97.7%</td> <td valign="top" align="left"> -99.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -79.0%</td> <td valign="top" align="left"> -82.1%</td> <td valign="top" align="left"> -89.8%</td> <td valign="top" align="left"> -96.0%</td> <td valign="top" align="left"> -98.9%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-90%</td> <td valign="top" align="left"> -66.7%</td> <td valign="top" align="left"> -71.6%</td> <td valign="top" align="left"> -83.8%</td> <td valign="top" align="left"> -93.7%</td> <td valign="top" align="left"> -98.3%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -50.3%</td> <td valign="top" align="left"> -57.6%</td> <td valign="top" align="left"> -75.8%</td> <td valign="top" align="left"> -90.5%</td> <td valign="top" align="left"> -97.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -39.6%</td> <td valign="top" align="left"> -65.6%</td> <td valign="top" align="left"> -86.5%</td> <td valign="top" align="left"> -96.4%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -3.0%</td> <td valign="top" align="left"> -17.1%</td> <td valign="top" align="left"> -52.8%</td> <td valign="top" align="left"> -81.5%</td> <td valign="top" align="left"> -95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 29.2%</td> <td valign="top" align="left"> 10.3%</td> <td valign="top" align="left"> -37.1%</td> <td valign="top" align="left"> -75.4%</td> <td valign="top" align="left"> -93.4%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.7%</td> <td valign="top" align="left"> 43.3%</td> <td valign="top" align="left"> -18.4%</td> <td valign="top" align="left"> -68.0%</td> <td valign="top" align="left"> -91.4%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">90%</td> <td valign="top" align="left"> 113.2%</td> <td valign="top" align="left"> 82.1%</td> <td valign="top" align="left"> 3.8%</td> <td valign="top" align="left"> -59.4%</td> <td valign="top" align="left"> -89.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 166.3%</td> <td valign="top" align="left"> 127.5%</td> <td valign="top" align="left"> 29.6%</td> <td valign="top" align="left"> -49.2%</td> <td valign="top" align="left"> -86.3%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">150%</td> <td valign="top" align="left"> 227.5%</td> <td valign="top" align="left"> 179.8%</td> <td valign="top" align="left"> 59.4%</td> <td valign="top" align="left"> -37.6%</td> <td valign="top" align="left"> -83.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">180%</td> <td valign="top" align="left"> 297.5%</td> <td valign="top" align="left"> 239.6%</td> <td valign="top" align="left"> 93.5%</td> <td valign="top" align="left"> -24.2%</td> <td valign="top" align="left"> -79.6%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -60% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -75.8% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.76%. The Index&#39;s highest May to May volatility rate during the five-year period was 33.62% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 17.52%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from three times (3x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (3x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra QQQ&#174; Important Information About the Fund ProShares Ultra QQQ&#174; (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Nasdaq-100&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 33% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by Nasdaq Inc. (the "Index Provider"). The Index includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology. Companies selected for inclusion are non-financial companies that meet appropriate trading volumes, adjusted market capitalization and other eligibility criteria. The Index is published under the Bloomberg ticker symbol "NDX."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the consumer discretionary and communication services industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.76%. The Index&#39;s highest May to May volatility rate during the five-year period was 33.62% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 17.52%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> S&amp;P 500&#174; Dividend Aristocrats ETF Investment Objective <p>ProShares S&amp;P 500&#174; Dividend Aristocrats ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&amp;P 500&#174; Dividend Aristocrats&#174; Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 29% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index, constructed and maintained by S&amp;P Dow Jones Indices LLC, targets companies that are currently members of the S&amp;P 500&#174;, have increased dividend payments each year for at least 25 years, and meet certain market capitalization and liquidity requirements. The Index contains a minimum of 40 stocks, which are equally weighted, and no single sector is allowed to comprise more than 30% of the Index weight. If there are fewer than 40 stocks with at least 25 consecutive years of dividend growth or if sector caps are breached, the Index will include companies with shorter dividend growth histories. The Index is reweighted each January, April, July and October, with an annual reconstitution during each January. The Index is published under the Bloomberg ticker symbol "SPDAUDT."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities &#8212; The Fund invests in common stock issued by public companies.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the industrials industry group and was focused in the consumer staples industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> UltraPro MidCap400 Important Information About the Fund ProShares UltraPro MidCap400 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times (3x) the return of the S&amp;P MidCap 400&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (3x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (3x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 51% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is published under the Bloomberg ticker symbol "MID."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (3x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from three times (3x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the information technology and industrials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of three times (3x) the Index, a single day movement in the Index approaching 33% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from three times (3x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than three times (3x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Three times <br />(3x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-180%</td> <td valign="top" align="left"> -93.8%</td> <td valign="top" align="left"> -94.7%</td> <td valign="top" align="left"> -97.0%</td> <td valign="top" align="left"> -98.8%</td> <td valign="top" align="left"> -99.7%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-150%</td> <td valign="top" align="left"> -87.9%</td> <td valign="top" align="left"> -89.6%</td> <td valign="top" align="left"> -94.1%</td> <td valign="top" align="left"> -97.7%</td> <td valign="top" align="left"> -99.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -79.0%</td> <td valign="top" align="left"> -82.1%</td> <td valign="top" align="left"> -89.8%</td> <td valign="top" align="left"> -96.0%</td> <td valign="top" align="left"> -98.9%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-90%</td> <td valign="top" align="left"> -66.7%</td> <td valign="top" align="left"> -71.6%</td> <td valign="top" align="left"> -83.8%</td> <td valign="top" align="left"> -93.7%</td> <td valign="top" align="left"> -98.3%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -50.3%</td> <td valign="top" align="left"> -57.6%</td> <td valign="top" align="left"> -75.8%</td> <td valign="top" align="left"> -90.5%</td> <td valign="top" align="left"> -97.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -39.6%</td> <td valign="top" align="left"> -65.6%</td> <td valign="top" align="left"> -86.5%</td> <td valign="top" align="left"> -96.4%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -3.0%</td> <td valign="top" align="left"> -17.1%</td> <td valign="top" align="left"> -52.8%</td> <td valign="top" align="left"> -81.5%</td> <td valign="top" align="left"> -95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 29.2%</td> <td valign="top" align="left"> 10.3%</td> <td valign="top" align="left"> -37.1%</td> <td valign="top" align="left"> -75.4%</td> <td valign="top" align="left"> -93.4%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.7%</td> <td valign="top" align="left"> 43.3%</td> <td valign="top" align="left"> -18.4%</td> <td valign="top" align="left"> -68.0%</td> <td valign="top" align="left"> -91.4%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">90%</td> <td valign="top" align="left"> 113.2%</td> <td valign="top" align="left"> 82.1%</td> <td valign="top" align="left"> 3.8%</td> <td valign="top" align="left"> -59.4%</td> <td valign="top" align="left"> -89.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 166.3%</td> <td valign="top" align="left"> 127.5%</td> <td valign="top" align="left"> 29.6%</td> <td valign="top" align="left"> -49.2%</td> <td valign="top" align="left"> -86.3%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">150%</td> <td valign="top" align="left"> 227.5%</td> <td valign="top" align="left"> 179.8%</td> <td valign="top" align="left"> 59.4%</td> <td valign="top" align="left"> -37.6%</td> <td valign="top" align="left"> -83.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">180%</td> <td valign="top" align="left"> 297.5%</td> <td valign="top" align="left"> 239.6%</td> <td valign="top" align="left"> 93.5%</td> <td valign="top" align="left"> -24.2%</td> <td valign="top" align="left"> -79.6%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -60% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -75.8% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.65%. The Index&#39;s highest May to May volatility rate during the five-year period was 38.74% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 4.67%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from three times (3x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (3x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra Nasdaq Biotechnology Important Information About the Fund ProShares Ultra Nasdaq Biotechnology (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Nasdaq Biotechnology&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 37% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by Nasdaq Inc. (the "Index Provider"). The Index is a modified capitalization weighted index that includes securities of Nasdaq listed companies that are classified as either biotechnology or pharmaceutical. The securities also meet other eligibility criteria determined by the Index Provider, including minimum market capitalization and liquidity requirements. The Index is published under the Bloomberg ticker symbol "NBI."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the pharmaceuticals, biotechnology &amp; life sciences industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 26.65%. The Index&#39;s highest May to May volatility rate during the five-year period was 32.67% (May 31, 2016). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 2.55%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Pharmaceuticals, Biotechnology, and Life Sciences Industry Risk &#8212; The risks of investments in the industry include: heavy dependence on patents and intellectual property rights, with profitability affected by the loss or impairment of such rights; risks of new technologies and competitive pressures; large expenditures on research and development of products or services that may not prove commercially successful or may become obsolete quickly; regulations and restrictions imposed by the Food and Drug Administration, the Environmental Protection Agency, state and local governments, and foreign regulatory authorities; and thin capitalization and limited product lines, markets, financial resources or personnel. Moreover, stock prices of biotechnology companies are very volatile, particularly when their products are up for regulatory approval and/or under regulatory scrutiny. The biotechnology sector may also be affected by risks that affect the broader health care industry, including expenses and losses from extensive litigation on product liability and similar claims. The pharmaceuticals sector may also be affected by risks that affect the broader health care industry, including: heavy dependence on patent protection, with profitability affected by the expiration of patents; competitive forces that may make it difficult to raise prices and, in fact, may result in price discounts; and thin capitalization and limited product lines, markets and financial resources or personnel. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> S&amp;P 500&#174; Ex-Financials ETF Investment Objective <p>ProShares S&amp;P 500&#174; Ex-Financials ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&amp;P 500&#174; Ex-Financials and Real Estate Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 4% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index and Fund seek to provide exposure to the companies of the S&amp;P 500&#174; Index (the "S&amp;P 500&#174;") with the exception of those companies included in the Financials and Real Estate Sectors. The S&amp;P 500&#174; is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index classifies each company in the S&amp;P 500&#174; as part of a particular Sector using the Global Industry Classification Standards ("GICS"), which are jointly produced by S&amp;P Dow Jones Indices and MSCI, to define companies within a sector. As of June 30, 2020, the following Sectors are included within GICS: Consumer Discretionary, Consumer Staples, Energy, Health Care, Industrials, Information Technology, Materials, Communication Services, and Utilities. A Sector is comprised of multiple industries. For example, the Financials Sector is comprised of companies in, among others, the banking and insurance industries. The Index consists of companies from each of the Sectors other than the Financials and Real Estate Sectors. Each security in the Index is weighted by float-adjusted market capitalization according to the same rules as the S&amp;P 500&#174;. The Index is published under the Bloomberg ticker symbol "SPXXFINT."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities &#8212; The Fund invests in common stock issued by public companies.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the health care industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> UltraShort MidCap400 Important Information About the Fund ProShares UltraShort MidCap400 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the S&amp;P MidCap 400&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is published under the Bloomberg ticker symbol "MID."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the information technology and industrials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.65%. The Index&#39;s highest May to May volatility rate during the five-year period was 38.74% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 4.67%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort Consumer Goods Important Information About the Fund ProShares UltraShort Consumer Goods (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the Dow Jones U.S. Consumer GoodsSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the stock performance of certain U.S. companies in the consumer goods industry of the U.S. equity market. Component companies include, among others, automobiles and auto parts and tires, brewers and distillers, farming and fishing, durable and non-durable household product manufacturers, cosmetic companies, food and tobacco products, clothing, accessories and footwear The Index is published under the Bloomberg ticker symbol "DJUSNC."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the food, beverage &amp; tobacco industry group and was focused in the household &amp; personal products industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 17.19%. The Index&#39;s highest May to May volatility rate during the five-year period was 29.63% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 6.07%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Consumer Goods Industry Risk &#8212; The Fund is subject to risks faced by companies in the consumer goods industry, including: the fact that securities prices and profitability may be affected by competition and consumer confidence; heavy dependence on disposable household income and consumer spending; severe competition; and changes in demographics and consumer tastes, which can affect the success of consumer products. Many consumer goods are sold internationally, and companies that sell such products may be affected by market conditions in other countries and regions.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort Consumer Services Important Information About the Fund ProShares UltraShort Consumer Services (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the Dow Jones U.S. Consumer ServicesSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the stock performance of certain U.S. companies in the consumer services sector of the U.S. equity market. Component companies include, among others, airlines, broadcasting and entertainment, apparel and broadline retailers, food and drug retailers, media agencies, publishing, gambling, hotels, restaurants and bars, and travel and tourism. The Index is published under the Bloomberg ticker symbol "DJUSCY."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the retailing industry group and was focused in the media &amp; entertainment industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 18.59%. The Index&#39;s highest May to May volatility rate during the five-year period was 29.78% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 10.74%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Consumer Services Industry Risk &#8212; The risks of investments in the industry include: the fact that securities prices and profitability may be tied closely to the performance of the domestic and international economy, interest rates, competition and consumer confidence; heavy dependence on disposable household income and consumer spending; severe competition; and changes in demographics and consumer tastes. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Short MSCI EAFE Important Information About the Fund ProShares Short MSCI EAFE (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the MSCI EAFE Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted, market capitalization in each industry group in developed market countries, excluding the U.S. and Canada. As of June 20, 2020, the Index consisted of the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The Index is published under the Bloomberg ticker symbol "MXEA."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the financials industry group. The Index was also concentrated in Japan.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 14.91%. The Index&#39;s highest May to May volatility rate during the five-year period was 21.59% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 0.79%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Exposure to Foreign Investments Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraPro S&amp;P 500&#174; Important Information About the Fund ProShares UltraPro S&amp;P500&#174; (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times (3x) the return of the S&amp;P 500&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (3x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (3x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 69% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is published under the Bloomberg ticker symbol "SPX."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (3x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from three times (3x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the health care industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of three times (3x) the Index, a single day movement in the Index approaching 33% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from three times (3x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than three times (3x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Three times <br />(3x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-180%</td> <td valign="top" align="left"> -93.8%</td> <td valign="top" align="left"> -94.7%</td> <td valign="top" align="left"> -97.0%</td> <td valign="top" align="left"> -98.8%</td> <td valign="top" align="left"> -99.7%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-150%</td> <td valign="top" align="left"> -87.9%</td> <td valign="top" align="left"> -89.6%</td> <td valign="top" align="left"> -94.1%</td> <td valign="top" align="left"> -97.7%</td> <td valign="top" align="left"> -99.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -79.0%</td> <td valign="top" align="left"> -82.1%</td> <td valign="top" align="left"> -89.8%</td> <td valign="top" align="left"> -96.0%</td> <td valign="top" align="left"> -98.9%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-90%</td> <td valign="top" align="left"> -66.7%</td> <td valign="top" align="left"> -71.6%</td> <td valign="top" align="left"> -83.8%</td> <td valign="top" align="left"> -93.7%</td> <td valign="top" align="left"> -98.3%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -50.3%</td> <td valign="top" align="left"> -57.6%</td> <td valign="top" align="left"> -75.8%</td> <td valign="top" align="left"> -90.5%</td> <td valign="top" align="left"> -97.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -39.6%</td> <td valign="top" align="left"> -65.6%</td> <td valign="top" align="left"> -86.5%</td> <td valign="top" align="left"> -96.4%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -3.0%</td> <td valign="top" align="left"> -17.1%</td> <td valign="top" align="left"> -52.8%</td> <td valign="top" align="left"> -81.5%</td> <td valign="top" align="left"> -95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 29.2%</td> <td valign="top" align="left"> 10.3%</td> <td valign="top" align="left"> -37.1%</td> <td valign="top" align="left"> -75.4%</td> <td valign="top" align="left"> -93.4%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.7%</td> <td valign="top" align="left"> 43.3%</td> <td valign="top" align="left"> -18.4%</td> <td valign="top" align="left"> -68.0%</td> <td valign="top" align="left"> -91.4%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">90%</td> <td valign="top" align="left"> 113.2%</td> <td valign="top" align="left"> 82.1%</td> <td valign="top" align="left"> 3.8%</td> <td valign="top" align="left"> -59.4%</td> <td valign="top" align="left"> -89.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 166.3%</td> <td valign="top" align="left"> 127.5%</td> <td valign="top" align="left"> 29.6%</td> <td valign="top" align="left"> -49.2%</td> <td valign="top" align="left"> -86.3%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">150%</td> <td valign="top" align="left"> 227.5%</td> <td valign="top" align="left"> 179.8%</td> <td valign="top" align="left"> 59.4%</td> <td valign="top" align="left"> -37.6%</td> <td valign="top" align="left"> -83.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">180%</td> <td valign="top" align="left"> 297.5%</td> <td valign="top" align="left"> 239.6%</td> <td valign="top" align="left"> 93.5%</td> <td valign="top" align="left"> -24.2%</td> <td valign="top" align="left"> -79.6%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -60% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -75.8% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 19.15%. The Index&#39;s highest May to May volatility rate during the five-year period was 32.96% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 9.85%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from three times (3x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (3x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra Industrials Important Information About the Fund ProShares Ultra Industrials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Dow Jones U.S. IndustrialsSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 31% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the industrial sector of the U.S. equity market. Component companies include, among others, building materials, heavy construction, factory equipment, heavy machinery, industrial services, pollution control, containers and packaging, industrial diversified, air freight, marine transportation, railroads, trucking, land-transportation equipment, shipbuilding, transportation services, advanced industrial equipment, electric components and equipment, and aerospace. The Index is published under the Bloomberg ticker symbol "DJUSIN."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the capital goods industry group and was focused in the software &amp; services industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.31%. The Index&#39;s highest May to May volatility rate during the five-year period was 36.77% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 8.42%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Industrials Industry Risk &#8212; The risks of investments in the industry include: effects on stock prices by supply and demand both for their specific product or service and for industrials industry products in general; decline in demand for products due to rapid technological developments and frequent new product introduction; effects on securities prices and profitability from government regulation, world events and economic conditions; and risks for environmental damage and product liability claims.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> S&amp;P Midcap 400&#174; Dividend Aristocrats ETF Investment Objective <p>ProShares MidCap 400&#174; Dividend Aristocrats ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&amp;P MidCap 400&#174; Dividend Aristocrats Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 37% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index, constructed and maintained by S&amp;P Dow Jones Indices LLC, targets companies that are currently members of the S&amp;P MidCap 400&#174; Index, have increased dividend payments each year for at least 15 years. The Index contains a minimum of 40 stocks which are equally weighted. No single sector is allowed to comprise more than 30% of the Index weight. If there are fewer than 40 stocks with at least 15 consecutive years of dividend growth or if sector caps are breached, the Index will include companies with shorter dividend growth histories. The Index is reweighted each January, April, July, and October, with an annual reconstitution each January. The Index is published under the Bloomberg ticker symbol "SPDAMCUT". </p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities &#8212; The Fund invests in common stock issued by public companies.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the financials industry group and was focused in the industrials industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> UltraShort Health Care Important Information About the Fund ProShares UltraShort Health Care (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the Dow Jones U.S. Health CareSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the healthcare industry of the U.S. equity market. Component companies include, among others, health care providers, biotechnology companies, medical supplies, advanced medical devices and pharmaceuticals. The Index is published under the Bloomberg ticker symbol "DJUSHC."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the health care equipment &amp; services and pharmaceuticals, biotechnology &amp; life sciences industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 19.20%. The Index&#39;s highest May to May volatility rate during the five-year period was 29.20% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 8.87%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Health Care Industry Risk &#8212; The risks of investments in the industry include: heavy dependence on patent protection, with profitability affected by the expiration of patents; expenses and losses from extensive litigation based on product liability and similar claims; competitive forces that may make it difficult to raise prices and, in fact, may result in price discounting; the long and costly process for obtaining new product approval by the Food and Drug Administration; the difficulty health care providers may have obtaining staff to deliver service; susceptibility to product obsolescence; and thin capitalization and limited product lines, markets and financial resources or personnel. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Large Cap Core Plus Investment Objective <p>ProShares Large Cap Core Plus (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Credit Suisse 130/30 Large Cap Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 57% of the average value of its entire portfolio. </p><p>This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index is designed to replicate an investment strategy that establishes either long or short positions in the stocks of 500 leading large-cap U.S. companies (the "Universe") by applying a rules-based ranking and weighting methodology. The Index intends to provide a representation of a quantitatively constructed "130/30" U.S. large cap equity strategy. This results in the Index having total long exposure of 130% and total short exposure of 30% at each monthly reconstitution date. In determining individual constituents and weightings consideration is given to 50 factors including fundamental data from financial statements, consensus earnings forecasts, market pricing and volume data. These 50 factors are grouped into ten equal-weighted factor composites in the following categories: 1) Traditional Value; 2) Relative Value; 3) Historical Growth; 4) Expected Growth; 5) Profit Trends; 6) Accelerating Sales; 7) Earnings Momentum; 8) Price Momentum; 9) Price Reversal; and 10) Small Size. The Index will have risk characteristics similar to the Universe and will generally rise and fall with the Universe, with the goal, but not the guarantee, of incremental risk-adjusted outperformance as compared to the Universe. The Index is published under the Bloomberg ticker symbol "CS13030." The long portion (i.e., +130) of the Index is published under the Bloomberg ticker symbol "CS130L" and the short portion (i.e., -30) of the Index is published separately under the Bloomberg ticker symbol "CS130S."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in or taking short positions in the equity securities comprising the Index. These derivatives principally include:</li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and focused in the health care and software &amp; services industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain short exposure through financial instruments, or require the Fund to seek short exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the financial instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available financial instruments or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining short exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Long/Short Risk &#8212; The Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund&#39;s long or short positions will produce positive returns and the Fund could lose money if either or both the Fund&#39;s long and short positions produce negative returns. In addition, the Fund may gain enhanced long exposure to certain financial instruments (i.e., obtain investment exposure that exceeds the amount directly invested in those assets, a form of leverage) and, under such circumstances, will lose more money in market environments that are adverse to its long positions than funds that do not employ such leverage. As a result, such investments may give rise to losses that exceed the amount invested in those assets.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> Long Online/Short Stores ETF Investment Objective <p>ProShares Long Online/Short Stores ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the ProShares Long Online/Short Stores Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 89% of the average value of its entire portfolio. The Fund&#39;s portfolio turnover rate is calculated without regard to derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate may be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index is constructed and maintained by Solactive AG. </p><p>The ProShares Long Online/Short Stores Index consists of long positions in the online retailers included in the ProShares Online Retail Index (the "Online Index") and short positions in the "bricks and mortar" retailers included in the Solactive-ProShares Bricks and Mortar Retail Store Index (the "Retail Store Index"). </p><p>The Fund and Index are designed to help investors take advantage of both sides of the retail industry&#39;s transformation by combining full (100%) long exposure to online retailers with a partial (50%) short position to retailers that depend on physical stores. To be "long" means to have exposure to an asset with the expectation that its value will increase over time. To be "short" means to have exposure to an asset with the expectation that it will fall in value. </p><p>Long exposure to online retailers may be attractive to investors who believe the trend of rising online sales will continue. Short exposure may be attractive to investors who believe bricks and mortar stores face threats from ongoing trends, such as the growth of online shopping and markets oversaturated with stores. The Fund and Index have the potential to benefit both from outperforming online companies and underperforming bricks and mortar stores. </p><p>In a long/short portfolio, the long and short positions may offset one another, resulting in a lower net exposure to the direction of the market. For example, the 100% long/50% short structure may allow the Fund and Index to benefit in market environments where both online and store-based retailers are generally rising in value and may provide a buffer in environments where both online and store-based retailers are generally declining. </p><p>The <i>Online Index</i> is designed to measure the performance of publicly traded companies that principally sell online or through other non-store sales channels, such as through mobile or app purchases, rather than through "brick and mortar" store locations ("Online Retailers"). The Online Index includes U.S. and non-U.S. companies. To be included in the Online Index, an online retailer&#39;s securities must be listed on a U.S. stock exchange, must have a minimum market capitalization of $500 million and must meet certain liquidity requirements. Non-U.S. companies may not make up more than 25% of the Online Index. Companies are weighted in the Online Index using a modified market capitalization approach. </p><p>The <i>Retail Store Index</i> seeks to measure the performance of publicly traded "bricks and mortar" retail companies whose retail revenue is derived principally from in-store sales. The Retail Store Index includes only U.S. companies. Companies must derive at least 75% of their retail revenues from in-store sales to be included in the Retail Store Index. In addition, a company&#39;s securities must be listed on a U.S. stock exchange and must meet certain liquidity and market capitalization requirements. The Index is rebalanced monthly to equal weight and reconstituted in June of each year.</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in the component securities of the Online Index. The Fund intends to obtain short exposure to the positions in the Retail Store Index by investing in derivatives.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Depositary Receipts &#8212; The Fund may invest in depositary receipts, which principally include: </li> </ul><ul> <li>American Depositary Receipts (ADRs), which represent the right to receive securities of foreign issuers deposited in a bank or trust company and are an alternative to purchasing the underlying securities in their national markets and currencies</li> </ul><ul> <li>Global Depositary Receipts (GDRs), which are receipts for shares in a foreign-based corporation traded in capital markets around the world. </li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in or taking short positions in the equity securities comprising the Index. These derivatives principally include:</li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the retailing industry group. The Index was also concentrated in the U.S. and focused in China.</p><p>The Index is created and sponsored by ProShare Advisors and is licensed for use by ProShares Trust.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain short exposure through financial instruments, or require the Fund to seek short exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the financial instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available financial instruments or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining short exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Long/Short Risk &#8212; The Fund seeks long exposure to certain factors and short exposure to certain other factors. There is no guarantee that the returns on the Fund&#39;s long or short positions will produce positive returns and the Fund could lose money if either or both the Fund&#39;s long and short positions produce negative returns.</li> </ul><ul> <li>Internet Companies Risk &#8212; Internet companies are subject to rapid changes in technology, worldwide competition, rapid obsolescence of products and services, loss of patent protections, cyclical market patterns, evolving industry standards, frequent new product introductions and the considerable risk of owning small capitalization companies that have recently begun operations. In addition, the stocks of many internet companies have exceptionally high price-to-earnings ratios with little or no earnings histories. Many internet companies have experienced extreme price and volume fluctuations that often have been unrelated to their operating performance.</li> </ul><ul> <li>Online Retail Companies Risk &#8212; Companies that operate in the online marketplace and retail segments are subject to fluctuating consumer demand. Unlike traditional brick and mortar retailers, online marketplaces and retailers must assume shipping costs or pass such costs to consumers. Consumer access to price information for the same or similar products may cause companies that operate in the online marketplace and retail segments to reduce profit margins in order to compete. Due to the nature of their business models, companies that operate in the online marketplace and retail segments may also be subject to heightened cyber security risk, including the risk of theft or damage to vital hardware, software and information systems. The loss or public dissemination of sensitive customer information or other proprietary data may negatively affect the financial performance of such companies to a greater extent than traditional brick and mortar retailers. As a result of such companies being web-based and the fact that they process, store, and transmit large amounts of data, including personal information, for their customers, failure to prevent or mitigate data loss or other security breaches, including breaches of vendors&#39; technology and systems, could expose companies that operate in the online marketplace and retail segments or their customers to a risk of loss or misuse of such information, adversely affect their operating results, result in litigation or potential liability, and otherwise harm their businesses. Investing in Online Retailers may be attractive to investors who believe the trend of rising online sales will continue; however, there is no guarantee this trend will continue. Each of these factors could have a negative impact on the performance of the companies in the Index and the performance of the Fund.</li> </ul><ul> <li>Retailing Industry Risk &#8212; The risks of investments in the industry include: changes in domestic and international economies, consumer confidence, disposable household income and spending, and consumer tastes and preferences; intense competition; changing demographics; marketing and public perception; dependence on third-party suppliers and distribution systems; intellectual property infringement; legislative or regulatory changes and increased government supervision; thin capitalization; dependence on a relatively few number of business days to achieve overall results; and dependence on outside financing, which may be difficult to obtain.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Foreign Investments Risk/Emerging Markets Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. The underlying Retail Store Index is maintained by a third party provider while the underlying Online Index is sponsored by ProShare Advisors. There can be no guarantee or assurance that the methodologies used to identify brick and mortar retail companies or online retailers will achieve their intended result or that the trends the Fund seeks to benefit from will result in positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund.</li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> Short Term USD Emerging Markets Bond ETF Investment Objective <p>ProShares Short Term USD Emerging Markets Bond ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the DBIQ Short Duration Emerging Market Bond^SM&#160;Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 45% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index (is comprised of a diversified portfolio of USD denominated Emerging Market bonds that have less than or equal to five years remaining to maturity ("Short Term USD EM Bonds") that are issued by Emerging Market sovereign governments ("Sovereigns"), non-sovereign government agencies and entities ("Sub-Sovereigns"), and corporations with significant government ownership ("Quasi-Sovereigns"). Those countries qualifying as "Emerging Markets" are determined by the Index Provider. As of July 1, 2020, the EM countries eligible and included are: Bahrain, Brazil, Chile, China, Colombia, Costa Rica, Croatia, Dominican Republic, Egypt, El Salvador, Hungary, India, Indonesia, Kazakhstan, Kenya, Lithuania, Malaysia, Mexico, Mongolia, Nigeria, Oman, Pakistan, Panama, Paraguay, Peru, Philippines, Poland, Qatar, Romania, Russia, Saudi Arabia, South Africa, Sri Lanka, Turkey, Ukraine and the United Arab Emirates. The Index is constructed and maintained by Deutsche Bank AG (the "Index Provider"). The Index is designed to represent the more liquid universe of Short Term USD EM Bonds. The bonds eligible for inclusion in the Index are expected to include those issued by Emerging Market Sovereigns, Sub-Sovereigns and Quasi-Sovereigns that: (1) are fixed rate and (2) have between zero and five years to maturity. Eligible bonds will also have a minimum face amount outstanding of $500 million. Callable, putable, zero coupon, inflation-linked and convertible bonds, among others, will be excluded. The Index includes both investment grade and below investment grade rated (i.e. "high yield") securities and will include bonds, in the aggregate, that have a dollar weighted average years-to-maturity of three years or less. The Index maintains certain issuer weight caps for diversification purposes, including limiting the weights of issuers from any particular country to no more than ten percent (10%) of the Index. The Index is reconstituted and rebalanced on a quarterly basis; cash from maturing issues or coupon payments is reinvested monthly. The Index is published under the Bloomberg ticker symbol "DBEMPRO".</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Debt Instruments &#8212; The Fund invests in U.S. dollar-denominated debt instruments issued by Sovereign, Sub-Sovereign or Quasi-Sovereign issuers deemed to be domiciled in "Emerging Markets" by the Index Provider that are offered for sale in the United States. Because the debt instruments are U.S. dollar-denominated, fluctuations in currency exchange rates will not directly affect the principal or coupons associated with the debt instruments.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in a country or industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. This may be due, in many cases, to the impact of a limited trading market in the component bonds on the calculation of the Index.</li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Foreign Investments/Emerging Markets &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Foreign Sovereign Risk &#8212; The Sovereign securities included in the Index are general obligations of the governments of certain emerging market countries and are guaranteed by the central banks of such countries. Despite this guarantee, sovereign nations have in the past and may in the future default on, restructure or otherwise change the terms of their debt to the detriment of security holders. Various factors may affect a sovereign&#39;s willingness or ability to repay principal and/or interest in accordance with the terms of the debt, including: its reserves; the relative size of the debt burden on the sovereign&#39;s economy as a whole; or political constraints. If a sovereign defaults on, restructures or otherwise changes the terms of a security held by the Fund, such change may have an adverse impact on the Fund&#39;s returns. In addition, if a sovereign defaults on payments of principal and/or interest, the Fund may have limited legal recourse against the sovereign. In the past, certain governments of emerging market countries have declared themselves unable to meet their financial obligations on a timely basis, which has resulted in losses to the holders of such debt. </li> </ul><ul> <li>Foreign Sub-Sovereign and Quasi-Sovereign Risk &#8212; Investments in the debt of Sub-Sovereigns (including agency-issued securities) and Quasi-Sovereigns (i.e., corporations that have significant government ownership) may or may not be issued by or guaranteed as to principal and interest by a governmental authority. Certain foreign government securities may be backed by the issuer&#39;s right to borrow from a central bank or other regional banking entity while others may be backed only by the assets and credit of the issuing foreign entity. If an issuer of Sub-Sovereign or Quasi-Sovereign bonds defaults on payments of principal and/or interest, the Fund may have limited recourse against the issuer.</li> </ul><ul> <li>High Yield Risk &#8212; Investment in or exposure to high yield (lower rated) debt instruments (also known as "junk bonds") may involve greater levels of credit, prepayment, liquidity and valuation risk than for higher rated instruments. High yield debt instruments may be more sensitive to economic changes, political changes, or adverse developments specific to a company than other fixed income instruments. These securities are subject to greater risk of loss, greater sensitivity to economic changes, valuation difficulties, and a potential lack of a secondary or public market for securities. High yield debt instruments are considered speculative with respect to the issuer&#39;s continuing ability to make principal and interest payments and, therefore, such instruments generally involve greater risk of default or price changes than higher rated debt instruments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce market liquidity (liquidity risk). A lack of liquidity could adversely affect the price at which a particular high yield debt instrument may be sold. Less active markets may also diminish the Fund&#39;s ability to obtain accurate market quotations when valuing the portfolio securities and thereby give rise to valuation risk, including causing large fluctuations in the NAV of the Fund&#39;s shares. High yield debt instruments may also present risks based on payment expectations. For example, these instruments may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, a security may be replaced with a lower yielding security. If the issuer of a security is in default with respect to interest or principal payments, the issuer&#39;s security could lose its entire value. Furthermore, the transaction costs associated with the purchase and sale of high yield debt instruments may vary greatly depending upon a number of factors and may adversely affect the Fund&#39;s performance. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield debt instruments generally and new laws and proposed new laws may adversely impact the market for high yield debt instruments.</li> </ul><ul> <li>Credit Risk &#8212; Due to its exposure to debt instruments, the Fund will be subject to credit risk which is the risk that an issuer of debt instruments is unwilling or unable to make timely payments to meet its contractual obligations. When credit risk increases, the price of the debt instruments that comprise the Index will typically decrease. Conversely, when credit risk of the debt instruments decreases, the level of the Index will typically increase. By using sampling techniques, the Fund may be overexposed to certain debt instruments that would adversely affect the Fund upon the markets&#39; perceived view of increased credit risk or upon a downgrade or default of such instruments. During an economic downturn, rates of default tend to increase.</li> </ul><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the Index may underperform other debt instruments that track other markets, segments and sectors. </p><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><ul> <li>Prepayment Risk &#8212; Many types of debt instruments are subject to prepayment risk, which is the risk that the issuer of the security will repay principal (in part or in whole) prior to the maturity date. Debt instruments allowing prepayment may offer less potential for gains during a period of declining interest rates, as the proceeds may be reinvested at lower interest rates.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> Short S&amp;P 500&#174; Important Information About the Fund ProShares Short S&amp;P500&#174; (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the S&amp;P 500&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is published under the Bloomberg ticker symbol "SPX."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the health care industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 19.15%. The Index&#39;s highest May to May volatility rate during the five-year period was 32.96% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 9.85%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra Oil &amp; Gas Important Information About the Fund ProShares Ultra Oil &amp; Gas (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Dow Jones U.S. Oil &amp; GasSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 4% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the oil and gas sector of the U.S. equity market. Component companies typically are engaged in the following activities related to the oil and gas sector, among others, exploration and production, integrated oil and gas, oil equipment and services, pipelines, renewable energy equipment companies and alternative fuel producers. The Index is published under the Bloomberg ticker symbol "DJUSEN."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the energy industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 30.75%. The Index&#39;s highest May to May volatility rate during the five-year period was 52.85% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was -10.81%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Energy Industry Risk &#8212; The risks of investments in the industry include: effects on profitability from changes in worldwide energy prices and exploration, and production spending; adverse effects from changes in exchange rates, government regulation, world events, international conflicts or threat of conflicts and economic conditions; market, economic and political risks of the countries where energy companies are located or do business; the fact that the value of regulated utility debt instruments (and, to a lesser extent, equity securities) tends to have an inverse relationship to the movement of interest rates; and risk for environmental damage claims. The energy industry has recently experienced significant volatility due to dramatic changes in the prices of energy commodities, and it is possible that such volatility will continue in the future. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. Contemporaneous with the onset of the COVID-19 pandemic in the U.S., crude oil markets experienced shocks to the supply of and demand for crude oil. This led to an oversupply of crude oil, which impacted the price of crude oil and issuers in related markets. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> MSCI Emerging Markets Dividend Growers ETF Investment Objective <p>ProShares MSCI Emerging Markets Dividend Growers ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the MSCI Emerging Markets Dividend Masters Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 51% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index, constructed and maintained by MSCI, targets companies that are currently members of the MSCI Emerging Markets Index ("MSCI Emerging Markets") and have increased dividend payments each year for at least 7 years. The Index contains a minimum of 40 stocks, which are equally weighted. Generally, no single sector is allowed to comprise more than 30% of the Index weight, and no single country is allowed to comprise more than 50% of the Index weight. If there are fewer than 40 stocks with at least 7 consecutive years of dividend growth, or if sector or country caps are breached, the Index will include companies with shorter dividend growth histories. The Index is rebalanced each February, May, August and November, with an annual reconstitution during the November rebalance. In order to be included in the Index, companies must first qualify for inclusion in MSCI Emerging Markets. MSCI Emerging Markets covers approximately 85% of the free float-adjusted market capitalization in each country included in MSCI Emerging Markets. MSCI determines whether a country is an "emerging market" country based on three criteria: economic development within the country (based on gross national income), size and liquidity (i.e., number of companies meeting certain size and liquidity standards in a given market) and market accessibility criteria (reflecting institutional investors&#39; experiences in investing in a given market). As of June 30, 2020, MSCI Emerging Markets included companies from: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. The Index is published under the Bloomberg ticker symbol "M1EMDMAR."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities &#8212; The Fund invests in the equity securities of companies domiciled in emerging market countries.</li> </ul><ul> <li>Depositary Receipts &#8212; The Fund may invest in depositary receipts, which principally include: </li> </ul><ul> <li>American Depositary Receipts (ADRs), which represent the right to receive securities of foreign issuers deposited in a bank or trust company and are an alternative to purchasing the underlying securities in their national markets and currencies</li> </ul><ul> <li>Global Depositary Receipts (GDRs), which are receipts for shares in a foreign-based corporation traded in capital markets around the world. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the financials, consumer staples and real estate industry groups. The Index was also concentrated in China and was focused in India.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Foreign Investments/Emerging Market Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><p>In certain "restricted market" countries (which limit the ability of non-nationals to transact in those countries&#39; currencies), the Fund will be limited in its ability to use multiple dealers to obtain exchange rates. This may result in potentially higher costs for the Funds, and increased correlation risk. Further limitations on dealers may cause delays in execution, which may also increase correlation risk.</p><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> Investment Grade &#8212; Interest Rate Hedged Investment Objective <p>ProShares Investment Grade&#160;&#8212; Interest Rate Hedged (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE Corporate Investment Grade (Treasury Rate-Hedged) Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 21% of the average value of its entire portfolio. </p><p>This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index is comprised of (a) long positions in USD-denominated investment grade corporate bonds issued by both U.S. and foreign domiciled companies; and (b) short positions in U.S. Treasury notes or bonds ("Treasury Securities") of, in aggregate, approximate equivalent duration to the investment grade bonds. The Index is constructed and maintained by FTSE International Limited. By taking short Treasury Security positions the Index seeks to mitigate the negative impact of rising Treasury interest rates ("interest rates") on the performance of investment grade bonds (conversely limiting the positive impact of falling interest rates). The short positions are not intended to mitigate other factors influencing the price of investment grade bonds, such as credit risk, which may have a greater impact than rising or falling interest rates. The long investment grade bond positions included in the Index are designed to represent the more liquid universe of investment grade bonds offered within the United States. </p><p>Currently, the bonds eligible for inclusion in the Index include all investment grade bonds that are issued by U.S. and internationally domiciled companies that: are fixed rate; have a minimum rating of Baa3/BBB- by both Moody&#39;s Investors Service, Inc. ("Moody&#39;s") and Standard and Poor&#39;s Financial Services, LLC ("S&amp;P"); have a minimum face amount outstanding of $1 billion; and have at least five and a half (5.5) years until maturity. The Index is reconstituted and rebalanced (including a reset of the interest rate hedge) on a monthly basis. </p><p>Relative to a long-only investment in the same investment grade bonds, the Index may outperform in a rising interest rate environment and underperform in a falling or static interest rate environment. Performance of the Index could be particularly poor if investment grade credit deteriorates at the same time that Treasury interest rates fall. In addition, the performance of the Index, and by extension the Fund, depends on many factors beyond rising or falling interest rates, such as the perceived level of credit risk in the investment grade bond positions. These factors may be as or more important to the performance of the Index than the impact of interest rates. As such, there is no guarantee that the Index, and accordingly, the Fund, will have positive performance even in environments of sharply rising interest rates in which the short positions might be expected to mitigate the effect of such rises. The Index is published under the Bloomberg ticker symbol "CFIIIGHG."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities (i.e., securities of the Index) and invest at least 80% of its total assets in investment grade bonds.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Debt Instruments &#8212; The Fund invests in debt instruments, primarily investment grade bonds, that are issued by corporate issuers that are rated "investment-grade" by both Moody&#39;s and S&amp;P. Credit rating agencies evaluate issuers and assign ratings based on their opinions of the issuer&#39;s ability to pay interest and principal as scheduled. The bonds invested in by the Fund may include USD-denominated bonds issued by foreign-domiciled companies that are offered for sale in the United States.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund primarily invests in derivatives as a substitute for obtaining short exposure in Treasury Securities but may also do so to a limited extent to obtain investment grade bond exposure. These derivatives principally include:</li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><p>The Fund will use futures contracts to obtain short exposure to U.S. Treasury Securities.</p><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p>In seeking to match the general credit profile of the Index, ProShare Advisors will rely solely on credit ratings provided by Moody&#39;s and S&amp;P. To the extent the Fund is overweight in a security that is perceived by the markets to have increased credit risk, the Fund&#39;s performance will be adversely affected.</p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index&#39;s long exposure was concentrated in the financials and industrials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. This may be due, in many cases, to the impact of a limited trading market in the component bonds on the calculation of the Index.</li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain short exposure through financial instruments, or require the Fund to seek short exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the financial instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available financial instruments or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining short exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Long/Short Risk &#8212; The Fund seeks long exposure to certain factors and short exposure to certain other factors. There is no guarantee that the returns on the Fund&#39;s long or short positions will produce positive returns and the Fund could lose money if either or both the Fund&#39;s long and short positions produce negative returns.</li> </ul><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the Index may underperform other debt instruments that track other markets, segments and sectors. </p><ul> <li>Credit Risk &#8212; Due to its exposure to debt instruments, the Fund will be subject to credit risk which is the risk that an issuer of debt instruments is unwilling or unable to make timely payments to meet its contractual obligations. When credit risk increases, the price of the debt instruments that comprise the Index will typically decrease. Conversely, when credit risk of the debt instruments decreases, the level of the Index will typically increase. By using sampling techniques, the Fund may be overexposed to certain debt instruments that would adversely affect the Fund upon the markets&#39; perceived view of increased credit risk or upon a downgrade or default of such instruments. During an economic downturn, rates of default tend to increase.</li> </ul><p> <b>The hedging methodology of the Index does not seek to mitigate credit risk.</b> </p><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><ul> <li>The Fund seeks to mitigate this risk by taking short positions in U.S. Treasury Securities; such short positions should increase in value in rising interest rate environments and should decrease in value in falling interest rate environments, thereby mitigating gains and losses in the Fund&#39;s investment positions arising from changing Treasury interest rates. The Fund does not attempt to mitigate credit risk or other factors which may have a greater influence on its investments than interest rate risk. Such other factors may impact debt instrument prices in an opposite way than interest rates making it difficult to directly observe the impact of changes in interest rates on debt instruments. When interest rates fall, an unhedged investment in the same debt instrument will outperform the Fund. Because the duration hedge is reset on a monthly basis, interest rate risk can develop intra-month. Furthermore, while the Fund is designed to hedge the interest rate exposure of the long bond positions, it is possible that a degree of exposure may remain even at the time of rebalance.</li> </ul><ul> <li>Prepayment Risk &#8212; Many types of debt instruments are subject to prepayment risk, which is the risk that the issuer of the security will repay principal (in part or in whole) prior to the maturity date. Debt instruments allowing prepayment may offer less potential for gains during a period of declining interest rates, as the proceeds may be reinvested at lower interest rates.</li> </ul><ul> <li>Hedging Risk &#8212; The Index seeks to mitigate the potential negative impact of rising Treasury interest rates on the performance of investment grade bonds. The short positions in Treasury Securities are not intended to mitigate credit risk or other factors influencing the price of investment grade bonds, which may have a greater impact than rising or falling interest rates. There is no guarantee that the short positions will completely eliminate the interest rate risk of the long investment grade bond positions. The hedge cannot fully account for changes in the shape of the Treasury interest rate (yield) curve. Because the duration hedge is reset on a monthly basis, interest rate risk can develop intra-month that is not addressed by the hedge. The Fund could lose money if either or both the Fund&#39;s long and short positions produce negative returns.</li> </ul><ul> <li>When interest rates fall, an unhedged investment in the same investment grade bonds will outperform the Fund. Performance of the Fund could be particularly poor if investment grade credit deteriorates at the same time that interest rates fall. Furthermore, when interest rates remain unchanged, an investment in the Fund will underperform a long-only investment in the same investment grade bonds due to the ongoing costs associated with short exposure to Treasury securities or other factors.</li> </ul><ul> <li>There is no guarantee the Fund will have positive returns, even in environments of sharply rising Treasury interest rates in which the Fund&#39;s short positions might be expected to mitigate the effects of such rises.</li> </ul><ul> <li>Foreign Investments Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> Hedge Replication ETF Investment Objective <p>ProShares Hedge Replication ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Merrill Lynch Factor Model&#174;&#160;&#8212; Exchange Series (the "Benchmark").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 89% of the average value of its entire portfolio. </p><p>This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Benchmark, sponsored by Merrill Lynch International (the "Model Sponsor"), seeks to provide the risk and return characteristics of the hedge fund asset class by targeting a high correlation to the HFRI Fund Weighted Composite Index (the "HFRI"). The HFRI is designed to reflect hedge fund industry performance through an equally weighted composite of over 2000 constituent funds. In seeking to maintain a high correlation with the HFRI, the Benchmark utilizes a systematic model to establish, each month, weighted long or short (or, in certain cases, long or flat) positions in six underlying factors ("Factors"). The Factors that comprise the Benchmark are (1) the S&amp;P 500 Total Return Index, (2) the MSCI EAFE US Dollar Net Total Return Index, (3) the MSCI Emerging Markets US Dollar Net Total Return Index, (4) the Russell 2000 Total Return Index, (5) three-month U.S. Treasury Bills, and (6) the ProShares UltraShort Euro ETF. The Benchmark is not comprised of, and the Fund does not invest in, any hedge fund or group of hedge funds. It is expected that, at any given point in time, the Fund will be substantially invested in three month U.S. Treasury Bills, which is one of the Factors, or other short-term debt instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles in order to gain exposure to the three month U.S. Treasury Bill rate. The Benchmark is published under the Bloomberg ticker symbol "MLEIFCTX."</p><p>Because the levels of certain Factors of the Benchmark are not determined at the same time that the Fund&#39;s net asset value ("NAV") is calculated, correlation to the Benchmark is measured by comparing a combination of the daily total return of: (a) the Factors that are determined at the same time that the Fund&#39;s NAV is determined; and (b) one or more U.S. exchange-traded securities or financial instruments that reflect the values of the Factors that are not determined at the same time that the Fund&#39;s NAV is determined (as of the Fund&#39;s NAV calculation time), to the daily total return of the NAV per share of the Fund. </p><p>For a further description of the Benchmark, please see "Additional Information on Certain Underlying Indexes" in the Fund&#39;s Prospectus. </p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in or making short sales of the securities underlying the Benchmark. The Fund may seek short exposure in an attempt to produce positive returns from a decline in the price of the Benchmark or securities underlying the Benchmark. These derivatives principally include:</li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><ul> <li>Depositary Receipts &#8212; The Fund may invest in depositary receipts, which principally include: </li> </ul><ul> <li>American Depositary Receipts (ADRs), which represent the right to receive securities of foreign issuers deposited in a bank or trust company and are an alternative to purchasing the underlying securities in their national markets and currencies</li> </ul><ul> <li>Global Depositary Receipts (GDRs), which are receipts for shares in a foreign-based corporation traded in capital markets around the world. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Benchmark or to securities not contained in the Benchmark or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Benchmark. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Benchmark without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Benchmark is so concentrated or focused. </p><p>As of May 31, 2020, the Benchmark was not concentrated in an industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Benchmark) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps, futures and forwards on the Benchmark or an underlying Factor and swaps, futures and forwards on an ETF that is designed to track the performance of an underlying Factor. The performance of an ETF may not track the performance of the Benchmark or an underlying Factor due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps, futures and forwards that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Benchmark or an underlying Factor as it would if the Fund only used swaps, futures and forwards on the Benchmark or an underlying Factor.</p><p>Moreover, with respect to the use of swap agreements, if the Benchmark or underlying factor has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Benchmark or an underlying Factor reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Benchmark, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Benchmark include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the Factors in the Benchmark or the securities comprising these Factors, or its weighting of investment exposure to Factors may be different from that of the Benchmark. In addition, the Fund may invest in securities not included in the Benchmark. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Benchmark. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Benchmark reconstitutions and Benchmark rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Benchmark on such day. Furthermore, the Fund&#39;s currency holdings may be valued at a different time than the level of the Benchmark. Any of these factors could decrease correlation between the performance of the Fund and the Benchmark and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain short exposure through financial instruments, or require the Fund to seek short exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the financial instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available financial instruments or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining short exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Long/Short Risk &#8212; The Fund seeks long exposure to certain factors and short exposure to certain other factors. There is no guarantee that the returns on the Fund&#39;s long or short positions will produce positive returns and the Fund could lose money if either or both the Fund&#39;s long and short positions produce negative returns.</li> </ul><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the Benchmark may underperform other debt instruments that track other markets, segments and sectors. </p><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Benchmark 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. </li> </ul><ul> <li>U.S. Treasury Market Risk &#8212; The U.S. Treasury market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury obligations to decline. </li> </ul><ul> <li>Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Foreign Investments/Emerging Market Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Benchmark may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Benchmark Performance Risk &#8212; There can be no guarantee or assurance that the methodology used to create the Benchmark will result in the Fund achieving positive returns. The Benchmark may underperform more traditional indices. The Fund could lose value while the levels of other indices or measures of market performance increase. The Benchmark does not in any way represent a managed hedge fund or group of hedge funds, and there is no guarantee that it will achieve returns correlated with any hedge fund, group of hedge funds, or the HFRI. Neither ProShare Advisors nor the Model Sponsor has any control over the composition or compilation of the HFRI, and there is no guarantee that the HFRI will continue to be produced.</li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Benchmark. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> UltraPro Short Russell2000 Important Information About the Fund ProShares UltraPro Short Russell2000 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the return of the Russell 2000&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-3x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-3x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by FTSE Russell. The Index is a measure of small-cap U.S. stock market performance. It is a float adjusted, market capitalization-weighted index containing approximately 2000 of the smallest companies in the Russell 3000^&#174; Index or approximately 10% of the total market capitalization of the Russell 3000^&#174; Index, which in turn represents approximately 98% of the investable U.S. equity market. The Index is published under the Bloomberg ticker symbol "RTY."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-3x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of three times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from three times the inverse (-3x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the health care, information technology, industrials and financials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of three times the inverse (-3x) the Index, a single day movement in the Index approaching 33% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from three times the inverse (-3x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than three times the inverse (-3x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Three Times<br />the Inverse<br />(-3x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">180%</td> <td valign="top" align="left">1371.5%</td> <td valign="top" align="left">973.9%</td> <td valign="top" align="left">248.6%</td> <td valign="top" align="left">-46.5%</td> <td valign="top" align="left">-96.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">150%</td> <td valign="top" align="left">653.4%</td> <td valign="top" align="left">449.8%</td> <td valign="top" align="left">78.5%</td> <td valign="top" align="left">-72.6%</td> <td valign="top" align="left">-98.0%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">336.0%</td> <td valign="top" align="left">218.2%</td> <td valign="top" align="left">3.3%</td> <td valign="top" align="left">-84.2%</td> <td valign="top" align="left">-98.9%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">90%</td> <td valign="top" align="left">174.6%</td> <td valign="top" align="left">100.4%</td> <td valign="top" align="left">-34.9%</td> <td valign="top" align="left">-90.0%</td> <td valign="top" align="left">-99.3%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">83.9%</td> <td valign="top" align="left">34.2%</td> <td valign="top" align="left">-56.4%</td> <td valign="top" align="left">-93.3%</td> <td valign="top" align="left">-99.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left">29.2%</td> <td valign="top" align="left">-5.7%</td> <td valign="top" align="left">-69.4%</td> <td valign="top" align="left">-95.3%</td> <td valign="top" align="left">-99.7%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-5.8%</td> <td valign="top" align="left">-31.3%</td> <td valign="top" align="left">-77.7%</td> <td valign="top" align="left">-96.6%</td> <td valign="top" align="left">-99.8%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-29.2%</td> <td valign="top" align="left">-48.4%</td> <td valign="top" align="left">-83.2%</td> <td valign="top" align="left">-97.4%</td> <td valign="top" align="left">-99.8%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-45.5%</td> <td valign="top" align="left">-60.2%</td> <td valign="top" align="left">-87.1%</td> <td valign="top" align="left">-98.0%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-90%</td> <td valign="top" align="left">-57.1%</td> <td valign="top" align="left">-68.7%</td> <td valign="top" align="left">-89.8%</td> <td valign="top" align="left">-98.4%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-65.7%</td> <td valign="top" align="left">-75.0%</td> <td valign="top" align="left">-91.9%</td> <td valign="top" align="left">-98.8%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-150%</td> <td valign="top" align="left">-72.1%</td> <td valign="top" align="left">-79.6%</td> <td valign="top" align="left">-93.4%</td> <td valign="top" align="left">-99.0%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-180%</td> <td valign="top" align="left">-77.0%</td> <td valign="top" align="left">-83.2%</td> <td valign="top" align="left">-94.6%</td> <td valign="top" align="left">-99.2%</td> <td valign="top" align="left">-99.9%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -60% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -87.10% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 23.36%. The Index&#39;s highest May to May volatility rate during the five-year period was 40.19% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 3.72%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from three times the inverse (-3x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-3x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> MSCI Europe Dividend Growers ETF Investment Objective <p>ProShares MSCI Europe Dividend Growers ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the MSCI Europe Dividend Masters Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 92% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index, constructed and maintained by MSCI, targets companies that are currently members of the MSCI Europe Index ("MSCI Europe") and have increased dividend payments each year for at least 10 years. The Index contains a minimum of 25 stocks, which are equally weighted. Generally, no single sector is allowed to comprise more than 30% of the Index&#39;s weight, and no single country is allowed to comprise more than 50% of the Index&#39;s weight. If there are fewer than 25 stocks with at least 10 consecutive years of dividend growth, or if sector or country caps are breached, the Index will include companies with shorter dividend growth histories. The Index is rebalanced each February, May, August and November, with an annual reconstitution during the November rebalance. In order to be included in the Index, companies must first qualify for inclusion in MSCI Europe. MSCI Europe is a free float adjusted, market capitalization-weighted index that is designed to measure the equity market performance of the developed markets in Europe. MSCI determines whether a country is a "developed market" country based on three criteria: economic development within the country (based on gross national income), size and liquidity (i.e., number of companies meeting certain size and liquidity standards in a given market) and market accessibility criteria (reflecting institutional investors&#39; experiences in investing in a given market). As of June 30, 2020, MSCI Europe consisted of companies from: Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom. The Index is published under the Bloomberg ticker symbol "MXCXEDMR."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities &#8212; The Fund invests in the equity securities of companies domiciled in European developed market countries.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the health care and industrials industry groups. The Index was also concentrated in the United Kingdom and was focused in France.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>European Investments Risk &#8212; Many countries are members of the European Union (the "EU") and all European countries may be significantly affected by EU policies and may be highly dependent on the economies of their fellow members. The European financial markets have experienced significant volatility and several European countries have been adversely affected by unemployment, budget deficits and economic downturns. In addition, several European countries have experienced credit rating downgrades, rising government debt levels and, for certain European countries (including Spain, Portugal, Ireland and Italy), weaknesses in sovereign debt. These events, along with decreasing imports or exports, changes in governmental or EU regulations on trade, the default or threat of default by a European country on its sovereign debt, an economic recession in a European country, or the threat of a European country to leave the EU may have a significant adverse effect on the affected European country, issuers in the affected European country, the economies of other European countries, or their trading partners. Such events, or even the threat of these events, may cause the value of securities issued by issuers in such European countries to fall, in some cases drastically. These events may also cause further volatility in the European financial markets. To the extent that the Fund&#39;s assets are exposed to investments from issuers in European countries or denominated in euro, their trading partners, or other European countries, these events may negatively impact the performance of the Fund. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Foreign Investments Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> UltraPro Short MidCap400 Important Information About the Fund ProShares UltraPro Short MidCap400 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the return of the S&amp;P MidCap 400&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-3x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-3x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is published under the Bloomberg ticker symbol "MID."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-3x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of three times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from three times the inverse (-3x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the information technology and industrials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of three times the inverse (-3x) the Index, a single day movement in the Index approaching 33% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from three times the inverse (-3x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than three times the inverse (-3x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Three Times<br />the Inverse<br />(-3x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">180%</td> <td valign="top" align="left">1371.5%</td> <td valign="top" align="left">973.9%</td> <td valign="top" align="left">248.6%</td> <td valign="top" align="left">-46.5%</td> <td valign="top" align="left">-96.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">150%</td> <td valign="top" align="left">653.4%</td> <td valign="top" align="left">449.8%</td> <td valign="top" align="left">78.5%</td> <td valign="top" align="left">-72.6%</td> <td valign="top" align="left">-98.0%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">336.0%</td> <td valign="top" align="left">218.2%</td> <td valign="top" align="left">3.3%</td> <td valign="top" align="left">-84.2%</td> <td valign="top" align="left">-98.9%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">90%</td> <td valign="top" align="left">174.6%</td> <td valign="top" align="left">100.4%</td> <td valign="top" align="left">-34.9%</td> <td valign="top" align="left">-90.0%</td> <td valign="top" align="left">-99.3%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">83.9%</td> <td valign="top" align="left">34.2%</td> <td valign="top" align="left">-56.4%</td> <td valign="top" align="left">-93.3%</td> <td valign="top" align="left">-99.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left">29.2%</td> <td valign="top" align="left">-5.7%</td> <td valign="top" align="left">-69.4%</td> <td valign="top" align="left">-95.3%</td> <td valign="top" align="left">-99.7%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-5.8%</td> <td valign="top" align="left">-31.3%</td> <td valign="top" align="left">-77.7%</td> <td valign="top" align="left">-96.6%</td> <td valign="top" align="left">-99.8%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-29.2%</td> <td valign="top" align="left">-48.4%</td> <td valign="top" align="left">-83.2%</td> <td valign="top" align="left">-97.4%</td> <td valign="top" align="left">-99.8%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-45.5%</td> <td valign="top" align="left">-60.2%</td> <td valign="top" align="left">-87.1%</td> <td valign="top" align="left">-98.0%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-90%</td> <td valign="top" align="left">-57.1%</td> <td valign="top" align="left">-68.7%</td> <td valign="top" align="left">-89.8%</td> <td valign="top" align="left">-98.4%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-65.7%</td> <td valign="top" align="left">-75.0%</td> <td valign="top" align="left">-91.9%</td> <td valign="top" align="left">-98.8%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-150%</td> <td valign="top" align="left">-72.1%</td> <td valign="top" align="left">-79.6%</td> <td valign="top" align="left">-93.4%</td> <td valign="top" align="left">-99.0%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-180%</td> <td valign="top" align="left">-77.0%</td> <td valign="top" align="left">-83.2%</td> <td valign="top" align="left">-94.6%</td> <td valign="top" align="left">-99.2%</td> <td valign="top" align="left">-99.9%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -60% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -87.10% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.65%. The Index&#39;s highest May to May volatility rate during the five-year period was 38.74% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 4.67%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from three times the inverse (-3x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-3x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra Consumer Goods Important Information About the Fund ProShares Ultra Consumer Goods (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Dow Jones U.S. Consumer GoodsSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 23% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the stock performance of certain U.S. companies in the consumer goods industry of the U.S. equity market. Component companies include, among others, automobiles and auto parts and tires, brewers and distillers, farming and fishing, durable and non-durable household product manufacturers, cosmetic companies, food and tobacco products, clothing, accessories and footwear The Index is published under the Bloomberg ticker symbol "DJUSNC."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the food, beverage &amp; tobacco industry group and was focused in the household &amp; personal products industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 17.19%. The Index&#39;s highest May to May volatility rate during the five-year period was 29.63% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 6.07%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Consumer Goods Industry Risk &#8212; The Fund is subject to risks faced by companies in the consumer goods industry, including: the fact that securities prices and profitability may be affected by competition and consumer confidence; heavy dependence on disposable household income and consumer spending; severe competition; and changes in demographics and consumer tastes, which can affect the success of consumer products. Many consumer goods are sold internationally, and companies that sell such products may be affected by market conditions in other countries and regions.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra Russell2000 Important Information About the Fund ProShares Ultra Russell2000 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Russell 2000&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 73% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by FTSE Russell. The Index is a measure of small-cap U.S. stock market performance. It is a float adjusted, market capitalization-weighted index containing approximately 2000 of the smallest companies in the Russell 3000^&#174; Index or approximately 10% of the total market capitalization of the Russell 3000^&#174; Index, which in turn represents approximately 98% of the investable U.S. equity market. The Index is published under the Bloomberg ticker symbol "RTY."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the health care, information technology, industrials and financials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 23.36%. The Index&#39;s highest May to May volatility rate during the five-year period was 40.19% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 3.72%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Russell 2000 Dividend Growers ETF Investment Objective <p>ProShares Russell 2000 Dividend Growers ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Russell 2000&#174; Dividend Growth Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 33% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index, constructed and maintained by FTSE International Limited, targets companies that are currently members of the Russell 2000 Index, have increased dividend payments each year for at least 10 consecutive years and meet certain market capitalization and liquidity requirements (collectively, the "Initial Index Requirements"). The Index contains a minimum of 40 stocks, which are equally weighted. No single sector is allowed to comprise more than 30% of the Index weight. The Index includes all companies meeting the Initial Index Requirements, unless, as described below, sector caps are breached. If there are fewer than 40 stocks with at least 10 consecutive years of dividend growth, the Index will include companies with shorter dividend growth histories. If sector caps are breached, then companies in the applicable sector are removed beginning with companies with the lowest yield, and progressively moving to companies with higher yields, as necessary until the Index complies with its rules. Only the top 80% of Russell 2000 constituents, based on 20-day average daily dollar traded volume, are eligible for inclusion in the index. The Index is rebalanced each March, June, September and December with an annual reconstitution during the June rebalance. The Index is published under the Bloomberg ticker symbol "R2DIVGRO."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities &#8212; The Fund invests in common stock issued by public companies.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the utilities and industrials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> UltraShort MSCI EAFE Important Information About the Fund ProShares UltraShort MSCI EAFE (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the MSCI EAFE Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted, market capitalization in each industry group in developed market countries, excluding the U.S. and Canada. As of June 20, 2020, the Index consisted of the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The Index is published under the Bloomberg ticker symbol "MXEA."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the financials industry group. The Index was also concentrated in Japan.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 14.91%. The Index&#39;s highest May to May volatility rate during the five-year period was 21.59% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 0.79%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Exposure to Foreign Investments Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraPro Short 20+ Year Treasury Important Information About the Fund ProShares UltraPro Short 20+ Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the return of the ICE U.S. Treasury 20+ Year Bond Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-3x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-3x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by ICE Data Indices, LLC ("IDI"). The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity greater than or equal to twenty years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month. The Index is published under the Bloomberg ticker symbol "IDCOT20."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting debt in order to seek returns for a single day that are inverse leveraged (-3x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of three times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from three times the inverse (-3x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of three times the inverse (-3x) the Index, a single day movement in the Index approaching 33% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from three times the inverse (-3x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no Fund expenses; and (b) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than three times the inverse (-3x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Three Times<br />the Inverse<br />(-3x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">180%</td> <td valign="top" align="left">1371.5%</td> <td valign="top" align="left">973.9%</td> <td valign="top" align="left">248.6%</td> <td valign="top" align="left">-46.5%</td> <td valign="top" align="left">-96.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">150%</td> <td valign="top" align="left">653.4%</td> <td valign="top" align="left">449.8%</td> <td valign="top" align="left">78.5%</td> <td valign="top" align="left">-72.6%</td> <td valign="top" align="left">-98.0%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">336.0%</td> <td valign="top" align="left">218.2%</td> <td valign="top" align="left">3.3%</td> <td valign="top" align="left">-84.2%</td> <td valign="top" align="left">-98.9%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">90%</td> <td valign="top" align="left">174.6%</td> <td valign="top" align="left">100.4%</td> <td valign="top" align="left">-34.9%</td> <td valign="top" align="left">-90.0%</td> <td valign="top" align="left">-99.3%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">83.9%</td> <td valign="top" align="left">34.2%</td> <td valign="top" align="left">-56.4%</td> <td valign="top" align="left">-93.3%</td> <td valign="top" align="left">-99.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left">29.2%</td> <td valign="top" align="left">-5.7%</td> <td valign="top" align="left">-69.4%</td> <td valign="top" align="left">-95.3%</td> <td valign="top" align="left">-99.7%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-5.8%</td> <td valign="top" align="left">-31.3%</td> <td valign="top" align="left">-77.7%</td> <td valign="top" align="left">-96.6%</td> <td valign="top" align="left">-99.8%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-29.2%</td> <td valign="top" align="left">-48.4%</td> <td valign="top" align="left">-83.2%</td> <td valign="top" align="left">-97.4%</td> <td valign="top" align="left">-99.8%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-45.5%</td> <td valign="top" align="left">-60.2%</td> <td valign="top" align="left">-87.1%</td> <td valign="top" align="left">-98.0%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-90%</td> <td valign="top" align="left">-57.1%</td> <td valign="top" align="left">-68.7%</td> <td valign="top" align="left">-89.8%</td> <td valign="top" align="left">-98.4%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-65.7%</td> <td valign="top" align="left">-75.0%</td> <td valign="top" align="left">-91.9%</td> <td valign="top" align="left">-98.8%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-150%</td> <td valign="top" align="left">-72.1%</td> <td valign="top" align="left">-79.6%</td> <td valign="top" align="left">-93.4%</td> <td valign="top" align="left">-99.0%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-180%</td> <td valign="top" align="left">-77.0%</td> <td valign="top" align="left">-83.2%</td> <td valign="top" align="left">-94.6%</td> <td valign="top" align="left">-99.2%</td> <td valign="top" align="left">-99.9%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -60% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -87.10% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><p>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 13.91%. The Index&#39;s highest May to May volatility rate during the five-year period was 21.17% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 8.54%. </p><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from three times the inverse (-3x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-3x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the Index may underperform other debt instruments that track other markets, segments and sectors. </p><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><p>As a fund seeking daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the daily return of the Index, the Fund&#39;s performance will generally be more favorable when interest rates rise and less favorable when interest rates decline.</p><ul> <li>U.S. Treasury Market Risk &#8212; The U.S. Treasury market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury obligations to decline. </li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><p>This risk may be particularly acute if the Index is comprised of a small number of securities. </p><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Pet Care ETF Investment Objective <p>ProShares Pet Care ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FactSet Pet Care Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 66% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index consists of U.S. and non-U.S. companies that potentially stand to benefit from interest in, and resources spent on, pet ownership. The Fund intends to hold each security in approximately the same proportion as its weighting in the Index. </p><p>The Index consists primarily of companies whose principal business is pet-care related (i.e., they derive significant revenue from pet care-related products or services), as determined in accordance with the Index methodology. The Index is owned and administered by FactSet Research Systems, Inc. (the "Index Provider"). In order to be included in the Index, a company must be included in at least one of eight FactSet&#174; Revere Business Industry Classification System sub-industries ("RBICS sub-industries"). The eight RBICS sub-industries are Pet Food Manufacturing, Pet Supplies Manufacturing, Pet and Pet Supply Stores, Veterinary Pharmaceuticals, Veterinary Diagnostics, Veterinary Product Distributors, Veterinary Services, and Internet Pet and Supply Retail. The Index also may include companies whose principal business is pet care-related, but for which an appropriate RBICS sub-industry has not yet been created. For example, the Index may include insurance companies that provide coverage for pets. Pet insurance currently is not an RBICS sub-industry. The Index will include a minimum of 21 companies. In order to be included in the Index, a company&#39;s shares must be listed for trading on a U.S. or non-U.S. stock exchange and must meet certain market capitalization, liquidity and other requirements. </p><p>The Index classifies companies into one of two tiers based on revenue generated from pet care-related products or services. Companies generating 50% or more of their revenue from pet care-related products or services comprise Tier 1; companies generating $1 billion or greater in revenue from pet care-related products or services, but less than 50% of their revenue from such products or services comprise Tier 2. 82.5% of the Index weight is allocated to Tier 1 companies and 17.5% to Tier 2 companies. The percentage weight of companies in each Tier is based on their respective float adjusted market capitalizations. Larger companies are more heavily weighted, and the weight of any single company is capped at 10% for Tier 1 and 4.5% for Tier 2. The percentage of the Index allocated to Tier 1 and Tier 2 (i.e., 82.5% and 17.5%), along with the percentage weight and capped amount of each company within its respective Tier, is set at the annual index reconstitution and as of each monthly rebalance date. These percentages are allowed to fluctuate between monthly rebalance dates and may be higher or lower than the indicated amounts until they are reset at the next Index rebalance date. The Index is published under the Bloomberg ticker symbol "PETCARE."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities &#8212; The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Depositary Receipts &#8212; The Fund may invest in depositary receipts, which principally include: </li> </ul><ul> <li>American Depositary Receipts (ADRs), which represent the right to receive securities of foreign issuers deposited in a bank or trust company and are an alternative to purchasing the underlying securities in their national markets and currencies</li> </ul><ul> <li>Global Depositary Receipts (GDRs), which are receipts for shares in a foreign-based corporation traded in capital markets around the world. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the health care industry group and was focused in the consumer discretionary and consumer staples industry groups. The Index was also concentrated in the U.S. and Europe and focused in the United Kingdom.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Pet Care Industry Risk &#8212; The Fund is subject to the risks faced by companies in the pet care industry. Although the pet care industry has historically been resilient to economic downturns, this trend may not continue or may reverse. Future growth of the pet care industry, if any, is largely dependent upon increases in pet ownership and the dollar amount spent on pets and pet-related products and services. Declines in pet ownership or the level of spending on pet related products or services may have a negative impact on the performance of the companies in the Index, and therefore, the performance of the Fund. Levels of disposable household income and spending for pet related products and services will fluctuate due to, among other things, economic conditions, limitations on discretionary spending, and consumer preferences. Some companies in the pet care industry are smaller, independent producers and retailers. Smaller companies face intense competition from larger companies that may have more significant resources and have well established suppliers and distribution channels. A number of companies in the pet care industry are not publicly listed for trading and their performance is not reflected in the Index. Pet care industry manufacturers, such as providers of food, medicine and other products and services, are also facing increased regulatory scrutiny and products liability risk as the U.S. and some international regulatory regimes focus on pet food and product safety. Many well-known pet brands and pet care-related businesses are offered by companies that are owned by, or sub-divisions of, large corporate entities. These companies may be substantially exposed to other industries or sectors of the economy and, therefore, the Index and Fund may be adversely affected by negative developments impacting these companies, industries or sectors. If a company no longer meets the criteria for inclusion in the Index, the Fund may need to reduce or eliminate its holdings of that company and increase its holdings of other companies in the Index. This could have an adverse impact on the liquidity of the Fund&#39;s investment portfolio and on Fund performance as there are a limited number of companies that meet the current Index requirements. Each of these factors could have a negative impact on the performance of the companies in the Index and the performance of the Fund.</li> </ul><ul> <li>Equity and Market Risk &#8212; Equity markets are volatile, and the value of securities 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, stocks in the Index 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.</li> </ul><ul> <li>Foreign Investments Risk/Emerging Market Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets in the securities of a small number of issuers. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer. </li> </ul><p>This risk may be particularly acute if the Index is comprised of a small number of securities. </p><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third-party provider to identify companies whose principal business is pet-care related will achieve its intended result or that investing in pet-care related companies will result in positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund.</li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows the Fund&#39;s investment results during its first full calendar year of operations, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of of market performance. This information provides some indication of the risks of investing in the Fund.</p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> Ultra Semiconductors Important Information About the Fund ProShares Ultra Semiconductors (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Dow Jones U.S. SemiconductorsSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 58% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the semiconductor sub-sector of the U.S. equity market. Component companies are engaged in the production and distribution of semiconductors and other integrated chips, as well as other related products such as semiconductor capital equipment and mother-boards. The Index is published under the Bloomberg ticker symbol "DJUSSC."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in semiconductors &amp; semiconductor equipment industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 29.48%. The Index&#39;s highest May to May volatility rate during the five-year period was 46.37% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 19.54%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Semiconductors and Semiconductor Equipment Industry Risk &#8212; The risks of investments in the industry include: intense competition, both domestically and internationally, including competition from subsidized foreign competitors with lower production costs; wide fluctuations in securities prices due to risks of rapid obsolescence of products; economic performance of the customers of semiconductor companies; their research costs and the risks that their products may not prove commercially successful; capital equipment expenditures that could be substantial and suffer from rapid obsolescence; and thin capitalization and limited product lines, markets, financial resources or personnel. The semiconductors sector may also be affected by risks that affect the broader technology sector, including: government regulation; dramatic and often unpredictable changes in growth rates and competition for qualified personnel; heavy dependence on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability; and a small number of companies representing a large portion of the technology sector as a whole.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort Industrials Important Information About the Fund ProShares UltraShort Industrials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the Dow Jones U.S. IndustrialsSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the industrial sector of the U.S. equity market. Component companies include, among others, building materials, heavy construction, factory equipment, heavy machinery, industrial services, pollution control, containers and packaging, industrial diversified, air freight, marine transportation, railroads, trucking, land-transportation equipment, shipbuilding, transportation services, advanced industrial equipment, electric components and equipment, and aerospace. The Index is published under the Bloomberg ticker symbol "DJUSIN."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the capital goods industry group and was focused in the software &amp; services industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.31%. The Index&#39;s highest May to May volatility rate during the five-year period was 36.77% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 8.42%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Industrials Industry Risk &#8212; The risks of investments in the industry include: effects on stock prices by supply and demand both for their specific product or service and for industrials industry products in general; decline in demand for products due to rapid technological developments and frequent new product introduction; effects on securities prices and profitability from government regulation, world events and economic conditions; and risks for environmental damage and product liability claims.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort Technology Important Information About the Fund ProShares UltraShort Technology (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the Dow Jones U.S. TechnologySM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the technology industry of the U.S. equity market. Component companies include, among others, those involved in computers and office equipment, software, communications technology, semiconductors, diversified technology services and Internet services. The Index is published under the Bloomberg ticker symbol "DJUSTC."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the software &amp; services industry group and was focused in the technology hardware &amp; equipment industry group, semiconductors &amp; semiconductor equipment and media &amp; entertainment industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 23.46%. The Index&#39;s highest May to May volatility rate during the five-year period was 37.05% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 19.81%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Technology Industry Risk &#8212; The Fund is subject to risks faced by companies in the technology industry to the same extent the Index is concentrated in the industry. Securities of technology companies may be subject to greater volatility than stocks of companies in other market sectors. Technology companies may be affected by intense competition, obsolescence of existing technology, general economic conditions and government regulation and may have limited product lines, markets, financial resources or personnel. Technology companies may experience dramatic and often unpredictable changes in growth rates and competition for qualified personnel. These companies also are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Online Retail ETF Investment Objective <p>ProShares Online Retail ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the ProShares Online Retail Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 81% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index is constructed and maintained by Solactive AG. The Index is designed to measure the performance of publicly traded companies that principally sell online or through other non-store sales channels, such as through mobile or app purchases, rather than through "brick and mortar" store locations ("Online Retailers"). The Index includes U.S. and non-U.S. companies. To be included in the Index, an online retailer&#39;s securities must be listed on a U.S. stock exchange, must have a minimum market capitalization of $500 million and must meet certain liquidity requirements. Non-U.S. companies may not make up more than 25% of the Index. Companies are weighted in the Index using a modified market capitalization approach.</p><p>Investing in Online Retailers may be attractive to investors who believe the trend of rising online sales will continue; however, there is no guarantee this trend will continue.</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Depositary Receipts &#8212; The Fund may invest in depositary receipts, which principally include: </li> </ul><ul> <li>American Depositary Receipts (ADRs), which represent the right to receive securities of foreign issuers deposited in a bank or trust company and are an alternative to purchasing the underlying securities in their national markets and currencies</li> </ul><ul> <li>Global Depositary Receipts (GDRs), which are receipts for shares in a foreign-based corporation traded in capital markets around the world. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the retailing industry group. The Index was also concentrated in the U.S. and focused in China.</p><p>The Index is created and sponsored by ProShare Advisors and is licensed for use by ProShares Trust.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Internet Companies Risk &#8212; Internet companies are subject to rapid changes in technology, worldwide competition, rapid obsolescence of products and services, loss of patent protections, cyclical market patterns, evolving industry standards, frequent new product introductions and the considerable risk of owning small capitalization companies that have recently begun operations. In addition, the stocks of many internet companies have exceptionally high price-to-earnings ratios with little or no earnings histories. Many internet companies have experienced extreme price and volume fluctuations that often have been unrelated to their operating performance.</li> </ul><ul> <li>Online Retail Companies Risk &#8212; Companies that operate in the online marketplace and retail segments are subject to fluctuating consumer demand. Unlike traditional brick and mortar retailers, online marketplaces and retailers must assume shipping costs or pass such costs to consumers. Consumer access to price information for the same or similar products may cause companies that operate in the online marketplace and retail segments to reduce profit margins in order to compete. Due to the nature of their business models, companies that operate in the online marketplace and retail segments may also be subject to heightened cyber security risk, including the risk of theft or damage to vital hardware, software and information systems. The loss or public dissemination of sensitive customer information or other proprietary data may negatively affect the financial performance of such companies to a greater extent than traditional brick and mortar retailers. As a result of such companies being web-based and the fact that they process, store, and transmit large amounts of data, including personal information, for their customers, failure to prevent or mitigate data loss or other security breaches, including breaches of vendors&#39; technology and systems, could expose companies that operate in the online marketplace and retail segments or their customers to a risk of loss or misuse of such information, adversely affect their operating results, result in litigation or potential liability, and otherwise harm their businesses. Investing in Online Retailers may be attractive to investors who believe the trend of rising online sales will continue; however, there is no guarantee this trend will continue. Each of these factors could have a negative impact on the performance of the companies in the Index and the performance of the Fund.</li> </ul><ul> <li>Retailing Industry Risk &#8212; The risks of investments in the industry include: changes in domestic and international economies, consumer confidence, disposable household income and spending, and consumer tastes and preferences; intense competition; changing demographics; marketing and public perception; dependence on third-party suppliers and distribution systems; intellectual property infringement; legislative or regulatory changes and increased government supervision; thin capitalization; dependence on a relatively few number of business days to achieve overall results; and dependence on outside financing, which may be difficult to obtain.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Foreign Investments Risk/Emerging Markets Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Self-Indexing Performance Risk<b> &#8212; </b>The Fund is linked to an Index sponsored by ProShare Advisors. There can be no guarantee or assurance that the methodology used to identify Online Retailers will achieve its intended result or that the trends the Fund seeks to benefit from will result in positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third party market participants. The Index may underperform other asset classes and may underperform other indices or benchmarks based upon the same underlying securities. Each of these factors could have a negative impact on the performance of the Fund</li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows the Fund&#39;s investment results during its first full calendar year of operations, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund.</p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> Ultra 7-10 Year Treasury Important Information About the Fund ProShares Ultra 7-10 Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the ICE U.S. Treasury 7-10 Year Bond Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 193% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by ICE Data Indices, LLC ("IDI"). The Index includes publicly- issued U.S. Treasury securities that have a remaining maturity of greater than or equal to seven years and less than or equal to ten years and have $300&#160;million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month. The Index is published under the Bloomberg ticker symbol "IDCOT7." </p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>U.S. Government Debt Securities &#8212; The Fund invests in U.S. government securities, which are issued by the U.S. government or one of its agencies or instrumentalities, including U.S. Treasury securities. Some, but not all, U.S. government securities are backed by the full faith and credit of the federal government. Other U.S. government securities are backed by the issuer&#39;s right to borrow from the U.S. Treasury and some are backed only by the credit of the issuing organization.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in debt in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no Fund expenses; and (b) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 5.58%. The Index&#39;s highest May to May volatility rate during the five-year period was 7.64% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 4.70%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the Index may underperform other debt instruments that track other markets, segments and sectors. </p><ul> <li>Prepayment Risk &#8212; Many types of debt instruments are subject to prepayment risk, which is the risk that the issuer of the security will repay principal (in part or in whole) prior to the maturity date. Debt instruments allowing prepayment may offer less potential for gains during a period of declining interest rates, as the proceeds may be reinvested at lower interest rates.</li> </ul><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><ul> <li>U.S. Treasury Market Risk &#8212; The U.S. Treasury market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury obligations to decline. </li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><p>This risk may be particularly acute if the Index is comprised of a small number of securities. </p><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra MSCI Japan Important Information About the Fund ProShares Ultra MSCI Japan (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the MSCI Japan Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by MSCI Inc. The Index adjusts the market capitalization of Index constituents for free float and targets for Index inclusion 85% of the free float-adjusted market capitalization in each industry group in Japan. The Index is published under the Bloomberg ticker symbol "MXJP."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><ul> <li>Depositary Receipts &#8212; The Fund may invest in depositary receipts, which principally include: </li> </ul><ul> <li>American Depositary Receipts (ADRs), which represent the right to receive securities of foreign issuers deposited in a bank or trust company and are an alternative to purchasing the underlying securities in their national markets and currencies</li> </ul><ul> <li>Global Depositary Receipts (GDRs), which are receipts for shares in a foreign-based corporation traded in capital markets around the world. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the industrials and consumer discretionary industry groups. The Index was also concentrated in Japan.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 18.05%. The Index&#39;s highest May to May volatility rate during the five-year period was 24.44% (May 31, 2016). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 3.09%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Exposure to Japanese Investments Risk &#8212; Investments in Japan are subject to risks including, but not limited to (i) political, economic, or social instability in Japan; (ii) risks associated with Japan&#39;s large government deficit; (iii) natural disasters particularly likely to occur in Japan; (iv) risks associated with an increasingly aging and declining population that is likely to strain Japan&#39;s social welfare and pension systems; and (v) relatively high unemployment. Since the year 2000, Japan&#39;s economic growth rate has remained relatively low. As an island nation Japan has limited natural resources and land area, and the Japanese economy is heavily dependent on international trade and reliant on imports for its commodity needs. Fluctuations or shortages in the commodity markets may negatively impact the Japanese economy. Slowdowns in the U.S. and/or China and other Southeast Asian countries, including economic, political or social instability in such countries, could have a negative impact on Japan. Because of its trade dependence, the Japanese economy is particularly exposed to the risks of currency fluctuation, foreign trade policy and regional and global economic disruption, including the risk of increased tariffs, embargoes, and other trade limitations. Strained relationships between Japan and its neighboring countries, including China, South Korea and North Korea, based on historical grievances, territorial disputes, and defense concerns, may also inject uncertainty into Japanese markets. As a result, additional tariffs, other trade barriers, or boycotts may have an adverse impact on the Japanese economy.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Exposure to Foreign Investments Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraPro Short Dow30SM Important Information About the Fund ProShares UltraPro Short Dow30SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the return of the Dow Jones Industrial AverageSM (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-3x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-3x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC (the "Index Provider"). The Index is a price-weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies. While stock selection is not governed by quantitative rules, a stock typically is added only if the company has an excellent reputation, demonstrates sustained growth and is of interest to a large number of investors. Companies should be incorporated and headquartered in the U.S. In addition, a plurality of revenues should be derived from the U.S. Maintaining adequate sector representation within the Index is also a consideration in the selection process for the Dow Jones Industrial Average^TM. Changes to the Index are made on an as needed basis. There is no annual or semi-annual reconstitution. Rather, changes in response to corporate actions and market developments can be made at any time. The Index is published under the Bloomberg ticker symbol "DJI."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-3x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of three times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from three times the inverse (-3x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the health care industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of three times the inverse (-3x) the Index, a single day movement in the Index approaching 33% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from three times the inverse (-3x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than three times the inverse (-3x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Three Times<br />the Inverse<br />(-3x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">180%</td> <td valign="top" align="left">1371.5%</td> <td valign="top" align="left">973.9%</td> <td valign="top" align="left">248.6%</td> <td valign="top" align="left">-46.5%</td> <td valign="top" align="left">-96.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">150%</td> <td valign="top" align="left">653.4%</td> <td valign="top" align="left">449.8%</td> <td valign="top" align="left">78.5%</td> <td valign="top" align="left">-72.6%</td> <td valign="top" align="left">-98.0%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">336.0%</td> <td valign="top" align="left">218.2%</td> <td valign="top" align="left">3.3%</td> <td valign="top" align="left">-84.2%</td> <td valign="top" align="left">-98.9%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">90%</td> <td valign="top" align="left">174.6%</td> <td valign="top" align="left">100.4%</td> <td valign="top" align="left">-34.9%</td> <td valign="top" align="left">-90.0%</td> <td valign="top" align="left">-99.3%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">83.9%</td> <td valign="top" align="left">34.2%</td> <td valign="top" align="left">-56.4%</td> <td valign="top" align="left">-93.3%</td> <td valign="top" align="left">-99.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left">29.2%</td> <td valign="top" align="left">-5.7%</td> <td valign="top" align="left">-69.4%</td> <td valign="top" align="left">-95.3%</td> <td valign="top" align="left">-99.7%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-5.8%</td> <td valign="top" align="left">-31.3%</td> <td valign="top" align="left">-77.7%</td> <td valign="top" align="left">-96.6%</td> <td valign="top" align="left">-99.8%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-29.2%</td> <td valign="top" align="left">-48.4%</td> <td valign="top" align="left">-83.2%</td> <td valign="top" align="left">-97.4%</td> <td valign="top" align="left">-99.8%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-45.5%</td> <td valign="top" align="left">-60.2%</td> <td valign="top" align="left">-87.1%</td> <td valign="top" align="left">-98.0%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-90%</td> <td valign="top" align="left">-57.1%</td> <td valign="top" align="left">-68.7%</td> <td valign="top" align="left">-89.8%</td> <td valign="top" align="left">-98.4%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-65.7%</td> <td valign="top" align="left">-75.0%</td> <td valign="top" align="left">-91.9%</td> <td valign="top" align="left">-98.8%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-150%</td> <td valign="top" align="left">-72.1%</td> <td valign="top" align="left">-79.6%</td> <td valign="top" align="left">-93.4%</td> <td valign="top" align="left">-99.0%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-180%</td> <td valign="top" align="left">-77.0%</td> <td valign="top" align="left">-83.2%</td> <td valign="top" align="left">-94.6%</td> <td valign="top" align="left">-99.2%</td> <td valign="top" align="left">-99.9%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -60% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -87.10% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 19.90%. The Index&#39;s highest May to May volatility rate during the five-year period was 35.00% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 9.75%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from three times the inverse (-3x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-3x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra Health Care Important Information About the Fund ProShares Ultra Health Care (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Dow Jones U.S. Health CareSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 21% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the healthcare industry of the U.S. equity market. Component companies include, among others, health care providers, biotechnology companies, medical supplies, advanced medical devices and pharmaceuticals. The Index is published under the Bloomberg ticker symbol "DJUSHC."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the health care equipment &amp; services and pharmaceuticals, biotechnology &amp; life sciences industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 19.20%. The Index&#39;s highest May to May volatility rate during the five-year period was 29.20% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 8.87%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Health Care Industry Risk &#8212; The risks of investments in the industry include: heavy dependence on patent protection, with profitability affected by the expiration of patents; expenses and losses from extensive litigation based on product liability and similar claims; competitive forces that may make it difficult to raise prices and, in fact, may result in price discounting; the long and costly process for obtaining new product approval by the Food and Drug Administration; the difficulty health care providers may have obtaining staff to deliver service; susceptibility to product obsolescence; and thin capitalization and limited product lines, markets and financial resources or personnel. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraPro Short QQQ&#174; Important Information About the Fund ProShares UltraPro Short QQQ&#174; (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the return of the Nasdaq-100&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-3x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-3x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by Nasdaq Inc. (the "Index Provider"). The Index includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology. Companies selected for inclusion are non-financial companies that meet appropriate trading volumes, adjusted market capitalization and other eligibility criteria. The Index is published under the Bloomberg ticker symbol "NDX."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-3x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of three times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from three times the inverse (-3x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the consumer discretionary and communication services industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of three times the inverse (-3x) the Index, a single day movement in the Index approaching 33% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from three times the inverse (-3x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than three times the inverse (-3x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Three Times<br />the Inverse<br />(-3x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">180%</td> <td valign="top" align="left">1371.5%</td> <td valign="top" align="left">973.9%</td> <td valign="top" align="left">248.6%</td> <td valign="top" align="left">-46.5%</td> <td valign="top" align="left">-96.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">150%</td> <td valign="top" align="left">653.4%</td> <td valign="top" align="left">449.8%</td> <td valign="top" align="left">78.5%</td> <td valign="top" align="left">-72.6%</td> <td valign="top" align="left">-98.0%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">336.0%</td> <td valign="top" align="left">218.2%</td> <td valign="top" align="left">3.3%</td> <td valign="top" align="left">-84.2%</td> <td valign="top" align="left">-98.9%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">90%</td> <td valign="top" align="left">174.6%</td> <td valign="top" align="left">100.4%</td> <td valign="top" align="left">-34.9%</td> <td valign="top" align="left">-90.0%</td> <td valign="top" align="left">-99.3%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">83.9%</td> <td valign="top" align="left">34.2%</td> <td valign="top" align="left">-56.4%</td> <td valign="top" align="left">-93.3%</td> <td valign="top" align="left">-99.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left">29.2%</td> <td valign="top" align="left">-5.7%</td> <td valign="top" align="left">-69.4%</td> <td valign="top" align="left">-95.3%</td> <td valign="top" align="left">-99.7%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-5.8%</td> <td valign="top" align="left">-31.3%</td> <td valign="top" align="left">-77.7%</td> <td valign="top" align="left">-96.6%</td> <td valign="top" align="left">-99.8%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-29.2%</td> <td valign="top" align="left">-48.4%</td> <td valign="top" align="left">-83.2%</td> <td valign="top" align="left">-97.4%</td> <td valign="top" align="left">-99.8%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-45.5%</td> <td valign="top" align="left">-60.2%</td> <td valign="top" align="left">-87.1%</td> <td valign="top" align="left">-98.0%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-90%</td> <td valign="top" align="left">-57.1%</td> <td valign="top" align="left">-68.7%</td> <td valign="top" align="left">-89.8%</td> <td valign="top" align="left">-98.4%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-65.7%</td> <td valign="top" align="left">-75.0%</td> <td valign="top" align="left">-91.9%</td> <td valign="top" align="left">-98.8%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-150%</td> <td valign="top" align="left">-72.1%</td> <td valign="top" align="left">-79.6%</td> <td valign="top" align="left">-93.4%</td> <td valign="top" align="left">-99.0%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-180%</td> <td valign="top" align="left">-77.0%</td> <td valign="top" align="left">-83.2%</td> <td valign="top" align="left">-94.6%</td> <td valign="top" align="left">-99.2%</td> <td valign="top" align="left">-99.9%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -60% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -87.10% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.76%. The Index&#39;s highest May to May volatility rate during the five-year period was 33.62% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 17.52%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from three times the inverse (-3x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-3x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Managed Futures Strategy ETF Investment Objective <p>ProShares Managed Futures Strategy ETF (the "Fund") seeks to provide positive returns that are not directly correlated to broad equity or fixed income markets.</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 2564% of the average value of its entire portfolio. </p><p>This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund is an actively managed exchange -traded fund ("ETF") that seeks to achieve positive returns that are not directly correlated to broad equity or fixed income markets. The Fund uses the S&amp;P&#174; Strategic Futures Index as a performance benchmark (the "Benchmark"). The Benchmark seeks to capture the economic benefit from trends (in either direction) in the physical commodities, interest rates and currencies markets by taking long or short positions in related futures contracts. While the Fund generally will seek exposure to the commodity and financial markets included in the Benchmark, the Fund is not an index tracking ETF and will seek to enhance its performance by actively selecting investments with varying maturities from the underlying components of the Benchmark. There can be no assurance that the Fund&#39;s performance will be positive or that its performance will exceed the performance of the Benchmark at any time. The Benchmark was formed in August 2014. Accordingly, the Benchmark has limited historical performance. </p><p>Under normal market conditions, the Fund invests in a portfolio of commodity futures contracts ("Commodity Futures Contracts") and currency and U.S. Treasury futures contracts ("Financial Futures Contracts") (collectively, "Futures Contracts"). The Fund attempts to capture the economic benefit derived from rising and declining trends based on the price changes of these Futures Contracts. Each month, each Futures Contract will generally be positioned long if it is experiencing a positive price trend or short if it is experiencing a negative price trend. This positioning is based on a comparison of the recent returns of each Futures Contract with such contract&#39;s seven-month weighted moving average return. If the returns are greater than or equal to the seven-month weighted moving average return, the Futures Contract is positioned "long." To be "long" means to hold or have long exposure to an asset with the expectation that its value will increase over time. If the returns are below the seven-month weighted moving average return, the Futures Contract is positioned "short." To be "short" means to sell or have short exposure to an asset with the expectation that it will fall in value. The Fund will benefit if it is long an asset that increases in value or is short an asset that decreases in value. Conversely, the Fund will be adversely impacted if it is long an asset that decreases in value or short an asset that increases in value. </p><p>The Fund will also hold cash or cash equivalents such as short-term U.S. Treasury securities or other high credit quality, short-term fixed-income or similar securities (such as shares of money market funds and collateralized repurchase agreements) for direct investment or as collateral for Futures Contracts. The Fund may also invest up to 100% of its assets in any of these types of cash or cash equivalent instruments. </p><p>The Fund will not invest directly in Commodity Futures Contracts. The Fund expects to gain exposure to these investments by investing a portion of its assets in the ProShares Cayman Portfolio I, a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the "Subsidiary"). The Subsidiary is advised by ProShare Advisors, the Fund&#39;s investment advisor. Unlike the Fund, the Subsidiary is not an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund&#39;s investment in the Subsidiary is intended to provide the Fund with exposure to commodity markets in accordance with applicable rules and regulations. The Subsidiary has the same investment objective as the Fund. The Fund will generally limit investments in the Subsidiary to 25% but it may exceed that amount if the Advisor believes doing so is in the best interest of the Fund, such as to help achieve the Fund&#39;s investment objective or increase the tax efficiency of the Fund. Except as otherwise noted, references to the Fund&#39;s investment strategies and risks include the investment strategies and risks of the Subsidiary.</p><p>The following Futures Contracts are included in the Benchmark as of May 31, 2020: Light Crude; Heating Oil; RBOB Gas; Natural Gas; Copper; Gold; Silver; Lean Hogs; Live Cattle; Corn; Soybeans; Wheat; Coffee; Cocoa; Sugar; Cotton; Australian Dollar; British Pound; Canadian Dollar; Euro; Japanese Yen; Swiss Franc; U.S. Treasury Notes; and U.S. Treasury Bonds.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in or taking short positions in the asset classes comprising the Index. These derivatives principally include:</li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><p>The Fund will use futures contracts to achieve its investment objective.</p><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the securities in the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return.</li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. While the futures contracts that the Fund will use will be centrally cleared through exchanges that have been designated as "contracts markets" by the Commodity Futures Trading Commission ("CFTC"), the Fund will still be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to futures contracts entered into by the Fund. For futures contracts these counterparties include both the exchange, which provides a performance guarantee, where the trade is executed, and the futures commission merchant, or brokerage firm, that is a member of the relevant contract market and holds margin on behalf of the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline. In commodity broker insolvencies, customers have, in fact, been unable to recover from the broker&#39;s estate the full amount of their "customer" funds. The Fund will be subject to credit risk with respect to the amount the Fund expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. The Fund may engage in futures transactions with a limited number of counterparties, which may increase the Fund&#39;s exposure to credit risk associated with any single counterparty. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain short exposure through financial instruments, or require the Fund to seek short exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the financial instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available financial instruments or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining short exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Long/Short Risk &#8212; The Fund seeks long exposure to certain factors and short exposure to certain other factors. There is no guarantee that the returns on the Fund&#39;s long or short positions will produce positive returns and the Fund could lose money if either or both the Fund&#39;s long and short positions produce negative returns.</li> </ul><ul> <li>Risks Related to a Managed Futures Strategy &#8212; The Fund is an actively managed ETF that seeks to achieve positive returns that are not directly correlated to broad equity or fixed income markets. The Fund uses the S&amp;P&#174; Strategic Futures Index as a performance benchmark. The Benchmark seeks to capture the economic benefit from trends (in either direction) in physical commodities, interest rates and currencies by taking long or short positions in related futures contracts and is based on a quantitative trading strategy. </li> </ul><ul> <li>The Fund takes long or short positions primarily based on the performance trends of the individual components. There can be no assurance that such trends are an accurate indicator of future market movements. In markets without sustained price trends, or markets with significant price movements that quickly reverse, The Fund may suffer significant losses. The Fund&#39;s Benchmark is based on futures prices, not spot prices. Futures can perform very differently from spot prices. The Fund&#39;s exposure to commodity or financial futures markets may subject it to greater volatility than investments in traditional securities, which may adversely affect an investor&#39;s investment in The Fund. Certain index components of The Fund have experienced high volatility in the past. </li> </ul><ul> <li>Certain of these futures contracts are subject to risks related to rolling, which is the process in which The Fund closes out and replaces futures contracts that near expiration with futures contracts with a later expiration. The prices at which The Fund can replace expiring commodity futures contracts or financial futures contracts may be higher or lower in the nearer months than in the more distant months. The pattern of higher futures prices for longer expiration futures contracts is often referred to as "contango." The pattern of higher futures prices for shorter expiration futures contracts is referred to as "backwardation." The presence of contango in certain commodity futures contracts or financial futures contracts at the time of rolling would be expected to adversely affect long positions held by The Fund and positively affect short positions held by The Fund. The presence of backwardation would be expected to adversely affect short positions and positively affect long positions. </li> </ul><ul> <li>The Fund is not an index tracking ETF and will seek to enhance its performance by actively selecting investments with varying maturities from the underlying components of the Benchmark. If such strategy fails to produce the intended results, The Fund could underperform the Benchmark or other funds with a similar investment objective and/or strategies. </li> </ul><ul> <li>The Fund will not invest directly in Commodity Futures Contracts. The Fund expects to gain exposure to these investments by investing a portion of its assets in a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands. The Subsidiary is not an investment company registered under the Investment Company Act of 1940, as amended.</li> </ul><ul> <li>Risks Associated with the Use of Futures Contracts &#8212; The Fund obtains investment exposure through futures contracts. Investing in Futures Contracts may be considered aggressive and may expose the Fund to greater risks than investing directly in securities. Because Futures Contracts often require limited initial investment, the use of Futures Contracts also may expose the Fund to losses in excess of those amounts initially invested. These risks include counterparty risk and liquidity risk. Any costs associated with using futures contracts will also have the effect of lowering the Fund&#39;s return.</li> </ul><ul> <li>Rolling Futures Contract Risk &#8212; The Fund will invest in and have exposure to Futures Contracts and is subject to risks related to rolling. Rolling occurs when the Fund closes out of a Futures Contract as it nears its expiration and replaces it with a contract that has a later expiration. The Fund does not intend to hold Futures Contracts through expiration, but instead intends to "roll" its futures positions. When the market for these Futures Contracts is such that the prices are higher in the more distant delivery months than in the nearer delivery months, the sale during the course of the "rolling process" of the more nearby contract would take place at a price that is lower than the price of the more distant contract. This pattern of higher Futures Contract prices for longer expiration contracts is often referred to as "contango." Alternatively, when the market for futures contracts is such that the prices are higher in the nearer months than in the more distant months, the sale during the course of the "rolling process" of the more nearby contract would take place at a price that is higher than the price of the more distant contract. This pattern of higher futures prices for shorter expiration futures contracts is referred to as "backwardation." Extended periods of contango or backwardation have occurred in the past and can in the future cause significant losses for the Fund. ProShare Advisors will utilize active management techniques to seek to mitigate the negative impact or, in certain cases, benefit from the contango or backwardation present in the various futures contract markets, but there can be no guarantee that it will be successful in doing so.</li> </ul><ul> <li>Commodity and Currency Risk &#8212; Investments linked to commodity or currency futures contracts can be highly volatile compared to investments in traditional securities, and funds holding instruments linked to commodity or currency futures contracts may experience large losses. The value of instruments linked to commodity or currency futures contracts may be affected by market movements, commodity or currency benchmarks (as the case may be), volatility, changes in interest rates, or factors affecting a particular industry, commodity or currency. For example, commodity futures contracts may be affected by numerous factors, including drought, floods, fires, weather, livestock disease, pipeline ruptures or spills, embargoes, tariffs and international, economic, political or regulatory developments. In particular, trading in natural gas futures contracts (or other financial instruments linked to natural gas) has historically been very volatile and can be expected to be very volatile in the future. High volatility may have an adverse impact on the Fund.</li> </ul><ul> <li>Foreign Currency Risk &#8212; The Fund holds investments that provide exposure to non-U.S. currencies, currency exchange rates or interest rates denominated in such currencies. Changes in currency exchange rates and the relative value of non-U.S. currencies will affect the value of the Fund&#39;s investment and the value of Fund shares. Currency exchange rates can be very volatile and can change quickly and unpredictably. As a result, the value of an investment in the Fund may change quickly and without warning and your investment in the Fund may experience losses.</li> </ul><ul> <li>U.S. Treasury Market Risk &#8212; The U.S. Treasury market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury obligations to decline. </li> </ul><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><ul> <li>Monthly Repositioning Risk &#8212; The Fund is designed to potentially capture the economic benefit derived from both rising and declining trends in futures prices. In order to accomplish this, the Fund&#39;s Futures Contract positions are rebalanced and repositioned, either long or short, on a monthly basis. As further described in "Additional Information on Certain Underlying Indexes," long positions or short positions in each Futures Contract are determined based on price movements over the past seven months. In volatile markets, this may result in the Futures Contracts frequently being repositioned from long to short and vice versa. If the price movements that caused a particular Futures Contract to be repositioned subsequently reverse themselves, the Fund&#39;s returns will be negatively impacted. For example, if Gold is positioned long for the month of March, and the underlying Futures Contracts decline in price, the Fund will experience losses. Depending on the magnitude of the price decline, Gold may reposition itself to short at month end. If, in April, the market reverses and appreciates in price, Gold will again experience losses, even if the price of Gold futures contracts measured across both months is flat from a performance perspective. Such activity can cause the Fund to lose more, and possibly significantly more, than an investment focused only on long or short positions in the same Futures Contracts</li> </ul><ul> <li>Commodity Market Risk &#8212; The value of Commodity Futures contracts typically is based upon the price movements of a physical commodity and the market&#39;s expectations for such moves in the future. The prices of Commodity Futures contracts may fluctuate quickly and dramatically and may not correlate to price movements in other asset classes. Global events such as government interventions, treaties and trading, inter- or intrastate conflict, weather or other natural disasters, changes in supply or production, and changes in speculators&#39; and/or investor&#39;s demand can cause extreme levels of volatility. Furthermore, since commodities are generally denominated in USD, a strengthening U.S. dollar can also cause significant declines in commodity prices. An active trading market may not exist for certain commodities. Each of these factors and events could have a significant negative impact on the Fund.</li> </ul><ul> <li>General Risks Related to Commodities, Foreign Currencies and Fixed Income Futures &#8212; Futures and futures-related products may be volatile, and certain Futures Contracts often experience sustained periods of high volatility. Price movements of the Futures Contracts included in the Benchmark are influenced by, among other things, changing supply and demand relationships; climate; government, agricultural, trade, fiscal, monetary and exchange control programs and policies; national and international political and economic events; crop diseases; the purchasing and marketing programs of different nations; and changes in interest rates. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies. </li> </ul><ul> <li>Furthermore, investments in Futures Contracts are not the same as direct or "spot" investments in the underlying commodity, currency or fixed income reference assets. While prices of swaps, Futures Contracts and other derivatives contracts are, as a rule, related to the prices of an underlying cash market, they are not perfectly correlated and often can perform very differently. It is possible that during certain time periods, the performance of different derivatives contracts may be substantially lower or higher than cash market prices for the underlying commodity or financial asset due to differences in derivatives contract terms or as supply, demand or other economic or regulatory factors become more pronounced in either the cash or derivatives markets.</li> </ul><ul> <li>Subsidiary Investment Risk &#8212; Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary are organized, respectively, could result in the inability of the Fund to operate as intended and could negatively affect the Fund and its shareholders. The Subsidiary is not registered under the 1940 Act and is not subject to all the investor protections of the 1940 Act. Thus, the Fund, as an investor in the Subsidiary, will not have all the protections offered to investors in registered investment companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Active Management Risk &#8212; The Fund is actively managed and its performance reflects the investment decisions that ProShare Advisors makes for the Fund. ProShare Advisors&#39; judgments about the Fund&#39;s investments may prove to be incorrect. If the investments selected and strategies employed by the Fund fail to produce the intended results, the Fund could underperform other funds with a similar investment objective and/or strategies.</li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses or realizing gains.</p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> Merger ETF Investment Objective <p>ProShares Merger ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&amp;P Merger Arbitrage Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 249% of the average value of its entire portfolio. </p><p>This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund is designed to track the performance of the Index and provide exposure to a global merger arbitrage strategy.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index, and by extension the Fund, seeks to produce consistent, positive returns in virtually all market environments, although there are no assurances it will achieve this result. A global merger arbitrage strategy seeks to capture the spread between the price at which the stock of a company (each such company, a "Target") trades after a proposed acquisition of such Target is announced and the value (cash plus stock) that the acquiring company (the "Acquirer") has proposed to pay for the stock of the Target (a "Spread"). Such a Spread typically exists due to the uncertainty that the announced merger, acquisition or other corporate reorganization (each, a "Deal") will close, and if it closes, that such Deal will be at the initially proposed economic terms. For Deals that close, the price of the Target after the Deal is announced is expected to approach the proposed acquisition price by the closing date of the Deal, resulting in a gain to strategies such as the Index&#39;s, which attempt to capture this Spread. The size of the Spread will depend on several factors, including the perceived risk of the Deal closing and the length of time expected until the Deal is completed. For Deals that are not consummated, the price of the Target commonly falls back to pre-announcement levels, typically resulting in significant losses well in excess of the post-announcement Spread the strategy attempts to capture. </p><p>To obtain exposure to the Index, the Fund takes long positions in shares of the Target. The Fund also takes short positions in shares of the Acquirer when the Deal involves an exchange of the Acquirer&#39;s stock. The short positions are intended to reduce the effect that declines in the value of the Acquirer&#39;s stock could have on the Spread. The Index, created by Standard &amp; Poor&#39;s&#174;, is comprised of a maximum of 80 companies, including up to 40 companies that are currently targets in merger deals, which are represented by long positions in the index, and up to 40 companies that are currently acquirers for the same stock merger deals, which are represented by short positions in the Index. The Index includes a cash component, which earns the three-month U.S. Treasury Bill rate. When Deals enter the Index, the weight in long positions of Targets is initiated at three percent (3%) and the initial weight in short positions of Acquirers ranges between zero and three percent (0% and 3%), depending on the terms of the Deal. The sum of initial net exposure for the Fund (i.e., the difference between: (a) the Fund&#39;s total long exposure; and (b) the Fund&#39;s total short exposure) is limited to between zero and one hundred percent (0% and 100%), with both the long and short positions having a maximum initial exposure each of 120%. The Index also includes a Treasury bill component which constitutes the remainder of the Index when net exposure from included Deals is less than 100%. Certain Deals are screened out based on liquidity, size, and Spread between the Deal price and the Target&#39;s stock price. Additions and deletions occur on a rolling basis. Returns are expected to be uncorrelated to equity markets over time. The Index is denominated in local currencies, and the Fund will generally seek to hedge against hedge against fluctuations between the value of the U.S. Dollar and the currencies in which the securities are denominated. The Fund will utilize financial instruments such as currency forward contracts to seek to offset its total equity exposure to each currency. The Index is published under the Bloomberg ticker symbol "SPLSALP".</p><p>The Fund will generally not short any stocks directly but will generally obtain short exposure through derivatives.</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), exchange rate, interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in or making short sales of the securities of the Index, as well as for effecting currency hedging transactions. These derivatives principally include:</li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Forward Contracts &#8212; Two-party contracts where a purchase or sale of a specific quantity of a commodity, security, foreign currency or other financial instrument is entered into with dealers or financial institutions at a set price, with delivery and settlement at a specified future date. Forward contracts may also be structured for cash settlement, rather than physical delivery.</li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the health care industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain short exposure through financial instruments, or require the Fund to seek short exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the financial instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available financial instruments or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining short exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Long/Short Risk &#8212; The Fund seeks long exposure to certain factors and short exposure to certain other factors. There is no guarantee that the returns on the Fund&#39;s long or short positions will produce positive returns and the Fund could lose money if either or both the Fund&#39;s long and short positions produce negative returns.</li> </ul><ul> <li>Risks Related to the Merger Arbitrage Strategy &#8212; There is no assurance that any of the Deals reflected in the Index will be successfully completed. In particular, in certain market conditions, it is possible that most or all of the Deals could fail. If any Deal reflected in the Index is not consummated, the Spread between the price offered for the Target and the price at which the shares of the Target trade is expected to widen. In such cases the price of the Target commonly falls back to pre-Deal announcement levels, typically resulting in significant losses well in excess of the post-announcement Spread the strategy attempts to capture. This could adversely affect the performance of the Index and the performance of the Fund. Deals may be terminated, renegotiated, or subject to a longer time frame than initially contemplated due to business, regulatory, or other concerns. Any of these events may negatively impact the performance of the Fund. The Index may also delete transactions under certain circumstances, thus precluding any potential future gains. Also, foreign companies involved in pending mergers or acquisitions may present risks distinct from comparable transactions completed solely within the U.S.</li> </ul><ul> <li>Risks Related to Foreign Currencies and the Fund&#39;s Currency Hedging Strategy &#8212; The Index is denominated in local currencies and does not reflect the impact of currency movements that can affect U.S. investors (such as the Fund) in such securities. The Fund will generally attempt to match the Index by hedging against exposure to foreign currencies. These hedges will in many cases not fully eliminate the exposure to a particular currency. In addition, interest rate differentials and additional transaction costs can diminish the effectiveness of a particular hedging position. All of these factors may cause additional correlation risk. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Foreign Investments Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> S&amp;P 500&#174; Ex-Technology ETF Investment Objective <p>ProShares S&amp;P 500&#174; Ex-Technology ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&amp;P 500&#174; Ex-Information Technology Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 5% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index and Fund seek to provide exposure to the companies of the S&amp;P 500&#174; Index (the "S&amp;P 500&#174;") with the exception of those companies included in the Information Technology Sector. The S&amp;P 500&#174; is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index classifies each company in the S&amp;P 500&#174; as part of a particular sector using the Global Industry Classification Standards ("GICS"), which are jointly produced by S&amp;P Dow Jones Indices and MSCI, to define companies within a sector. As of June 30, 2020, the following sectors are included within GICS: Consumer Discretionary, Consumer Staples, Energy, Financials, Health care, Industrials, Materials, Communication Services, Real Estate, and Utilities. A Sector is comprised of multiple industries. For example, the Information Technology Sector is comprised of companies in, among others, the software, information technology services, and technology hardware, storage, and peripherals industries. The Index consists of companies from each of the Sectors other than the Information Technology Sector. Each security in the Index is weighted by float-adjusted market capitalization according to the same rules as the S&amp;P 500&#174;. The Index is published under the Bloomberg ticker symbol "SPXXTSUT."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities &#8212; The Fund invests in common stock issued by public companies.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the health industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> Short Oil &amp; Gas Important Information About the Fund ProShares Short Oil &amp; Gas (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Dow Jones U.S. Oil &amp; GasSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the oil and gas sector of the U.S. equity market. Component companies typically are engaged in the following activities related to the oil and gas sector, among others, exploration and production, integrated oil and gas, oil equipment and services, pipelines, renewable energy equipment companies and alternative fuel producers. The Index is published under the Bloomberg ticker symbol "DJUSEN."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the energy industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 30.75%. The Index&#39;s highest May to May volatility rate during the five-year period was 52.85% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was -10.81%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Energy Industry Risk &#8212; The risks of investments in the industry include: effects on profitability from changes in worldwide energy prices and exploration, and production spending; adverse effects from changes in exchange rates, government regulation, world events, international conflicts or threat of conflicts and economic conditions; market, economic and political risks of the countries where energy companies are located or do business; the fact that the value of regulated utility debt instruments (and, to a lesser extent, equity securities) tends to have an inverse relationship to the movement of interest rates; and risk for environmental damage claims. The energy industry has recently experienced significant volatility due to dramatic changes in the prices of energy commodities, and it is possible that such volatility will continue in the future. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. Contemporaneous with the onset of the COVID-19 pandemic in the U.S., crude oil markets experienced shocks to the supply of and demand for crude oil. This led to an oversupply of crude oil, which impacted the price of crude oil and issuers in related markets. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra Utilities Important Information About the Fund ProShares Ultra Utilities (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Dow Jones U.S. UtilitiesSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 13% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the utilities industry of the U.S. equity market. Component companies include, among others, electric utilities, gas utilities, multi-utilities and water utilities. The Index is published under the Bloomberg ticker symbol "DJUSUT."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the utilities industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 20.79%. The Index&#39;s highest May to May volatility rate during the five-year period was 37.23% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 9.72%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Utilities Industry Risk &#8212; The risks of investments in the industry include: review and limitation of rates by governmental regulatory commissions; the fact that the value of regulated utility debt instruments (and, to a lesser extent, equity securities) tends to have an inverse relationship to the movement of interest rates; the risk that utilities may engage in riskier ventures where they have little or no experience; as deregulation allows utilities to diversify outside of their original geographic regions and their traditional lines of business and greater competition as a result of deregulation, which may adversely affect profitability due to lower operating margins, higher costs and diversification into unprofitable business lines.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Morningstar Alternatives Solution ETF Investment Objective <p>ProShares Morningstar Alternatives Solution ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Morningstar&#174; Diversified Alternatives^SM Index (the "Index"). The Index seeks to provide diversified exposure to alternative asset classes. The Index consists of a comprehensive set of exchange-traded funds ("ETFs") in the ProShares lineup that employ alternative and non-traditional strategies such as long/short, market neutral, managed futures, hedge-fund replication, private equity, infrastructure or inflation-related investments.</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>The Fund (and each Underlying ETF (as defined below) in which the Fund invests) 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&#39;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&#39;s performance. To the extent an Underlying ETF incurs costs related to portfolio turnover, such costs would have a negative effect on the performance of the Underlying ETF, and thus the Fund, but will not be reflected in the Fund&#39;s portfolio turnover rate. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 52% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in ETFs that ProShares Advisors believes, in combination, should track the performance of the Index.</p><p>The Fund is a fund of ETFs and seeks to achieve its investment objective by investing primarily in the "Underlying ETFs," which are ETFs, sponsored by ProShare Advisors or its affiliates.</p><p>The Fund is designed to provide investors with a comprehensive solution to their alternatives allocation by investing in the alternative ETFs (i.e., ETFs that invest in alternative asset classes or that have non-traditional investment strategies) comprising its Index.</p><p>The Index is designed to provide diversified exposure to alternative asset classes when combined with a range of traditional investments. It allocates among a comprehensive set of alternative ETFs that employ alternative and non-traditional strategies such as long/short, market neutral, managed futures, hedge fund replication, private equity, infrastructure, or inflation related investments.</p><p>The Index allocates weights to the Underlying ETFs based on a proprietary optimization model. The model annually calculates the allocation to each Underlying ETF based on the improvement in portfolio risk/return characteristics each Underlying ETF may provide to a traditional stock and bond portfolio. In addition, at each monthly rebalance, the Index applies a tactical momentum signal designed to increase the allocations towards asset classes that exhibited positive relative trends over the prior six months.</p><p>As of June 30, 2020, the Underlying ETFs included: ProShares Managed Futures Strategy ETF, ProShares Hedge Replication ETF, ProShares Merger ETF, ProShares RAFI Long/Short, ProShares Global Listed Private Equity ETF, ProShares DJ Brookfield Global Infrastructure ETF, and ProShares Inflation Expectations ETF. A brief description of each of these Underlying ETFs follows.</p><p> <i>ProShares Managed Futures Strategy ETF (FUT)</i> is an actively managed ETF that seeks to achieve positive returns that are not directly correlated to broad equity or fixed income markets. The Fund uses the S&amp;P&#174; Strategic Futures Index as a performance benchmark. The S&amp;P&#174; Strategic Futures Index was developed by Standard &amp; Poors and is a long/short rules-based investable index that seeks to capture the economic benefit from trends (in either direction) in physical commodities, interest rates and currencies by taking long or short positions in related futures contracts based on the performance trends of the individual components. </p><p> <i>ProShares Hedge Replication ETF (HDG)</i> seeks investment results, before fees and expenses, that track the performance of the Merrill Lynch Factor Model &#8212; Exchange Series ("Factor Model"). The Factor Model, established by Merrill Lynch International (the "Model Sponsor"), seeks to provide the risk and return characteristics of the hedge fund asset class by targeting a high correlation to the HFRI Fund Weighted Composite Index (the "HFRI"). </p><p> <i>ProShares Merger ETF (MRGR)</i> seeks investment results, before fees and expenses, that track the performance of the S&amp;P&#174; Merger Arbitrage Index ("Merger Arbitrage Index"). The Merger Arbitrage Index is designed to provide exposure to a global merger arbitrage strategy. A global merger arbitrage strategy seeks to capture the spread between the price at which the stock of a company (each such company, a "Target") trades after a proposed acquisition of such Target is announced and the value (cash plus stock) that the acquiring company (the "Acquirer") has proposed to pay for the stock of the Target. </p><p> <i>ProShares RAFI</i> ^<i>TM</i> <i> Long/Short (RALS)</i> seeks investment results, before fees and expenses, that track the performance of the FTSE RAFI^TM US 1000 Long/Short Total Return Index ("RAFI Index"). The RAFI Index methodology seeks to leverage a theory that index weighting based on market capitalization (i.e., price) results in overweighting of overpriced securities and underweighting of underpriced securities. By obtaining long exposure to a non-capitalization weighted "fundamental" index and short exposure to a market capitalization weighted index in an equal dollar amount, the Index seeks to deliver the difference in performance (outperformance or underperformance) between the fundamentally weighted index and the market capitalization weighted index. In general, when fundamental weighting is outperforming capitalization weighting, the RAFI Index, expects to have positive performance. When capitalization weighting is outperforming fundamental weighting, the RAFI Index and Fund expect to have negative performance. </p><p> <i>ProShares Global Listed Private Equity ETF (PEX)</i> seeks investment results, before fees and expenses, that track the performance of the LPX Direct Listed Private Equity Index ("LPX Index"). The LPXI index consists of up to 30 qualifying listed private equity companies whose direct private equity investments, as well as cash and cash equivalent positions and post-initial public offering listed investments, represent more than 80% of the total assets of the company. </p><p> <i>ProShares DJ Brookfield Global Infrastructure ETF (TOLZ)</i> seeks investment results, before fees and expenses, that track the performance of the Dow Jones Brookfield Global Infrastructure Composite Index ("Global Infrastructure Index"). The Global Infrastructure Index, constructed and maintained by S&amp;P Dow Jones Indices LLC, consists of companies domiciled globally that qualify as "pure-play" infrastructure companies &#8212; companies whose primary business is the ownership and operation of infrastructure assets, activities that generally generate long-term stable cash flows. </p><p> <i>ProShares Inflation Expectations ETF (RINF)</i> seeks investment results, before fees and expenses, that track the performance of the FTSE 30-Year TIPS (Treasury Rate-Hedged) Index (the "FTSE Index") and will invest at least 80% of its total assets in securities of the FTSE Index. The FTSE Index tracks the performance of (i) long positions in the most recently issued 30-year Treasury Inflation-Protected Securities ("TIPS") and (ii) duration-adjusted short positions in U.S. Treasury bonds of, in aggregate, approximate equivalent duration dollars to the TIPS. <b>The FTSE Index is not designed to measure the realized rate of inflation, nor does it seek to replicate the returns of any index or measure of actual consumer price levels.</b></p><p>The Index is constructed and maintained by Morningstar, Inc., using the asset allocation expertise of its affiliate, Ibbotson Associates, Inc., a division of Morningstar Investment Management Group. The Index is published under the Bloomberg ticker symbol "DIVALTT".</p><p>For a further description of the Fund, please see "Additional Securities, Instruments and Strategies of ProShares Morningstar Alternatives Solution ETF" in the Fund&#39;s Prospectus.</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in Underlying ETFs.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Exchange-Traded Funds &#8212; The Fund may invest in shares of other ETFs, which are registered investment companies that are traded on stock exchanges and hold assets such as stocks or bonds.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Certain Underlying ETFs may obtain investment exposure through derivatives (including investing in swap agreements, futures contracts, forward contracts, options on futures contracts, securities and indexes, and similar instruments). Investing in derivatives may be considered aggressive and may expose the Underlying ETF to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When an Underlying ETF uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the securities in the index) and the derivative, which may prevent the Underlying ETF from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Underlying ETF to losses in excess of those amounts initially invested. Moreover, with respect to the use of swap agreements, if an index has a dramatic intraday move that causes a material decline in an Underlying ETF&#39;s net assets, the terms of a swap agreement between the Underlying ETF and its counterparty may permit the counterparty to immediately close out the transaction with the Underlying ETF. In that event, the Underlying ETF may be unable to enter into another swap agreement or invest in other derivatives to achieve the desired exposure consistent with the Underlying ETF&#39;s investment objective. This, in turn, may prevent the Underlying ETF from achieving its investment objective, even if the index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Underlying ETF&#39;s return.</li> </ul><ul> <li>Correlation Risk &#8212; There is no guarantee that the Fund or any Underlying ETF will achieve a high degree of correlation with its index, which may hinder its ability to meet its investment objective.</li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives, such as swap agreements, futures contracts or forward contracts, involves risks that are different from those associated with ordinary portfolio securities transactions. Such Underlying ETFs will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount such Underlying ETF expects to receive from counterparties to derivatives and repurchase agreements entered into by the Underlying ETF. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of an Underlying ETF is insufficient or there are delays in an Underlying ETF&#39;s ability to access such collateral, the value of an investment in the Underlying ETF may decline.</li> </ul><ul> <li>Affiliated Fund Risk &#8212; The Fund invests exclusively in Underlying ETFs that are affiliated with ProShare Advisors. The use of affiliated Underlying ETFs subjects ProShare Advisors to potential conflicts of interest; for example, because certain Underlying ETFs pay higher fees to ProShare Advisors than other Underlying ETFs, ProShare Advisors could be incentivized to allocate the Fund&#39;s assets to Underlying ETFs that pay higher fees. Additionally, if an Underlying ETF holds interests in another affiliated ETF, the Fund may be prohibited from purchasing additional shares of that Underlying ETF, which may increase correlation risk.</li> </ul><ul> <li>Investment in Underlying ETFs Risk &#8212; The Fund expects to invest substantially all of its assets in the Underlying ETFs, so the Fund&#39;s investment performance is directly related to the investment performance of the Underlying ETFs. An investment in the Fund is subject to the risks associated with the Underlying ETFs that comprise the Index. The Fund&#39;s NAV will change with changes in the value of the Underlying ETFs in which the Fund invests. As the Underlying ETFs, or the Fund&#39;s allocations among the Underlying ETFs, change from time to time, or to the extent that the expense ratio of the Underlying ETFs changes, the weighted average operating expenses borne by the Fund may increase or decrease. An investment in the Fund will entail more direct and indirect costs and expenses than a direct investment in the Underlying ETFs. For example, the Fund indirectly pays not only a portion of the expenses (including operating expenses and management fees) incurred by the Underlying ETFs, but its own expenses as well. One Underlying ETF may buy the same securities that another Underlying ETF sells. Also, taxable distributions made by the Underlying ETFs could cause the Fund to make a taxable distribution to its shareholders. The value of the Fund&#39;s investment in Underlying ETFs is generally based on secondary market prices and, as such, the Fund may suffer losses due to developments in the security markets, the failure of an active trading market to develop, trading halts or de-listings.</li> </ul><ul> <li>Investment Strategy Risk &#8212; There is no guarantee that the Fund will produce positive returns. The Index allocates to the Underlying ETFs based in large part on the historical performance and other related characteristics of the individual Underlying ETFs, their benchmarks, and the asset classes they represent. There is no guarantee that the Underlying ETFs will continue to perform as they have in the past or as they are expected to perform in the future, or that the Underlying ETFs will meet their investment objectives. Furthermore, the quantitative allocation strategy utilized by the Index may allocate to the Underlying ETFs in a way that proves to be sub-optimal for a given market environment.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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, realizing gains or achieving a high correlation with the Index. Furthermore, the Underlying ETFs in which the Fund invests may have varying degrees of liquidity and associated spreads. Lower liquidity and wider spreads have a negative impact on the Fund&#39;s performance.</li> </ul><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; Certain Underlying ETFs intend to qualify each year for the special tax treatment accorded a RIC and its shareholders. In order to so qualify each such Underlying ETF 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. An Underlying ETF&#39;s pursuit of its investment strategies will potentially be limited by the Underlying ETF&#39;s intention to qualify for such treatment and could adversely affect its ability to so qualify. The Underlying ETF can make certain investments, the treatment of which for these purposes is unclear. If, in any year, an Underlying ETF 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 Underlying ETF would be taxed in the same manner as an ordinary corporation subject to U.S. federal income tax on all its income, which could substantially reduce the Fund&#39;s return on its investment in such Underlying ETF. In addition, such failure could jeopardize the Fund&#39;s status as a RIC. If, in any year, the Fund were to fail to qualify as a RIC, the Fund would be taxed 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&#39;s net assets and the amount of income available for distribution. Please see the Statement of Additional Information for more information.</li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances, (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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 assets 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 or an Underlying ETF could sell a portfolio asset for the value established for it at any time, and it is possible that the Fund or an Underlying ETF would incur a loss because a portfolio investment is sold at a discount to its established value.</li> </ul><p>Risks Related to the Underlying ETFs</p><p>The Fund is subject to the risks of the Underlying ETFs to the extent it allocates to the relevant Underlying ETFs. Investments in the Underlying ETFs may subject the Fund to the following risks:</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Certain Underlying ETFs may obtain investment 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 Underlying ETF to greater risks than investing directly in the reference asset(s) underlying those derivatives (e.g., the securities contained in an Underlying ETF&#39;s index). When an Underlying ETF uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the securities in the index) and the derivative, which may prevent the Underlying ETF from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Underlying ETF to losses in excess of those amounts initially invested.</li> </ul><ul> <li>Counterparty Risk &#8212; Certain Underlying ETFs will invest in derivatives involving third parties (i.e., counterparties). The use of derivatives, such as swap agreements, futures contracts or forward contracts, involves risks that are different from those associated with ordinary portfolio securities transactions. Such Underlying ETFs will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount such Underlying ETF expects to receive from counterparties to derivatives and repurchase agreements entered into by the Underlying ETF. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of an Underlying ETF is insufficient or there are delays in an Underlying ETF&#39;s ability to access such collateral, the value of an investment in the Underlying ETF may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; Certain Underlying ETFs may seek inverse or "short" exposure through financial instruments, which may cause them to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Underlying ETF&#39;s return or result in a loss. To the extent that, at any particular point in time, the securities underlying the short position may be thinly-traded or have a limited market, including due to regulatory action, an Underlying ETF may be unable to meet its investment objective due to a lack of available financial instruments or counterparties. During such periods, the Underlying ETF&#39;s ability to issue additional Creation Units may be adversely affected. Any income, dividends or payments by the assets underlying the Underlying ETF&#39;s short positions will negatively impact the Underlying ETF.</li> </ul><ul> <li>Long/Short Risk &#8212; Certain Underlying ETFs seek both long and short exposure. There is no guarantee that the returns on the Underlying ETFs&#39; long or short positions will produce positive returns and the Underlying ETFs could lose money if either or both the Underlying ETFs&#39; long and short positions produce negative returns. As a result, such investments may give rise to losses that exceed the amount invested in those assets. </li> </ul><ul> <li>Moreover, with respect to the use of swap agreements, if an index has a dramatic intraday move that causes a material decline in an Underlying ETF&#39;s net assets, the terms of a swap agreement between the Underlying ETF and its counterparty may permit the counterparty to immediately close out the transaction with the Underlying ETF. In that event, the Underlying ETF may be unable to enter into another swap agreement or invest in other derivatives to achieve the desired exposure consistent with the Underlying ETF&#39;s investment objective. This, in turn, may prevent the Underlying ETF from achieving its investment objective, even if the index 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 Underlying ETF&#39;s return.</li> </ul><ul> <li>Breakeven Inflation Investing Risk &#8212; ProShares Inflation Expectations ETF seeks investment results, before fees and expenses, that track the FTSE Index. The FTSE Index tracks the performance of (i) long positions in the most recently issued 30-year Treasury Inflation-Protected Securities ("TIPS") and (ii) duration-adjusted short positions in U.S. Treasury bonds of, in aggregate, approximate equivalent duration dollars to the TIPS. The FTSE Index seeks to achieve an overall duration dollar amount of zero. The difference in yield (or spread) between these bonds (Treasury yield minus TIPS yield) is commonly referred to as a "breakeven rate of inflation" ("BEI") and is considered to be a measure of the market&#39;s expectations for inflation over the relevant period. The level of the FTSE i Index (and the fund) will fluctuate based on changes in the value of the underlying bonds, which will likely not be the same on a percentage basis as changes in the BEI. The FTSE Index is not designed to measure or predict the realized rate of inflation, nor does it seek to replicate the returns of any price index or measure of actual consumer price levels. Changes in the BEI are based on the TIPS and U.S. Treasury markets, interest rate and inflation expectations, and fiscal and monetary policy. </li> </ul><ul> <li>There is no guarantee that these factors will combine to produce any particular directional changes in the FTSE Index over time, or that the fund will retain any appreciation in value over extended periods of time, or that the returns of the FTSE Index or the fund will track or outpace the realized rate of inflation, or any price index or measure of actual consumer price levels. It is possible that the returns of the FTSE Index or the fund will not correlate to (or may be the opposite of) the change in the realized rate of inflation, or any price index, or measure of actual consumer price levels. Furthermore, while the BEI provides exposure to inflation expectations, it may also be influenced by other factors, including premiums related to liquidity for certain bonds as well as premiums surrounding the uncertainty of future inflation. These other factors may impact the level of the FTSE Index or the value of the fund in unexpected ways and may cancel out or even reverse the impact of changes in inflation expectations. As a result, an investment in the fund may not serve as an effective hedge against inflation.</li> </ul><ul> <li>Commodity and Currency Risk &#8212; Investments linked to commodity or currency futures contracts can be highly volatile compared to investments in traditional securities and funds holding instruments linked to commodity or currency futures contracts may experience large losses. The value of instruments linked to commodity or currency futures contracts may be affected by market movements, commodity or currency benchmarks (as the case may be), volatility, changes in interest rates, or factors affecting a particular industry, commodity or currency. For example, commodity futures contracts may be affected by numerous factors, including drought, floods, fires, weather, livestock disease, pipeline ruptures or spills, embargoes, tariffs and international, economic, political or regulatory developments. High volatility may have an adverse impact on certain Underlying ETFs beyond the impact of any performance-based losses of the underlying indexes.</li> </ul><ul> <li>Risks Related to a Managed Futures Strategy &#8212; ProShares Managed Futures Strategy ETF is an actively managed ETF that seeks to achieve positive returns that are not directly correlated to broad equity or fixed income markets. The fund uses the S&amp;P&#174; Strategic Futures Index as a performance benchmark (the "Benchmark"). The Benchmark seeks to capture the economic benefit from trends (in either direction) in the physical commodities, interest rates and currencies by taking long or short positions in related futures contracts and is based on a quantitative trading strategy. </li> </ul><ul> <li>The fund takes long or short positions primarily based on the performance trends of the individual components. There can be no assurance that such trends are an accurate indicator of future market movements. In markets without sustained price trends, or markets with significant price movements that quickly reverse, the Underlying ETF may suffer significant losses. The Underlying ETF&#39;s Benchmark is based on futures prices, not spot prices. Futures can perform very differently from spot prices. This Underlying ETF&#39;s exposure to commodity or financial futures markets may subject it to greater volatility than investments in traditional securities, which may adversely affect an investor&#39;s investment in that Underlying ETF. Certain index components of that Underlying ETF have experienced high volatility in the past. </li> </ul><ul> <li>Certain of these futures contracts are subject to risks related to rolling, which is the process in which an Underlying ETF closes out and replaces futures contracts that near expiration with futures contracts with a later expiration. The prices at which the Underlying ETF can replace expiring commodity futures contracts or financial futures contracts may be higher or lower in the nearer months than in the more distant months. The pattern of higher futures prices for longer expiration futures contracts is often referred to as "contango." The pattern of higher futures prices for shorter expiration futures contracts is referred to as "backwardation." The presence of contango in certain commodity futures contracts or financial futures contracts at the time of rolling would be expected to adversely affect long positions held by the Underlying ETF and positively affect short positions held by the Underlying ETF. The presence of backwardation would be expected to adversely affect short positions and positively affect long positions. </li> </ul><ul> <li>The Underlying ETF is not an index tracking ETF and will seek to enhance its performance by actively selecting investments with varying maturities from the underlying components of the Benchmark. If such strategy fails to produce the intended results, the Underlying ETF could underperform the Benchmark or other funds with a similar investment objective and/or strategies. </li> </ul><ul> <li>The Underlying ETF will not invest directly in commodity futures contracts. The Underlying ETF expects to gain exposure to these investments by investing a portion of its assets in a wholly-owned subsidiary of the Underlying ETF organized under the laws of the Cayman Islands (the "Subsidiary"). The Subsidiary is not an investment company registered under the 1940 Act.</li> </ul><ul> <li>Risks Related to a Merger Arbitrage Strategy &#8212; ProShares Merger ETF uses a global merger arbitrage strategy that seeks to capture the spread between the price at which the stock of a company (each such company, a "Target") trades after a proposed acquisition of such Target is announced and the value (cash plus stock) that the acquiring company (the "Acquirer") has proposed to pay for the stock of the Target (a "Spread"). Such a Spread typically exists due to the uncertainty that the announced merger, acquisition or other corporate reorganization (each, a "Deal") will close, and if it closes, that such Deal will be at the initially proposed economic terms. There is no assurance that any of the Deals reflected in this Underlying ETF will be successfully completed. In particular, in certain market conditions, it is possible that most or all of the Deals could fail. If any Deal reflected in this Underlying ETF is not consummated, the Spread between the price offered for the Target and the price at which the shares of the Target trade is expected to widen. In such cases the price of the Target commonly falls back to pre-Deal announcement levels, typically resulting in significant losses well in excess of the post-announcement Spread the strategy attempts to capture. This could adversely affect the performance of this Underlying ETF and the performance of the Fund. Deals may be terminated, renegotiated, or subject to a longer time frame than initially contemplated due to business, regulatory, or other concerns. Any of these events may negatively impact the performance of this Underlying ETF. This Underlying ETF may also delete transactions under certain circumstances, thus precluding any potential future gains. Also, foreign companies involved in pending mergers or acquisitions may present risks distinct from comparable transactions completed solely within the U.S. </li> </ul><ul> <li>Furthermore, the Merger Arbitrage Strategy seeks to hedge its exposure to foreign currencies. These hedges will in many cases not fully eliminate the exposure to a particular currency. In addition, interest rate differentials and additional transaction costs can diminish the effectiveness of a particular hedging position. All of these factors may cause additional risk.</li> </ul><ul> <li>Risks Relating to Investing in Listed Private Equity Companies &#8212; ProShares Global Listed Private Equity ETF may be subject to risks faced by companies in the private equity sector, in particular the returns of such companies&#39; underlying investments. There are certain risks inherent in investing in listed private equity companies, which encompass business development companies ("BDCs") and other financial institutions whose principal business is to invest in and provide mezzanine financing to privately held companies. Generally, little public information exists for privately held companies, and there is a risk that investors in such companies may not be able to make a fully informed investment decision. Private equity securities also carry risks associated with unclear ownership and market access constraints. In addition, at times, a private equity company may hold a significant portion of its assets in cash or cash equivalents (e.g., after divesting itself of its interests in a portfolio company upon the portfolio company&#39;s IPO, merger or recapitalization). This may result in lower returns than if the private equity company had invested such cash or cash equivalents in successful portfolio companies. Furthermore, investments in listed private equity companies may include investments in BDCs. BDCs are special investment vehicles designed to facilitate capital formation for small and middle-market companies. BDCs are registered under the 1940 Act, but may be exempt from many of its regulatory constraints provided that they comply with certain investment guidelines. BDCs may carry additional risks such as limited investment opportunities, uncertainties surrounding valuation, leverage and management risk.</li> </ul><ul> <li>Risks Relating to Restrictions on Investment Company Investments &#8212; Certain Underlying ETFs that invest in BDCs or other investment companies may not acquire greater than three percent (3%) of the total outstanding shares of such companies. As a result, the ability of such Underlying ETFs to purchase certain of the securities as dictated by their strategy could be limited. In these circumstances, such Underlying ETF may be required to use sampling techniques, which could increase "Correlation Risk", as described above.</li> </ul><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the underlying index may underperform other debt instruments that track other markets, segments and sectors.</p><ul> <li>U.S. Treasury Market Risk &#8212; The U.S. Treasury market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury obligations to decline. </li> </ul><ul> <li>Equity and Market Risk &#8212; Equity markets are volatile, and the value of securities 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, stocks in the underlying index may underperform other equity investments. Volatility in the markets and/or market developments may cause the value of an investment in an Underlying ETF to decrease over short or long periods of time.</li> </ul><ul> <li>Foreign Currency Risk/Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus similar investments that do not have foreign currency exposure. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, certain Underlying ETFs may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings. In certain "restricted market" countries (which limit the ability of non-nationals to transact in those countries&#39; currencies), the Underlying ETF will be limited in its ability to use multiple dealers to obtain exchange rates. This may result in potentially higher costs for the Underlying ETF, and increased correlation risk. Further, the limitation on dealers may cause delays in execution, which may also increase correlation risk.</li> </ul><ul> <li>Foreign Investments Risk/Exposure to Foreign Investments Risk &#8212; Investing in securities of foreign issuers may provide Underlying ETFs with increased risk. Various factors related to foreign investments may negatively impact the Underlying ETFs&#39; and their respective Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Underlying ETFs might encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than might be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Underlying ETFs&#39; ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Underlying ETFs are exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Underlying ETFs that focus their investments in particular foreign countries or geographic regions, may be more volatile than more geographically diversified funds. The performance of these Underlying ETFs will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Benchmark/Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There is no guarantee or assurance that the methodology used to create the Index, or a benchmark or index for a particular Underlying ETF, will result in the Fund or an Underlying ETF, as applicable, achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index, or a benchmark or index for a particular Underlying ETF, or the daily calculation of the Index, or a benchmark or index for a particular Underlying ETF, will be free from error. It is also possible that the value of the Index, or a benchmark or index for a particular Underlying ETF, may be subject to intentional manipulation by third-party market participants. The Index or benchmark for a particular Underlying ETF may underperform, and the Fund or an Underlying ETF could lose value, while the levels of other indices or measures of market performance increase in value. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>In addition, the Merrill Lynch Factor Model &#8212; Exchange Series, the benchmark for ProShares Hedge Replication ETF (an Underlying ETF), does not in any way represent a managed hedge fund or group of hedge funds, and there is no guarantee that it will achieve returns correlated with any hedge fund, group of hedge funds, or the HFRI (an index that the Merrill Lynch Factor Model &#8212; Exchange Series is designed to correlate to). Neither ProShare Advisors nor the Model Sponsor has any control over the composition or compilation of the HFRI, and there is no guarantee that the HFRI will continue to be produced.</li> </ul><p>Each of the Underlying ETFs is also subject to the following risks described above under the caption "Principal Risks Related to the Fund": Correlation Risk, Early Close/Late Close/Trading Halt Risk, Liquidity Risk, Market Price Variance Risk, Portfolio Turnover Risk, Tax Risk and Valuation Risk.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> Ultra MSCI Brazil Capped Important Information About the Fund ProShares Ultra MSCI Brazil Capped (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the MSCI Brazil 25/50 Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by MSCI Inc. The MSCI Brazil 25/50 Index is designed to measure the performance of the large and mid cap segments of the Brazilian market. It applies certain investment limits that are imposed on regulated investment companies, or RICs, under the current US Internal Revenue Code. The Index covers approximately 85% of the free float-adjusted market capitalization in Brazil. The Index is published under the Bloomberg ticker symbol "MXBR2550."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><ul> <li>Depositary Receipts &#8212; The Fund may invest in depositary receipts, which principally include: </li> </ul><ul> <li>American Depositary Receipts (ADRs), which represent the right to receive securities of foreign issuers deposited in a bank or trust company and are an alternative to purchasing the underlying securities in their national markets and currencies</li> </ul><ul> <li>Global Depositary Receipts (GDRs), which are receipts for shares in a foreign-based corporation traded in capital markets around the world. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the financials industry group and was focused in the materials industry group. The Index was also concentrated in Brazil.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 36.55%. The Index&#39;s highest May to May volatility rate during the five-year period was 52.03% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was -0.33%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Exposure to Brazilian Investments Risk &#8212; The Brazilian economy is sensitive to fluctuations in commodity prices and commodity markets, and is heavily dependent on trading with key partners. Any changes in the volume of this trading, in taxes or tariffs, or in political relationships between nations may adversely affect the Brazilian economy and, as a result, the Fund&#39;s investments. The Brazilian economy has historically been exposed to high rates of inflation and a high level of debt, each of which may reduce and/or prevent economic growth. The Brazilian government currently imposes significant taxes on the transfer of currency. While the Brazilian economy has experienced growth in recent years, there is no guarantee that this growth will continue.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Exposure to Foreign Investments/Emerging Market Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra MSCI Emerging Markets Important Information About the Fund ProShares Ultra MSCI Emerging Markets (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the MSCI Emerging Markets Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted market capitalization in emerging market countries. As of June 20, 2020, the Index consisted of the following 26 emerging market country indexes: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. The Index is published under the Bloomberg ticker symbol "MXEF."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><ul> <li>Depositary Receipts &#8212; The Fund may invest in depositary receipts, which principally include: </li> </ul><ul> <li>American Depositary Receipts (ADRs), which represent the right to receive securities of foreign issuers deposited in a bank or trust company and are an alternative to purchasing the underlying securities in their national markets and currencies</li> </ul><ul> <li>Global Depositary Receipts (GDRs), which are receipts for shares in a foreign-based corporation traded in capital markets around the world. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the financials, information technology and consumer discretionary industry groups. The Index was also concentrated in China.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 16.44%. The Index&#39;s highest May to May volatility rate during the five-year period was 22.21% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 0.88%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Exposure to Foreign Investments/Emerging Market Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> RAFITM Long/Short Investment Objective <p>ProShares RAFI^TM&#160;Long/Short (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE RAFI^TM&#160;US 1000 Long/Short Total Return Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 25% of the average value of its entire portfolio. </p><p>This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index is constructed and maintained by FTSE International Limited. The Index allocates an aggregate equal dollar amount to both long and short equity positions each time that the Index rebalances. This allocation is based on a comparison of Research Affiliates Fundamental Index&#174; weightings with traditional market capitalization weightings. To be "long" means to hold or have long exposure to an asset with the expectation that its value will increase over time. To be "short" means to sell or have short exposure to an asset with the expectation that it will fall in value. The long position of the Index consists of the equity securities in the FTSE RAFI US 1000 Total Return Index (the "Long Index"), and the short position of the Index consists of the securities included in the Russell 1000 Total Return Index (the "Short Index"). The Long Index is a "fundamental" index which uses non-price measures of company size (such as sales, dividends, cash flow or book value) to select and weight the securities in the Long Index. The Short Index is a capitalization weighted index. Capitalization-weighted indexes weight securities based on the price of the securities in the index and not fundamental factors. The Index leverages a theory that index weighting based on market capitalization (i.e., price) results in overweighting of overpriced securities and underweighting of underpriced securities. By obtaining long exposure to a non-capitalization weighted "fundamental" index and short exposure to a market capitalization weighted index in an equal dollar amount, the Index seeks to deliver the difference in performance (outperformance or underperformance) between the fundamentally weighted index and the market capitalization weighted index. In general, when fundamental weighting is outperforming capitalization weighting, the Index, expects to have positive performance. When capitalization weighting is outperforming fundamental weighting, the Index and Fund expect to have negative performance. The Index is published under the Bloomberg ticker symbol "FR10LSTR."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in or taking short positions in the equity securities comprising the Index. These derivatives principally include:</li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the information technology industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain short exposure through financial instruments, or require the Fund to seek short exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the financial instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available financial instruments or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining short exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Long/Short Risk &#8212; The Fund seeks long exposure to certain factors and short exposure to certain other factors. There is no guarantee that the returns on the Fund&#39;s long or short positions will produce positive returns and the Fund could lose money if either or both the Fund&#39;s long and short positions produce negative returns.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> S&amp;P 500&#174; Ex-Health Care ETF Investment Objective <p>ProShares S&amp;P 500&#174; Ex-Health Care ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&amp;P 500&#174; Ex-Health Care Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 5% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index and Fund seek to provide exposure to the companies of the S&amp;P 500&#174; Index (the "S&amp;P 500&#174;") with the exception of those companies included in the Health Care Sector. The S&amp;P 500&#174; is a measure of large-cap U.S. stock market performance. It is a float adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is constructed and maintained by S&amp;P Dow Jones LLC. The Index classifies each company in the S&amp;P 500&#174; as part of a particular Sector using the Global Industry Classification Standards ("GICS"), which are jointly produced by S&amp;P Dow Jones Indices and MSCI, to define companies within a sector. As of June 30, 2020 the following sectors are included within GICS: Consumer Discretionary, Consumer Staples, Energy, Financials, Industrials, Information Technology, Materials, Communication Services, Real Estate, and Utilities. A Sector is comprised of multiple industries. For example, the Health Care Sector is comprised of companies in, among others, the health care providers, services, and technology industries. The Index consists of companies from each of the Sectors other than the Health Care Sector. Each security in the Index is weighted by float-adjusted market capitalization according to the same rules as the S&amp;P 500&#174;. The Index is published under the Bloomberg ticker symbol "SPXXHCT."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities &#8212; The Fund invests in common stock issued by public companies.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> UltraShort Real Estate Important Information About the Fund ProShares UltraShort Real Estate (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the Dow Jones U.S. Real EstateSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the real estate industry of the U.S. equity market. Component companies include, among others, real estate holding and development and real estate services companies and real estate investment trusts ("REITs"). REITs are passive investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. The Index is published under the Bloomberg ticker symbol "DJUSRE."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the banks and diversified financials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.88%. The Index&#39;s highest May to May volatility rate during the five-year period was 39.85% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 4.85%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Real Estate Industry Risk &#8212; Investing in securities of real estate companies includes risks such as: fluctuations in the value of the underlying properties; periodic overbuilding and market saturation; changes in general and local economic conditions; changes in demographic trends, such as population shifts or changing tastes and values; concentration in a particular geographic region or property type; catastrophic events such as earthquakes, hurricanes and terrorist acts; casualty or condemnation losses; decreases in market rates for rents; increased competition; increases in property taxes, interest rates, capital expenditures, or operating expenses; changes in the availability, cost and terms of mortgage funds; defaults by borrowers or tenants; and other economic, political or regulatory occurrences, including the impact of changes in environmental laws, that may affect the real estate industry. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra S&amp;P 500&#174; Important Information About the Fund ProShares Ultra S&amp;P500&#174; (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the S&amp;P 500&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 46% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is published under the Bloomberg ticker symbol "SPX."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the health care industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 19.15%. The Index&#39;s highest May to May volatility rate during the five-year period was 32.96% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 9.85%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra Communication Services Select Sector Important Information About the Fund ProShares Ultra Communication Services Select Sector (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the S&amp;P Communication Services Select Sector Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 144% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index represents the communication services sector of the S&amp;P 500 Index ("S&amp;P 500"). The Index is one of eleven (11) of the S&amp;P Select Sector Indices (the "Select Sector Indices"), each designed to measure the performance of a sector of the S&amp;P 500. Membership in the Select Sector Indices is generally determined by the Global Industry Classification Standard ("GICS"), which classifies securities primarily based on revenues; however, earnings and market perception are also considered. The Index includes equity securities of companies from the following industries: diversified telecommunications services; wireless telecommunications services; media; entertainment; and interactive media &amp; services. As of May 31, 2020, the top five companies in the Index by weight (i.e., percentage) are Alphabet Inc, Facebook Inc, T-Mobile US Inc, Electronic Arts, Activision Blizzard Inc. The Index is sponsored by Standard &amp; Poor&#39;s (the "Index Provider"), which is not affiliated with the Fund or ProShare Advisors. The Index Provider determines the composition of the Index and relative weightings of the Index constituents, and publishes information regarding the market value of the Index. The components of the Index may change over time. The Index is published under the Bloomberg ticker symbol "IXCTR".</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the media &amp; entertainment industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index incepted on April 30, 2018. For the period since the inception of the Index through May 31, 2020, the Index&#39;s annualized historical volatility rate was 25.70%. If the Index had been in operation for the five-year period ended May 31, 2020, the Index&#39;s hypothetical annualized volatility rate would have been 20.33%. The Index&#39;s highest May to May hypothetical volatility rate during the five-year period would have been 31.06% (May 29, 2020). The Index&#39;s annualized total return performance for the period since the inception of the Index through May 31, 2020 was 22.54%.</li> </ul><p>Hypothetical Index volatility and performance is based on criteria applied retroactively with the benefit of hindsight and knowledge of factors that may have positively affected its performance, and cannot account for all the financial risk that may affect the actual performance of the Fund. Actual performance of the Fund may vary significantly from the hypothetical performance. Historical and hypothetical index volatility and performance are not indications of what the index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the index may differ from the volatility of the index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Communication Services Industry Risk &#8212; The risk of investments in the industry include: the potential obsolescence of products and services due to increasing competition from the innovation of competitors; increased research and development costs and capital requirements to formulate new products and services that utilize new technology; pricing new and existing products to match or beat industry competitors, shifting demographics and changes to consumer taste, which can negatively impact profitability; and regulation by the Federal Communications Commission, and various state regulatory authorities. Companies in the communication services industry may be more susceptible to cybersecurity issues than companies in other industries, including hacking, theft of proprietary or consumer information, and disruptions in service.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p>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.</p> UltraShort FTSE Europe Important Information About the Fund ProShares UltraShort FTSE Europe (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the FTSE Developed Europe All Cap Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by FTSE International Limited. The Index is a free float-adjusted market cap weighted index representing the performance of large, mid- and small cap companies in Developed European markets, including the UK. As of June 5, 2020, the Index consisted of the following 16 developed market countries: Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, Norway, Poland, Portugal, Spain, Sweden, Switzerland and the United Kingdom. The Index is published under the Bloomberg ticker symbol "ACDER."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the financials and health care industry groups. The Index was concentrated in Europe and focused in the United Kingdom, Switzerland, and France.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 18.30%. The Index&#39;s highest May to May volatility rate during the five-year period was 26.84% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 0.48%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Exposure to European Investments Risk &#8212; Many countries are members of the European Union (the "EU") and all European countries may be significantly affected by EU policies and may be highly dependent on the economies of their fellow members. The European financial markets have experienced significant volatility and several European countries have been adversely affected by unemployment, budget deficits and economic downturns. In addition, several European countries have experienced credit rating downgrades, rising government debt levels and, for certain European countries (including Spain, Portugal, Ireland and Italy), weaknesses in sovereign debt. These events, along with decreasing imports or exports, changes in governmental or EU regulations on trade, the default or threat of default by a European country on its sovereign debt, an economic recession in a European country, or the threat of a European country to leave the EU may have a significant adverse effect on the affected European country, issuers in the affected European country, the economies of other European countries, or their trading partners. Such events, or even the threat of these events, may cause the value of securities issued by issuers in such European countries to fall, in some cases drastically. These events may also cause further volatility in the European financial markets. To the extent that the Fund&#39;s assets are exposed to investments from issuers in European countries or denominated in euro, their trading partners, or other European countries, these events may negatively impact the performance of the Fund. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Exposure to Foreign Investments Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort Utilities Important Information About the Fund ProShares UltraShort Utilities (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the Dow Jones U.S. UtilitiesSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the utilities industry of the U.S. equity market. Component companies include, among others, electric utilities, gas utilities, multi-utilities and water utilities. The Index is published under the Bloomberg ticker symbol "DJUSUT."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the utilities industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 20.79%. The Index&#39;s highest May to May volatility rate during the five-year period was 37.23% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 9.72%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Utilities Industry Risk &#8212; The risks of investments in the industry include: review and limitation of rates by governmental regulatory commissions; the fact that the value of regulated utility debt instruments (and, to a lesser extent, equity securities) tends to have an inverse relationship to the movement of interest rates; the risk that utilities may engage in riskier ventures where they have little or no experience; as deregulation allows utilities to diversify outside of their original geographic regions and their traditional lines of business and greater competition as a result of deregulation, which may adversely affect profitability due to lower operating margins, higher costs and diversification into unprofitable business lines.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Global Listed Private Equity ETF Investment Objective <p>ProShares Global Listed Private Equity ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the LPX Direct Listed Private Equity Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 20% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index, published by LPX AG ("LPX"), consists of up to 30 qualifying listed private equity companies. A listed private equity company is an eligible candidate for the Index if its direct private equity investments, as well as cash and cash equivalent positions and post-initial public offering listed investments, represent more than 80% of the total assets of the company. LPX considers direct private equity investments to be direct investments noted on the balance sheet of the listed private equity company in the equity, mezzanine or debt facility of an underlying private company or investments in limited partnerships managed by the management portion of the listed private equity company. Each candidate for the Index will have a majority of its assets invested in or exposed to private companies or have a stated intention to have a majority of its assets invested in or exposed to private companies. The Index applies a liquidity screen to qualifying companies and then includes up to 30 of the remaining companies based on, among other things, greater relative trading volume (i.e., trading volume relative to the market capitalization of the company). The Index historically has included securities of all market capitalizations, from micro- to large-cap. The Index is reconstituted quarterly and is published under the Bloomberg ticker symbol "LPXDITU."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities &#8212; The Fund invests in common stock issued by U.S. and foreign public companies, including in large part business development companies ("BDCs") for U.S. domiciled companies. BDCs are specialized investment vehicles that provide financing to small- and middle-market companies and offer managerial expertise, as needed, to assist those companies.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the financials industry group. The Index was also concentrated in the U.S. and Europe and was focused in the United Kingdom.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Risks Relating to Investing in Business Development Companies (BDCs) &#8212; BDCs are special investment vehicles designed to facilitate capital formation for small and middle-market companies. BDCs are closed-end investment companies subject to the 1940 Act; however, BDCs are exempt from many of the regulatory constraints imposed by the 1940 Act. A BDC is a domestic company that (1) operates for the purpose of making investments in certain securities and, with limited exceptions, makes available "significant managerial assistance" with respect to the issuers of such securities, and (2) has elected business development company status. As a general matter, a BDC must maintain at least 70% of its investments in certain types of eligible portfolio companies that do not have securities listed on a national securities exchange or that have less than $250 million in aggregate market value. The Fund is subject to risks faced by BDCs, including: increasing competition for limited BDC investment opportunities; potential uncertainty as to the value of a BDC&#39;s private investments; risks associated with leverage; and reliance on a BDC&#39;s managerial acumen.</li> </ul><ul> <li>Risks Relating to Restrictions on Investment Company Investments &#8212; A significant portion of the Index is composed of BDCs or other investment companies. The Fund may not acquire greater than three percent (3%) of the total outstanding shares of such companies. As a result, the Fund&#39;s ability to purchase certain of the securities in the Index in the proportions represented in the Index could be inhibited. In these circumstances, the Fund may be required to use sampling techniques, which could increase "Correlation Risk", as described above.</li> </ul><ul> <li>Risks Relating to Investing in Listed Private Equity Companies &#8212; The Fund is subject to risks faced by companies in the private equity sector, in particular the returns of such companies&#39; underlying investments. There are certain risks inherent in investing in listed private equity companies, which encompass BDCs and other financial institutions whose principal business is to invest in and provide mezzanine financing to privately held companies. Generally, little public information exists for privately held companies, and there is a risk that investors in such companies may not be able to make a fully informed investment decision. Private equity securities also carry risks associated with unclear ownership and market access constraints. In addition, at times, a private equity company may hold a significant portion of its assets in cash or cash equivalents (e.g., after divesting itself of its interests in a portfolio company upon the portfolio company&#39;s IPO, merger or recapitalization). This may result in lower returns than if the private equity company had invested such cash or cash equivalents in successful portfolio companies. </li> </ul><ul> <li>Equity and Market Risk &#8212; Equity markets are volatile, and the value of securities 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, stocks in the Index 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.</li> </ul><ul> <li>Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><p>In certain "restricted market" countries (which limit the ability of non-nationals to transact in those countries&#39; currencies), the Fund will be limited in its ability to use multiple dealers to obtain exchange rates. This may result in potentially higher costs for the Funds, and increased correlation risk. Further limitations on dealers may cause delays in execution, which may also increase correlation risk.</p><ul> <li>Foreign Investments/Emerging Market Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> Ultra FTSE China 50 Important Information About the Fund ProShares Ultra FTSE China 50 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the FTSE China 50 Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by FTSE International Limited. The Index consists of 50 of the largest and most liquid Chinese stocks listed and traded on the Stock Exchange of Hong Kong. The Index is published under the Bloomberg ticker symbol "XINOI."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><ul> <li>Depositary Receipts &#8212; The Fund may invest in depositary receipts, which principally include: </li> </ul><ul> <li>American Depositary Receipts (ADRs), which represent the right to receive securities of foreign issuers deposited in a bank or trust company and are an alternative to purchasing the underlying securities in their national markets and currencies</li> </ul><ul> <li>Global Depositary Receipts (GDRs), which are receipts for shares in a foreign-based corporation traded in capital markets around the world. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated the financials industry group and was focused in the communication services industry group. The index was also concentrated in China.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.80%. The Index&#39;s highest May to May volatility rate during the five-year period was 27.70% (May 31, 2016). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was -1.41%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Exposure to Chinese Investments Risk &#8212; Investments in securities of issuers in China include risks such as, but are not limited to, less developed or less efficient trading markets; heightened risk of inefficiency, volatility and pricing anomalies of portfolio holdings resulting from government control of markets; currency fluctuations or blockage; nationalization of assets; limits on repatriation; uncertainty surrounding trading suspensions; a lack of publicly available information (as compared to many other countries); and natural disasters particularly likely to occur in China. Changes in Chinese government policy and economic growth rates could significantly affect local markets and the entire Greater China region. China has yet to develop comprehensive securities, corporate, or commercial laws, and its economy is experiencing a relative slowdown. China is an emerging market and demonstrates significantly higher volatility from time to time in comparison to developed markets. Internal social unrest or confrontations with neighboring countries may also disrupt economic development in China and result in a greater risk of currency fluctuations, currency non-convertibility, interest rate fluctuations, and higher rates of inflation. Investments in securities of Chinese companies are subject to China&#39;s heavy dependence on exports. Reductions in spending on Chinese products and services, institution of tariffs or other trade barriers, including as a result of heightened trade tensions between China and the United States, or a downturn in any of the economies of China&#39;s key trading partners may have an adverse impact on the Chinese economy and the values of Chinese companies. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities and have shown a willingness to exercise that option in response to market volatility and other events. The liquidity of Chinese securities may shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions, whether or not accurate.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Exposure to Foreign Investments/Emerging Market Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra Telecommunications Important Information About the Fund ProShares Ultra Telecommunications (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Dow Jones U.S. Select TelecommunicationsSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 29% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index is a measure of U.S. stockmarket performance of fixed line (regional and long-distance carriers) and mobile telephone services (cellular, satellite and paging services). The Index is published under the Bloomberg ticker symbol "DJSTEL."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the telecommunication services and technology hardware &amp; equipment industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 20.74%. The Index&#39;s highest May to May volatility rate during the five-year period was 29.15% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 1.31%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Telecommunication Services Industry Risk &#8212; The risks of investments in the industry include: a telecommunications market characterized by increasing competition and regulation by the Federal Communications Commission and various state regulatory authorities; the need to commit substantial capital to meet increasing competition, particularly in formulating new products and services using new technology; and technological innovations that may make various products and services obsolete. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort Semiconductors Important Information About the Fund ProShares UltraShort Semiconductors (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the Dow Jones U.S. SemiconductorsSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the semiconductor sub-sector of the U.S. equity market. Component companies are engaged in the production and distribution of semiconductors and other integrated chips, as well as other related products such as semiconductor capital equipment and mother-boards. The Index is published under the Bloomberg ticker symbol "DJUSSC."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in semiconductors &amp; semiconductor equipment industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 29.48%. The Index&#39;s highest May to May volatility rate during the five-year period was 46.37% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 19.54%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Semiconductors and Semiconductor Equipment Industry Risk &#8212; The risks of investments in the industry include: intense competition, both domestically and internationally, including competition from subsidized foreign competitors with lower production costs; wide fluctuations in securities prices due to risks of rapid obsolescence of products; economic performance of the customers of semiconductor companies; their research costs and the risks that their products may not prove commercially successful; capital equipment expenditures that could be substantial and suffer from rapid obsolescence; and thin capitalization and limited product lines, markets, financial resources or personnel. The semiconductors sector may also be affected by risks that affect the broader technology sector, including: government regulation; dramatic and often unpredictable changes in growth rates and competition for qualified personnel; heavy dependence on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability; and a small number of companies representing a large portion of the technology sector as a whole.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra Basic Materials Important Information About the Fund ProShares Ultra Basic Materials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Dow Jones U.S. Basic MaterialsSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 6% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the basic materials industry of the U.S. equity market. Component companies are involved in the production of aluminum, steel, non-ferrous metals, commodity chemicals, specialty chemicals, forest products, paper products, as well as the mining of precious metals and coal. The Index is published under the Bloomberg ticker symbol "DJUSBM."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the materials industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 23.00%. The Index&#39;s highest May to May volatility rate during the five-year period was 36.92% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 2.95%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Materials Industry Risk &#8212; The risks of investments in the industry include: adverse effects from commodity price volatility, exchange rates, import controls and increased competition; the possibility that production of industrial materials will exceed demand as a result of overbuilding or economic downturns, leading to poor investment returns; risk for environmental damage and product liability claims; and adverse effects from depletion of resources, technical progress, labor relations and government regulations. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Short MSCI Emerging Markets Important Information About the Fund ProShares Short MSCI Emerging Markets (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the MSCI Emerging Markets Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted market capitalization in emerging market countries. As of June 20, 2020, the Index consisted of the following 26 emerging market country indexes: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. The Index is published under the Bloomberg ticker symbol "MXEF."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the financials, information technology and consumer discretionary industry groups. The Index was also concentrated in China.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 16.44%. The Index&#39;s highest May to May volatility rate during the five-year period was 22.21% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 0.88%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Exposure to Foreign Investments/Emerging Market Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Inflation Expectations ETF Investment Objective <p>ProShares Inflation Expectations ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE 30-Year TIPS (Treasury Rate-Hedged) Index (the "Index").</p><p>Unlike many traditional bond funds, the Fund is not designed to provide a steady stream of income.</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 21% of the average value of its entire portfolio. </p><p>This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index tracks the performance of (i) long position in the most recently issued 30-year Treasury Inflation-Protected Securities ("TIPS") and (ii) duration-adjusted short position in U.S. Treasury bonds of, in aggregate, approximate equivalent duration dollars to the TIPS. The Index serves a third position, which is a cash equivalent security that represents the repo rate earned on the short position<b>. The Index is designed to measure the performance of the Break Even Rate of Inflation (BEI). The Index is not designed to measure the realized rate of inflation, nor does it seek to replicate the returns of any index or measure of actual consumer price levels.</b> The Index is constructed and maintained by FTSE International Limited. The Index is published under the Bloomberg ticker symbol "CFIIRINF."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>U.S. Treasury Securities &#8212; The Fund has exposure to securities issued by the U.S. Treasury, in particular the following:</li> </ul><ul> <li>U.S. Treasury Inflation-Protected Securities &#8212; The Fund generally takes long positions (or obtains long exposure via derivatives, as further described below) in TIPS, which are inflation-protected public obligations of the U.S. Treasury. TIPS are income-generating instruments whose interest and principal payments are adjusted for inflation &#8212; 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 bond, follows a designated inflation index, such as the consumer price index. A fixed coupon rate is applied to the inflation-adjusted principal so that as inflation rises, the values of both the principal and the interest payments increase. This can provide investors with a hedge against inflation, as it helps preserve the purchasing power of an investment. Because of this inflation adjustment feature, inflation-protected bonds typically have lower yields than conventional fixed-rate bonds.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in or making short sales of the fixed income securities underlying the Index. These derivatives principally include:</li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain short exposure through financial instruments, or require the Fund to seek short exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the financial instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available financial instruments or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining short exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Long/Short Risk &#8212; The Fund seeks long exposure to certain financial instruments and short exposure to certain other financial instruments. There is no guarantee that the returns on the Fund&#39;s long or short positions will produce positive returns and the Fund could lose money if either or both the Fund&#39;s long and short positions produce negative returns. In addition, the Fund may gain enhanced long exposure to certain financial instruments (i.e., obtain investment exposure that exceeds the amount directly invested in those assets, a form of leverage) and, under such circumstances, will lose more money in market environments that are adverse to its long positions than funds that do not employ such leverage. As a result, such investments may give rise to losses that exceed the amount invested in those assets.</li> </ul><ul> <li>Breakeven Inflation Investing Risk &#8212; The Index tracks the performance of (i) long positions in the most recently issued 30-year TIPS and (ii) duration-adjusted short positions in U.S. Treasury bonds of, in aggregate, approximate equivalent duration dollars to the TIPS. The Index seeks to achieve an overall duration dollar amount of zero. The difference in yield (or spread) between these bonds (Treasury yield minus TIPS yield) is commonly referred to as a "breakeven rate of inflation" ("BEI") and is considered to be a measure of the market&#39;s expectations for inflation over the relevant period. The level of the Index (and the Fund) will fluctuate based on changes in the value of the underlying bonds, which will likely not be the same on a percentage basis as changes in the BEI. The Index is not designed to measure or predict the realized rate of inflation, nor does it seek to replicate the returns of any price index or measure of actual consumer price levels. Changes in the BEI are based on the TIPS and U.S. Treasury markets, interest rate and inflation expectations, and fiscal and monetary policy. </li> </ul><ul> <li>There is no guarantee that these factors will combine to produce any particular directional changes in the Index over time, or that the Fund will retain any appreciation in value over extended periods of time, or that the returns of the Index or the Fund will track or outpace the realized rate of inflation, or any price index or measure of actual consumer price levels. It is possible that the returns of the Index or the Fund will not correlate to (or may be the opposite of) the change in the realized rate of inflation, or any price index, or measure of actual consumer price levels. Furthermore, while the BEI provides exposure to inflation expectations, it may also be influenced by other factors, including premiums related to liquidity for certain bonds as well as premiums surrounding the uncertainty of future inflation. These other factors may impact the level of the Index or the value of the Fund in unexpected ways and may cancel out or even reverse the impact of changes in inflation expectations. As a result, an investment in the Fund may not serve as an effective hedge against inflation.</li> </ul><ul> <li>Inflation-Indexed Security Risk &#8212; The value of an inflation-indexed security (such as TIPS) tends to decrease when real interest rates increase, and tend to increase when real interest rates decrease. Real interest rates are generally measured as a nominal interest rate less an inflation rate.</li> </ul><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the Index may underperform other debt instruments that track other markets, segments and sectors. </p><ul> <li>U.S. Treasury Market Risk &#8212; The U.S. Treasury market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury obligations to decline. </li> </ul><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><ul> <li>The Fund seeks to mitigate this risk by taking short positions in U.S. Treasury Securities; such short positions should increase in value in rising interest rate environments and should decrease in value in falling interest rate environments, thereby mitigating gains and losses in the Fund&#39;s investment positions arising from changing Treasury interest rates. The Fund does not attempt to mitigate credit risk or other factors which may have a greater influence on its investments than interest rate risk. Such other factors may impact debt instrument prices in an opposite way than interest rates making it difficult to directly observe the impact of changes in interest rates on debt instruments. When interest rates fall, an unhedged investment in the same debt instrument will outperform the Fund. Because the duration hedge is reset on a monthly basis, interest rate risk can develop intra-month. Furthermore, while the Fund is designed to hedge the interest rate exposure of the long bond positions, it is possible that a degree of exposure may remain even at the time of rebalance.</li> </ul><ul> <li>Prepayment Risk &#8212; Many types of debt instruments are subject to prepayment risk, which is the risk that the issuer of the security will repay principal (in part or in whole) prior to the maturity date. Debt instruments allowing prepayment may offer less potential for gains during a period of declining interest rates, as the proceeds may be reinvested at lower interest rates.</li> </ul><ul> <li>Hedging Risk &#8212; The Index seeks to mitigate the potential negative impact of rising Treasury interest rates on the performance of TIPS. The short positions in U.S. Treasury Securities are not intended to mitigate inflation risk or other factors influencing the BEI, which may have a greater impact than rising or falling interest rates. There is no guarantee that the short positions will completely eliminate the interest rate risk of the TIP positions. The hedge cannot fully account for changes in the shape of the Treasury interest rate (yield) curve. Because the duration hedge is reset on a monthly basis, interest rate risk can develop intra-month. The Fund could lose money if either or both of the Fund&#39;s long and short positions produce negative returns. </li> </ul><ul> <li>When interest rates fall, an unhedged investment in the same TIPS will outperform the Fund. Performance of the Fund could be particularly poor if the BEI deteriorates at the same time Treasury interest rates fall. Furthermore, when interest rates remain unchanged, an investment in the Fund will underperform a long-only investment in the same TIPS due to the ongoing costs associated with short exposure to Treasury securities.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> Ultra SmallCap600 Important Information About the Fund ProShares Ultra SmallCap600 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the S&amp;P SmallCap 600&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 53% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index is a measure of small-cap company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 600 U.S. operating companies selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float. The Index is published under the Bloomberg ticker symbol "SML."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the industrials, information technology and financials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 23.43%. The Index&#39;s highest May to May volatility rate during the five-year period was 40.97% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 3.92%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraPro Short S&amp;P 500&#174; Important Information About the Fund ProShares UltraPro Short S&amp;P500 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the return of the S&amp;P 500&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-3x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-3x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is published under the Bloomberg ticker symbol "SPX."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-3x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of three times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from three times the inverse (-3x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the health care industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of three times the inverse (-3x) the Index, a single day movement in the Index approaching 33% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from three times the inverse (-3x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than three times the inverse (-3x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Three Times<br />the Inverse<br />(-3x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">180%</td> <td valign="top" align="left">1371.5%</td> <td valign="top" align="left">973.9%</td> <td valign="top" align="left">248.6%</td> <td valign="top" align="left">-46.5%</td> <td valign="top" align="left">-96.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">150%</td> <td valign="top" align="left">653.4%</td> <td valign="top" align="left">449.8%</td> <td valign="top" align="left">78.5%</td> <td valign="top" align="left">-72.6%</td> <td valign="top" align="left">-98.0%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">336.0%</td> <td valign="top" align="left">218.2%</td> <td valign="top" align="left">3.3%</td> <td valign="top" align="left">-84.2%</td> <td valign="top" align="left">-98.9%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">90%</td> <td valign="top" align="left">174.6%</td> <td valign="top" align="left">100.4%</td> <td valign="top" align="left">-34.9%</td> <td valign="top" align="left">-90.0%</td> <td valign="top" align="left">-99.3%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">83.9%</td> <td valign="top" align="left">34.2%</td> <td valign="top" align="left">-56.4%</td> <td valign="top" align="left">-93.3%</td> <td valign="top" align="left">-99.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left">29.2%</td> <td valign="top" align="left">-5.7%</td> <td valign="top" align="left">-69.4%</td> <td valign="top" align="left">-95.3%</td> <td valign="top" align="left">-99.7%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-5.8%</td> <td valign="top" align="left">-31.3%</td> <td valign="top" align="left">-77.7%</td> <td valign="top" align="left">-96.6%</td> <td valign="top" align="left">-99.8%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-29.2%</td> <td valign="top" align="left">-48.4%</td> <td valign="top" align="left">-83.2%</td> <td valign="top" align="left">-97.4%</td> <td valign="top" align="left">-99.8%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-45.5%</td> <td valign="top" align="left">-60.2%</td> <td valign="top" align="left">-87.1%</td> <td valign="top" align="left">-98.0%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-90%</td> <td valign="top" align="left">-57.1%</td> <td valign="top" align="left">-68.7%</td> <td valign="top" align="left">-89.8%</td> <td valign="top" align="left">-98.4%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-65.7%</td> <td valign="top" align="left">-75.0%</td> <td valign="top" align="left">-91.9%</td> <td valign="top" align="left">-98.8%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-150%</td> <td valign="top" align="left">-72.1%</td> <td valign="top" align="left">-79.6%</td> <td valign="top" align="left">-93.4%</td> <td valign="top" align="left">-99.0%</td> <td valign="top" align="left">-99.9%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-180%</td> <td valign="top" align="left">-77.0%</td> <td valign="top" align="left">-83.2%</td> <td valign="top" align="left">-94.6%</td> <td valign="top" align="left">-99.2%</td> <td valign="top" align="left">-99.9%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -60% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -87.10% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 19.15%. The Index&#39;s highest May to May volatility rate during the five-year period was 32.96% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 9.85%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from three times the inverse (-3x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-3x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to three times the inverse (-3x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort Dow30SM Important Information About the Fund ProShares UltraShort Dow30SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the Dow Jones Industrial AverageSM (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC (the "Index Provider"). The Index is a price-weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies. While stock selection is not governed by quantitative rules, a stock typically is added only if the company has an excellent reputation, demonstrates sustained growth and is of interest to a large number of investors. Companies should be incorporated and headquartered in the U.S. In addition, a plurality of revenues should be derived from the U.S. Maintaining adequate sector representation within the Index is also a consideration in the selection process for the Dow Jones Industrial Average^TM. Changes to the Index are made on an as needed basis. There is no annual or semi-annual reconstitution. Rather, changes in response to corporate actions and market developments can be made at any time. The Index is published under the Bloomberg ticker symbol "DJI."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the health care industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 19.90%. The Index&#39;s highest May to May volatility rate during the five-year period was 35.00% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 9.75%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> DJ Brookfield Global Infrastructure ETF Investment Objective <p>ProShares DJ Brookfield Global Infrastructure ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Dow Jones Brookfield Global Infrastructure Composite Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 8% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index, constructed and maintained by S&amp;P Dow Jones Indices LLC, consists of companies domiciled globally that qualify as "pure-play" infrastructure companies &#8212; companies whose primary business is the ownership and operation of infrastructure assets, activities that generally generate long-term stable cash flows. The Index is comprised of constituents with more than 70% of estimated cash flows (based on publicly available information) derived from pure-play infrastructure assets. Current index constituents meeting all other eligibility requirements will remain eligible for index inclusion if at least 60% of estimated cash flows are derived from pure-play infrastructure assets. Cash flows from pure-play infrastructure assets include those from the following: Airports; Toll Roads; Ports; Communications (exclusive of cash flow from telecom services); Electricity Transmission &amp; Distribution; Oil &amp; Gas Storage &amp; Transportation; Water; or Diversified (multiple infrastructure assets). Additionally, companies must have a developed market listing and meet minimum market capitalization and trading value requirements. Index weights are based on a float adjusted market capitalization methodology subject to stock, country, industry, and legal structure constraints. The Index caps country weights at 50%. Consequently, 50% or more of the constituents of the Index will be located outside the United States. The Index is rebalanced semi-annually in June and December and reweighted on quarterly basis in March, June, September, and December. The Index is published under the Bloomberg ticker symbol "DJBGICUT."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities &#8212; The Fund invests in common stock issued by U.S. and foreign public companies, including Master Limited Partnerships ("MLPs"), which are commonly taxed as partnerships and publicly traded on national securities exchanges. The Fund generally does not intend to invest more than 25% of its total assets in MLPs.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the energy and utilities industry groups and was focused in the real estate industry group. The Index was also concentrated in the U.S.and focused in Europe.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Infrastructure Industry Risk &#8212; Companies in the infrastructure industry may be subject to a variety of risks, including: high interest costs in connection with capital construction programs; high degrees of leverage; economic slowdowns; surplus capacity; difficulty in raising capital; costs associated with changes in government regulations or policies; adverse changes in tax laws; increased competition from other service providers; evolving technological developments; environmental problems; labor relations tensions; and corruption in publicly funded projects.</li> </ul><ul> <li>Equity and Market Risk &#8212; Equity markets are volatile, and the value of securities 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, stocks in the Index 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.</li> </ul><ul> <li>Master Limited Partnership Risk &#8212; The Fund may invest in MLPs, which are commonly taxed as partnerships and publicly traded on national securities exchanges. Investments in common units of MLPs involve risks that differ from investments in common stock, including risks related to limited control and limited rights to vote on matters that affect the MLP. MLPs are commonly treated as partnerships that are qualified publicly traded partnerships ("QPTPs") for federal income tax purposes. Changes in U.S. tax laws could revoke the pass-through attributes that provide the potential tax efficiencies that may make MLPs attractive investment structures.</li> </ul><ul> <li>Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Foreign Investments/Emerging Market Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. Contemporaneous with the onset of the COVID-19 pandemic in the U.S., crude oil markets experienced shocks to the supply of and demand for crude oil. This led to an oversupply of crude oil, which impacted the price of crude oil and issuers in related markets. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> UltraShort MSCI Japan Important Information About the Fund ProShares UltraShort MSCI Japan (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the MSCI Japan Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by MSCI Inc. The Index adjusts the market capitalization of Index constituents for free float and targets for Index inclusion 85% of the free float-adjusted market capitalization in each industry group in Japan. The Index is published under the Bloomberg ticker symbol "MXJP."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the industrials and consumer discretionary industry groups. The Index was also concentrated in Japan.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 18.05%. The Index&#39;s highest May to May volatility rate during the five-year period was 24.44% (May 31, 2016). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 3.09%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Exposure to Japanese Investments Risk &#8212; Investments in Japan are subject to risks including, but not limited to (i) political, economic, or social instability in Japan; (ii) risks associated with Japan&#39;s large government deficit; (iii) natural disasters particularly likely to occur in Japan; (iv) risks associated with an increasingly aging and declining population that is likely to strain Japan&#39;s social welfare and pension systems; and (v) relatively high unemployment. Since the year 2000, Japan&#39;s economic growth rate has remained relatively low. As an island nation Japan has limited natural resources and land area, and the Japanese economy is heavily dependent on international trade and reliant on imports for its commodity needs. Fluctuations or shortages in the commodity markets may negatively impact the Japanese economy. Slowdowns in the U.S. and/or China and other Southeast Asian countries, including economic, political or social instability in such countries, could have a negative impact on Japan. Because of its trade dependence, the Japanese economy is particularly exposed to the risks of currency fluctuation, foreign trade policy and regional and global economic disruption, including the risk of increased tariffs, embargoes, and other trade limitations. Strained relationships between Japan and its neighboring countries, including China, South Korea and North Korea, based on historical grievances, territorial disputes, and defense concerns, may also inject uncertainty into Japanese markets. As a result, additional tariffs, other trade barriers, or boycotts may have an adverse impact on the Japanese economy.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Exposure to Foreign Investment Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra MidCap400 Important Information About the Fund ProShares Ultra MidCap400 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the S&amp;P MidCap 400&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 73% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is published under the Bloomberg ticker symbol "MID."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the information technology and industrials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.65%. The Index&#39;s highest May to May volatility rate during the five-year period was 38.74% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 4.67%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> S&amp;P 500&#174; Ex-Energy ETF Investment Objective <p>ProShares S&amp;P 500&#174; Ex-Energy ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&amp;P 500&#174; Ex-Energy Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 4% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index and Fund seek to provide exposure to the companies of the S&amp;P 500&#174; Index (the "S&amp;P 500&#174;") with the exception of those companies included in the Energy Sector. The S&amp;P 500&#174; is a measure of large-cap U.S. stock market performance. It is a float adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is constructed and maintained by S&amp;P Dow Jones LLC. The Index classifies each company in the S&amp;P 500&#174; as part of a particular sector using the Global Industry Classification Standards ("GICS"), which are jointly produced by S&amp;P Dow Jones Indices and MSCI, to define companies within a sector. As of June 30, 2020, the following sectors are included within GICS: Consumer Discretionary, Consumer Staples, Financials, Health Care, Industrials, Information Technology, Materials, Communication Services, Real Estate, and Utilities. A Sector is comprised of multiple industries. For example, the Energy Sector is comprised of companies in, among others, the oil, gas, and consumable fuel industries. The Index consists of companies from each of the Sectors other than the Energy Sector. Each security in the Index is weighted by float-adjusted market capitalization according to the same rules as the S&amp;P 500&#174;. The Index is published under the Bloomberg ticker symbol "SPXXEGT."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities &#8212; The Fund invests in common stock issued by public companies.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the health care industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> UltraShort S&amp;P 500&#174; Important Information About the Fund ProShares UltraShort S&amp;P500&#174; (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the S&amp;P 500&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is published under the Bloomberg ticker symbol "SPX."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the health care industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 19.15%. The Index&#39;s highest May to May volatility rate during the five-year period was 32.96% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 9.85%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> MSCI EAFE Dividend Growers ETF Investment Objective <p>ProShares MSCI EAFE Dividend Growers ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the MSCI EAFE Dividend Masters Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 81% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index, constructed and maintained by MSCI, targets companies that are currently members of the MSCI EAFE Index ("MSCI EAFE") and have increased dividend payments each year for at least 10 years. The Index contains a minimum of 40 stocks, which are equally weighted. Generally, no single sector is allowed to comprise more than 30% of the Index weight, and no single country is allowed to comprise more than 50% of the Index weight. If there are fewer than 40 stocks with at least 10 consecutive years of dividend growth, or if sector or country caps are breached, the Index will include companies with shorter dividend growth histories. The Index is rebalanced each February, May, August and November, with an annual reconstitution during the November rebalance. In order to be included in the Index, companies must first qualify for inclusion in MSCI EAFE. MSCI EAFE includes 85% of free float-adjusted, market capitalization in each industry group in developed market countries, excluding U.S. and Canada. MSCI determines whether a country is a "developed market" country based on three criteria: economic development within the country (based on gross national income), size and liquidity (i.e., number of companies meeting certain size and liquidity standards in a given market) and market accessibility criteria (reflecting institutional investors&#39; experiences in investing in a given market). MSCI EAFE includes companies from Europe, Australasia and the Far East, and as of June 30, 2020, MSCI EAFE included companies from: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. The Index is published under the Bloomberg ticker symbol "M1EADMAR."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities &#8212; The Fund invests in the equity securities of companies domiciled in developed market countries, excluding the U.S. and Canada.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the health care, consumer discretionary and industrials industry groups. The Index was also concentrated in Europe and focused in Japan and the United Kingdom.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Foreign Investments Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> Decline of the Retail Store ETF Important Information About the Fund ProShares Decline of the Retail Store ETF (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Solactive-ProShares Bricks and Mortar Retail Store Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks capital appreciation from the decline of bricks and mortar retailers through short exposure (-1x) to the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day.</b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. The Fund&#39;s portfolio turnover rate is calculated without regard to derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate may be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by Solactive AG. The Index seeks to measure the performance of publicly traded "bricks and mortar" retail companies whose retail revenue is derived principally from in-store sales. Short exposure may be attractive to investors who believe bricks and mortar stores face threats from ongoing trends, such as the growth of online shopping and markets oversaturated with stores. The Fund is designed to benefit on each single day that the Index declines in value. Companies must derive more than 50% of their global revenues from retail operations and more than 75% of their retail revenues from in-store sales to be included in the Index. In addition, a company must be domiciled in the US; its securities must be listed on a U.S. stock exchange and must meet certain liquidity and market capitalization requirements. The Index includes only U.S. companies. The Index is rebalanced monthly to equal weight and reconstituted in June each year. </p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the retailing industry group. </p><p>The Index is created and sponsored by ProShare Advisors and is licensed for use by ProShares Trust.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index was created in November 2017. For the period since the inception of the Index through May 31, 2020, the Index&#39;s annualized historical volatility rate was 31.17%. Due to the Index&#39;s limited operating history, the S&amp;P Retail Select Industry Total Return Index is used for comparative purposes. The S&amp;P Retail Select Industry Total Return Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 24.33%. The S&amp;P Retail Select Industry Total Return Index&#39;s highest May to May volatility rate during the five-year period was 38.84% (May 29, 2020). The Index&#39;s annualized total return performance for the period since the inception of the Index through May 31, 2020 was 3.37%. The S&amp;P Retail Select Industry Total Return Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was -3.56%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Retailing Industry Risk &#8212; The risks of investments in the industry include: changes in domestic and international economies, consumer confidence, disposable household income and spending, and consumer tastes and preferences; intense competition; changing demographics; marketing and public perception; dependence on third-party suppliers and distribution systems; intellectual property infringement; legislative or regulatory changes and increased government supervision; thin capitalization; dependence on a relatively few number of business days to achieve overall results; and dependence on outside financing, which may be difficult to obtain.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to identify brick and mortar retail companies will achieve its intended result or that the trends the Fund seeks to benefit from will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort Oil &amp; Gas Important Information About the Fund ProShares UltraShort Oil &amp; Gas (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the Dow Jones U.S. Oil &amp; GasSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the oil and gas sector of the U.S. equity market. Component companies typically are engaged in the following activities related to the oil and gas sector, among others, exploration and production, integrated oil and gas, oil equipment and services, pipelines, renewable energy equipment companies and alternative fuel producers. The Index is published under the Bloomberg ticker symbol "DJUSEN."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the energy industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 30.75%. The Index&#39;s highest May to May volatility rate during the five-year period was 52.85% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was -10.81%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Energy Industry Risk &#8212; The risks of investments in the industry include: effects on profitability from changes in worldwide energy prices and exploration, and production spending; adverse effects from changes in exchange rates, government regulation, world events, international conflicts or threat of conflicts and economic conditions; market, economic and political risks of the countries where energy companies are located or do business; the fact that the value of regulated utility debt instruments (and, to a lesser extent, equity securities) tends to have an inverse relationship to the movement of interest rates; and risk for environmental damage claims. The energy industry has recently experienced significant volatility due to dramatic changes in the prices of energy commodities, and it is possible that such volatility will continue in the future. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. Contemporaneous with the onset of the COVID-19 pandemic in the U.S., crude oil markets experienced shocks to the supply of and demand for crude oil. This led to an oversupply of crude oil, which impacted the price of crude oil and issuers in related markets. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Russell U.S. Dividend Growers ETF Investment Objective <p>ProShares Russell U.S. Dividend Growers ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Russell 3000&#174; Dividend Elite Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 8% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index, constructed and maintained by FTSE International Limited, targets companies that are currently members of the Russell 3000 Index, which represents approximately 98% of the investable U.S. equity market, have increased dividend payments each year for at least 35 years, and meet certain liquidity requirements. The Index contains a minimum of 40 stocks which are equally weighted. No single sector is allowed to make up more than 30% of the index weight. If there are fewer than 40 stocks with at least 35 consecutive years of dividend growth, the index will include companies with shorter dividend growth histories. If the 30% sector cap is breached, companies in the applicable sector are removed, beginning with companies with the lowest dividend yield and shortest history of dividend growth, and progressively moving to companies with higher yields, as necessary. Russell 2000 constituents are used to calculate a minimum 20-day average daily dollar traded volume threshold: only Russell 3000 constituents with 20-day average daily dollar traded volume greater than the 20th percentile 20-day average daily dollar traded volume of Russell 2000 constituents are eligible for inclusion in the Index. The Index is rebalanced each March, June, September and December, with an annual reconstitution during the June rebalance. The Index is published under the Bloomberg ticker symbol "R3DETR."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities &#8212; The Fund invests in common stock issued by public companies.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the consumer staples and industrials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p>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.</p> UltraShort Nasdaq Biotechnology Important Information About the Fund ProShares UltraShort Nasdaq Biotechnology (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the Nasdaq Biotechnology&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by Nasdaq Inc. (the "Index Provider"). The Index is a modified capitalization weighted index that includes securities of Nasdaq listed companies that are classified as either biotechnology or pharmaceutical. The securities also meet other eligibility criteria determined by the Index Provider, including minimum market capitalization and liquidity requirements. The Index is published under the Bloomberg ticker symbol "NBI."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the pharmaceuticals, biotechnology &amp; life sciences industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 26.65%. The Index&#39;s highest May to May volatility rate during the five-year period was 32.67% (May 31, 2016). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 2.55%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Pharmaceuticals, Biotechnology, and Life Sciences Industry Risk &#8212; The risks of investments in the industry include: heavy dependence on patents and intellectual property rights, with profitability affected by the loss or impairment of such rights; risks of new technologies and competitive pressures; large expenditures on research and development of products or services that may not prove commercially successful or may become obsolete quickly; regulations and restrictions imposed by the Food and Drug Administration, the Environmental Protection Agency, state and local governments, and foreign regulatory authorities; and thin capitalization and limited product lines, markets, financial resources or personnel. Moreover, stock prices of biotechnology companies are very volatile, particularly when their products are up for regulatory approval and/or under regulatory scrutiny. The biotechnology sector may also be affected by risks that affect the broader health care industry, including expenses and losses from extensive litigation on product liability and similar claims. The pharmaceuticals sector may also be affected by risks that affect the broader health care industry, including: heavy dependence on patent protection, with profitability affected by the expiration of patents; competitive forces that may make it difficult to raise prices and, in fact, may result in price discounts; and thin capitalization and limited product lines, markets and financial resources or personnel. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Short Financials Important Information About the Fund ProShares Short Financials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Dow Jones U.S. FinancialsSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the financial services sector of the U.S. equity market. Component companies include: among others, regional banks; major U.S. domiciled international banks; full line, life, and property and casualty insurance companies; companies that invest, directly or indirectly, in real estate; diversified financial companies such as credit card issuers, check cashing companies, mortgage lenders and investment advisors; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges. The Index is published under the Bloomberg ticker symbol "DJUSFN."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the diversified financials industry group and was focused in the banks and real estate industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 22.74%. The Index&#39;s highest May to May volatility rate during the five-year period was 40.61% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 6.38%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Financials Industry Risk &#8212; The risks of investments in the industry include: extensive governmental regulation and/or nationalization that affects the scope of their activities, the prices they can charge and the amount of capital they must maintain; adverse effects from increases in interest rates; effects on profitability by loan losses, which usually increase in economic downturns; the severe competition to which banks, insurance, and financial services companies may be subject; and increased inter-sector consolidation and competition in the financials industry. The impact of more stringent capital requirements, recent or future regulation on any individual financial company or recent or future regulation on the financials industry as a whole cannot be predicted. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Short SmallCap600 Important Information About the Fund ProShares Short SmallCap600 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the &#160;S&amp;P SmallCap 600&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index is a measure of small-cap company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 600 U.S. operating companies selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float. The Index is published under the Bloomberg ticker symbol "SML."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the industrials, information technology and financials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 23.43%. The Index&#39;s highest May to May volatility rate during the five-year period was 40.97% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 3.92%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Short 7-10 Year Treasury Important Information About the Fund ProShares Short 7-10 Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the ICE U.S. Treasury 7-10 Year Bond Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by ICE Data Indices, LLC ("IDI"). The Index includes publicly- issued U.S. Treasury securities that have a remaining maturity of greater than or equal to seven years and less than or equal to ten years and have $300&#160;million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month. The Index is published under the Bloomberg ticker symbol "IDCOT7." </p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting debt in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no Fund expenses; and (b) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 5.58%. The Index&#39;s highest May to May volatility rate during the five-year period was 7.64% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 4.70%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the Index may underperform other debt instruments that track other markets, segments and sectors. </p><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><p>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the Fund&#39;s performance will generally be more favorable when interest rates rise and less favorable when interest rates decline.</p><ul> <li>U.S. Treasury Market Risk &#8212; The U.S. Treasury market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury obligations to decline. </li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><p>This risk may be particularly acute if the Index is comprised of a small number of securities. </p><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort 7-10 Year Treasury Important Information About the Fund ProShares UltraShort 7-10 Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the ICE U.S. Treasury 7&#8211;10 Year Bond Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by ICE Data Indices, LLC ("IDI"). The Index includes publicly- issued U.S. Treasury securities that have a remaining maturity of greater than or equal to seven years and less than or equal to ten years and have $300&#160;million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month. The Index is published under the Bloomberg ticker symbol "IDCOT7." </p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting debt in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no Fund expenses; and (b) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 5.58%. The Index&#39;s highest May to May volatility rate during the five-year period was 7.64% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 4.70%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the Index may underperform other debt instruments that track other markets, segments and sectors. </p><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><p>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, the Fund&#39;s performance will generally be more favorable when interest rates rise and less favorable when interest rates decline.</p><ul> <li>U.S. Treasury Market Risk &#8212; The U.S. Treasury market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury obligations to decline. </li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><p>This risk may be particularly acute if the Index is comprised of a small number of securities. </p><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Short Real Estate Important Information About the Fund ProShares Short Real Estate (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Dow Jones U.S. Real EstateSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the real estate industry of the U.S. equity market. Component companies include, among others, real estate holding and development and real estate services companies and real estate investment trusts ("REITs"). REITs are passive investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. The Index is published under the Bloomberg ticker symbol "DJUSRE."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the banks and diversified financials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.88%. The Index&#39;s highest May to May volatility rate during the five-year period was 39.85% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 4.85%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Real Estate Industry Risk &#8212; Investing in securities of real estate companies includes risks such as: fluctuations in the value of the underlying properties; periodic overbuilding and market saturation; changes in general and local economic conditions; changes in demographic trends, such as population shifts or changing tastes and values; concentration in a particular geographic region or property type; catastrophic events such as earthquakes, hurricanes and terrorist acts; casualty or condemnation losses; decreases in market rates for rents; increased competition; increases in property taxes, interest rates, capital expenditures, or operating expenses; changes in the availability, cost and terms of mortgage funds; defaults by borrowers or tenants; and other economic, political or regulatory occurrences, including the impact of changes in environmental laws, that may affect the real estate industry. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra Dow30SM Important Information About the Fund ProShares Ultra Dow30SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Dow Jones Industrial AverageSM (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 31% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC (the "Index Provider"). The Index is a price-weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies. While stock selection is not governed by quantitative rules, a stock typically is added only if the company has an excellent reputation, demonstrates sustained growth and is of interest to a large number of investors. Companies should be incorporated and headquartered in the U.S. In addition, a plurality of revenues should be derived from the U.S. Maintaining adequate sector representation within the Index is also a consideration in the selection process for the Dow Jones Industrial Average^TM. Changes to the Index are made on an as needed basis. There is no annual or semi-annual reconstitution. Rather, changes in response to corporate actions and market developments can be made at any time. The Index is published under the Bloomberg ticker symbol "DJI."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the health care industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 19.90%. The Index&#39;s highest May to May volatility rate during the five-year period was 35.00% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 9.75%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort Basic Materials Important Information About the Fund ProShares UltraShort Basic Materials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the Dow Jones U.S. Basic MaterialsSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the basic materials industry of the U.S. equity market. Component companies are involved in the production of aluminum, steel, non-ferrous metals, commodity chemicals, specialty chemicals, forest products, paper products, as well as the mining of precious metals and coal. The Index is published under the Bloomberg ticker symbol "DJUSBM."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the materials industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 23.00%. The Index&#39;s highest May to May volatility rate during the five-year period was 36.92% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 2.95%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Materials Industry Risk &#8212; The risks of investments in the industry include: adverse effects from commodity price volatility, exchange rates, import controls and increased competition; the possibility that production of industrial materials will exceed demand as a result of overbuilding or economic downturns, leading to poor investment returns; risk for environmental damage and product liability claims; and adverse effects from depletion of resources, technical progress, labor relations and government regulations. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Short High Yield Important Information About the Fund ProShares Short High Yield (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Markit iBoxx&#174; $ Liquid High Yield Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>IHS Markit Benchmark Administration Limited (IMBA) is the Index Administrator of the Markit iBoxx $ Liquid High Yield Index. The Index is a market-value weighted index designed to provide a balanced representation of U.S. dollar denominated high yield corporate bonds for sale within the United States by means of including the most liquid high yield corporate bonds available as determined by a set of transparent and objective Index rules. Currently, the bonds eligible for inclusion in the Index include U.S. dollar denominated, corporate bonds for sale in the United States that are issued by companies domiciled in developed countries; are rated sub-investment grade using an average of Moody&#39;s Investor Service, Fitch Ratings or S&amp;P Global Ratings; are from issuers with at least $1 billion par outstanding; have at least $400 million of outstanding face value; and have at issuance an expected remaining life of 15 years or less, and at rebalancing minimum one year to expected maturity with new insertions minimum of at least one year and 6 months to maturity. There is no limit to the number of issues in the Index. Index rebalances occur monthly. The Index is published under the Bloomberg ticker symbol "IBOXHY." </p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting debt in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group but was focused in the consumer services, industrials and materials, and utilities and energy industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no Fund expenses; and (b) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 6.56%. The Index&#39;s highest May to May volatility rate during the five-year period was 11.83% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 3.85%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>High Yield Risk &#8212; Investment in or exposure to high yield (lower rated) debt instruments (also known as "junk bonds") may involve greater levels of credit, prepayment, liquidity and valuation risk than for higher rated instruments. High yield debt instruments may be more sensitive to economic changes, political changes, or adverse developments specific to a company than other fixed income instruments. These securities are subject to greater risk of loss, greater sensitivity to economic changes, valuation difficulties, and a potential lack of a secondary or public market for securities. High yield debt instruments are considered speculative with respect to the issuer&#39;s continuing ability to make principal and interest payments and, therefore, such instruments generally involve greater risk of default or price changes than higher rated debt instruments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce market liquidity (liquidity risk). A lack of liquidity could adversely affect the price at which a particular high yield debt instrument may be sold. Less active markets may also diminish the Fund&#39;s ability to obtain accurate market quotations when valuing the portfolio securities and thereby give rise to valuation risk, including causing large fluctuations in the NAV of the Fund&#39;s shares. High yield debt instruments may also present risks based on payment expectations. For example, these instruments may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, a security may be replaced with a lower yielding security. If the issuer of a security is in default with respect to interest or principal payments, the issuer&#39;s security could lose its entire value. Furthermore, the transaction costs associated with the purchase and sale of high yield debt instruments may vary greatly depending upon a number of factors and may adversely affect the Fund&#39;s performance. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield debt instruments generally and new laws and proposed new laws may adversely impact the market for high yield debt instruments.</li> </ul><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the Index may underperform other debt instruments that track other markets, segments and sectors. </p><ul> <li>Credit Risk &#8212; Due to its exposure to debt instruments, the Fund will be subject to credit risk which is the risk that an issuer of debt instruments is unwilling or unable to make timely payments to meet its contractual obligations. When credit risk increases, the price of the debt instruments that comprise the Index will typically decrease. Conversely, when credit risk of the debt instruments decreases, the level of the Index will typically increase. By using sampling techniques, the Fund may be overexposed to certain debt instruments that would adversely affect the Fund upon the markets&#39; perceived view of increased credit risk or upon a downgrade or default of such instruments. During an economic downturn, rates of default tend to increase.</li> </ul><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><p>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the Fund&#39;s performance will generally be more favorable when interest rates rise and less favorable when interest rates decline.</p><ul> <li>Exposure to Foreign Investments Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraPro Russell2000 Important Information About the Fund ProShares UltraPro Russell2000 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times (3x) the return of the Russell 2000&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (3x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (3x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 68% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by FTSE Russell. The Index is a measure of small-cap U.S. stock market performance. It is a float adjusted, market capitalization-weighted index containing approximately 2000 of the smallest companies in the Russell 3000^&#174; Index or approximately 10% of the total market capitalization of the Russell 3000^&#174; Index, which in turn represents approximately 98% of the investable U.S. equity market. The Index is published under the Bloomberg ticker symbol "RTY."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (3x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from three times (3x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the health care, information technology, industrials and financials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of three times (3x) the Index, a single day movement in the Index approaching 33% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from three times (3x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than three times (3x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Three times <br />(3x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-180%</td> <td valign="top" align="left"> -93.8%</td> <td valign="top" align="left"> -94.7%</td> <td valign="top" align="left"> -97.0%</td> <td valign="top" align="left"> -98.8%</td> <td valign="top" align="left"> -99.7%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-150%</td> <td valign="top" align="left"> -87.9%</td> <td valign="top" align="left"> -89.6%</td> <td valign="top" align="left"> -94.1%</td> <td valign="top" align="left"> -97.7%</td> <td valign="top" align="left"> -99.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -79.0%</td> <td valign="top" align="left"> -82.1%</td> <td valign="top" align="left"> -89.8%</td> <td valign="top" align="left"> -96.0%</td> <td valign="top" align="left"> -98.9%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-90%</td> <td valign="top" align="left"> -66.7%</td> <td valign="top" align="left"> -71.6%</td> <td valign="top" align="left"> -83.8%</td> <td valign="top" align="left"> -93.7%</td> <td valign="top" align="left"> -98.3%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -50.3%</td> <td valign="top" align="left"> -57.6%</td> <td valign="top" align="left"> -75.8%</td> <td valign="top" align="left"> -90.5%</td> <td valign="top" align="left"> -97.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -39.6%</td> <td valign="top" align="left"> -65.6%</td> <td valign="top" align="left"> -86.5%</td> <td valign="top" align="left"> -96.4%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -3.0%</td> <td valign="top" align="left"> -17.1%</td> <td valign="top" align="left"> -52.8%</td> <td valign="top" align="left"> -81.5%</td> <td valign="top" align="left"> -95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 29.2%</td> <td valign="top" align="left"> 10.3%</td> <td valign="top" align="left"> -37.1%</td> <td valign="top" align="left"> -75.4%</td> <td valign="top" align="left"> -93.4%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.7%</td> <td valign="top" align="left"> 43.3%</td> <td valign="top" align="left"> -18.4%</td> <td valign="top" align="left"> -68.0%</td> <td valign="top" align="left"> -91.4%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">90%</td> <td valign="top" align="left"> 113.2%</td> <td valign="top" align="left"> 82.1%</td> <td valign="top" align="left"> 3.8%</td> <td valign="top" align="left"> -59.4%</td> <td valign="top" align="left"> -89.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 166.3%</td> <td valign="top" align="left"> 127.5%</td> <td valign="top" align="left"> 29.6%</td> <td valign="top" align="left"> -49.2%</td> <td valign="top" align="left"> -86.3%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">150%</td> <td valign="top" align="left"> 227.5%</td> <td valign="top" align="left"> 179.8%</td> <td valign="top" align="left"> 59.4%</td> <td valign="top" align="left"> -37.6%</td> <td valign="top" align="left"> -83.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">180%</td> <td valign="top" align="left"> 297.5%</td> <td valign="top" align="left"> 239.6%</td> <td valign="top" align="left"> 93.5%</td> <td valign="top" align="left"> -24.2%</td> <td valign="top" align="left"> -79.6%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -60% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -75.8% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 23.36%. The Index&#39;s highest May to May volatility rate during the five-year period was 40.19% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 3.72%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from three times (3x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (3x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra 20+ Year Treasury Important Information About the Fund ProShares Ultra 20+ Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the ICE U.S. Treasury 20+ Year Bond Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 292% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by ICE Data Indices, LLC ("IDI"). The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity greater than or equal to twenty years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month. The Index is published under the Bloomberg ticker symbol "IDCOT20."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>U.S. Government Debt Securities &#8212; The Fund invests in U.S. government securities, which are issued by the U.S. government or one of its agencies or instrumentalities, including U.S. Treasury securities. Some, but not all, U.S. government securities are backed by the full faith and credit of the federal government. Other U.S. government securities are backed by the issuer&#39;s right to borrow from the U.S. Treasury and some are backed only by the credit of the issuing organization.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in debt in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no Fund expenses; and (b) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><p>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 13.91%. The Index&#39;s highest May to May volatility rate during the five-year period was 21.17% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 8.54%. </p><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the Index may underperform other debt instruments that track other markets, segments and sectors. </p><ul> <li>Prepayment Risk &#8212; Many types of debt instruments are subject to prepayment risk, which is the risk that the issuer of the security will repay principal (in part or in whole) prior to the maturity date. Debt instruments allowing prepayment may offer less potential for gains during a period of declining interest rates, as the proceeds may be reinvested at lower interest rates.</li> </ul><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><ul> <li>U.S. Treasury Market Risk &#8212; The U.S. Treasury market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury obligations to decline. </li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><p>This risk may be particularly acute if the Index is comprised of a small number of securities. </p><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> S&amp;P Technology Dividend Aristocrats ETF Investment Objective <p>ProShares S&amp;P Technology Dividend Aristocrats ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&amp;P&#174; Technology Dividend Aristocrats&#174; Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 31% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index, constructed and maintained by S&amp;P Dow Jones Indices LLC, targets companies from the U.S. technology sector and select U.S. technology-related companies from the communication services and consumer discretionary sectors (collectively, "technology companies"). To be included in the Index, a company must have increased dividend payments each year for at least 7 years, its shares must be listed on a U.S. national securities exchange, and it must meet certain minimum liquidity requirements. The Index contains a minimum of 25 stocks which are equally weighted. If there are fewer than 25 stocks with at least 7 consecutive years of dividend growth the Index will include companies with shorter dividend growth histories. As of June 30, 2020, the Index had 37 constituents. The Index is rebalanced each January, April, July and October, with an annual reconstitution during the January rebalance. The Index is published under the Bloomberg ticker symbol "SPTDAUT."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities &#8212; The Fund invests in common stock issued by public companies.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the software and services, semi-conductors and semi-conductor equipment, and technology hardware and equpment industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Technology Industry Risk &#8212; The Fund is subject to risks faced by companies in the technology industry to the same extent the Index is concentrated in the industry. Securities of technology companies may be subject to greater volatility than stocks of companies in other market sectors. Technology companies may be affected by intense competition, obsolescence of existing technology, general economic conditions and government regulation and may have limited product lines, markets, financial resources or personnel. Technology companies may experience dramatic and often unpredictable changes in growth rates and competition for qualified personnel. These companies also are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p>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.</p> Short FTSE China 50 Important Information About the Fund ProShares Short FTSE China 50 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the FTSE China 50 Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by FTSE International Limited. The Index consists of 50 of the largest and most liquid Chinese stocks listed and traded on the Stock Exchange of Hong Kong. The Index is published under the Bloomberg ticker symbol "XINOI."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated the financials industry group and was focused in the communication services industry group. The index was also concentrated in China.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.80%. The Index&#39;s highest May to May volatility rate during the five-year period was 27.70% (May 31, 2016). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was -1.41%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Exposure to Chinese Investments Risk &#8212; Investments in securities of issuers in China include risks such as, but are not limited to, less developed or less efficient trading markets; heightened risk of inefficiency, volatility and pricing anomalies of portfolio holdings resulting from government control of markets; currency fluctuations or blockage; nationalization of assets; limits on repatriation; uncertainty surrounding trading suspensions; a lack of publicly available information (as compared to many other countries); and natural disasters particularly likely to occur in China. Changes in Chinese government policy and economic growth rates could significantly affect local markets and the entire Greater China region. China has yet to develop comprehensive securities, corporate, or commercial laws, and its economy is experiencing a relative slowdown. China is an emerging market and demonstrates significantly higher volatility from time to time in comparison to developed markets. Internal social unrest or confrontations with neighboring countries may also disrupt economic development in China and result in a greater risk of currency fluctuations, currency non-convertibility, interest rate fluctuations, and higher rates of inflation. Investments in securities of Chinese companies are subject to China&#39;s heavy dependence on exports. Reductions in spending on Chinese products and services, institution of tariffs or other trade barriers, including as a result of heightened trade tensions between China and the United States, or a downturn in any of the economies of China&#39;s key trading partners may have an adverse impact on the Chinese economy and the values of Chinese companies. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities and have shown a willingness to exercise that option in response to market volatility and other events. The liquidity of Chinese securities may shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions, whether or not accurate.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Exposure to Foreign Investments/Emerging Market Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra MSCI EAFE Important Information About the Fund ProShares Ultra MSCI EAFE (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the MSCI EAFE Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted, market capitalization in each industry group in developed market countries, excluding the U.S. and Canada. As of June 20, 2020, the Index consisted of the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The Index is published under the Bloomberg ticker symbol "MXEA."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><ul> <li>Depositary Receipts &#8212; The Fund may invest in depositary receipts, which principally include: </li> </ul><ul> <li>American Depositary Receipts (ADRs), which represent the right to receive securities of foreign issuers deposited in a bank or trust company and are an alternative to purchasing the underlying securities in their national markets and currencies</li> </ul><ul> <li>Global Depositary Receipts (GDRs), which are receipts for shares in a foreign-based corporation traded in capital markets around the world. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the financials industry group. The Index was also concentrated in Japan.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 14.91%. The Index&#39;s highest May to May volatility rate during the five-year period was 21.59% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 0.79%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Exposure to Foreign Investments Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort MSCI Brazil Capped Important Information About the Fund ProShares UltraShort MSCI Brazil Capped (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the MSCI Brazil 25/50 Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by MSCI Inc. The MSCI Brazil 25/50 Index is designed to measure the performance of the large and mid cap segments of the Brazilian market. It applies certain investment limits that are imposed on regulated investment companies, or RICs, under the current US Internal Revenue Code. The Index covers approximately 85% of the free float-adjusted market capitalization in Brazil. The Index is published under the Bloomberg ticker symbol "MXBR2550."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the financials industry group and was focused in the materials industry group. The Index was also concentrated in Brazil.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 36.55%. The Index&#39;s highest May to May volatility rate during the five-year period was 52.03% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was -0.33%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Exposure to Brazilian Investments Risk &#8212; The Brazilian economy is sensitive to fluctuations in commodity prices and commodity markets, and is heavily dependent on trading with key partners. Any changes in the volume of this trading, in taxes or tariffs, or in political relationships between nations may adversely affect the Brazilian economy and, as a result, the Fund&#39;s investments. The Brazilian economy has historically been exposed to high rates of inflation and a high level of debt, each of which may reduce and/or prevent economic growth. The Brazilian government currently imposes significant taxes on the transfer of currency. While the Brazilian economy has experienced growth in recent years, there is no guarantee that this growth will continue.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Exposure to Foreign Investments/Emerging Market Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort Russell2000 Important Information About the Fund ProShares UltraShort Russell2000 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the Russell 2000&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by FTSE Russell. The Index is a measure of small-cap U.S. stock market performance. It is a float adjusted, market capitalization-weighted index containing approximately 2000 of the smallest companies in the Russell 3000^&#174; Index or approximately 10% of the total market capitalization of the Russell 3000^&#174; Index, which in turn represents approximately 98% of the investable U.S. equity market. The Index is published under the Bloomberg ticker symbol "RTY."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the health care, information technology, industrials and financials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 23.36%. The Index&#39;s highest May to May volatility rate during the five-year period was 40.19% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 3.72%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort MSCI Emerging Markets Important Information About the Fund ProShares UltraShort MSCI Emerging Markets (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the MSCI Emerging Markets Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by MSCI Inc. The Index includes 85% of the free float-adjusted market capitalization in emerging market countries. As of June 20, 2020, the Index consisted of the following 26 emerging market country indexes: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates. The Index is published under the Bloomberg ticker symbol "MXEF."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the financials, information technology and consumer discretionary industry groups. The Index was also concentrated in China.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 16.44%. The Index&#39;s highest May to May volatility rate during the five-year period was 22.21% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 0.88%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Exposure to Foreign/Emerging Markets Investment Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Short Basic Materials Important Information About the Fund ProShares Short Basic Materials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Dow Jones U.S. Basic MaterialsSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the basic materials industry of the U.S. equity market. Component companies are involved in the production of aluminum, steel, non-ferrous metals, commodity chemicals, specialty chemicals, forest products, paper products, as well as the mining of precious metals and coal. The Index is published under the Bloomberg ticker symbol "DJUSBM."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the materials industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 23.00%. The Index&#39;s highest May to May volatility rate during the five-year period was 36.92% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 2.95%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Materials Industry Risk &#8212; The risks of investments in the industry include: adverse effects from commodity price volatility, exchange rates, import controls and increased competition; the possibility that production of industrial materials will exceed demand as a result of overbuilding or economic downturns, leading to poor investment returns; risk for environmental damage and product liability claims; and adverse effects from depletion of resources, technical progress, labor relations and government regulations. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra Financials Important Information About the Fund ProShares Ultra Financials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Dow Jones U.S. FinancialsSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 21% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the financial services sector of the U.S. equity market. Component companies include: among others, regional banks; major U.S. domiciled international banks; full line, life, and property and casualty insurance companies; companies that invest, directly or indirectly, in real estate; diversified financial companies such as credit card issuers, check cashing companies, mortgage lenders and investment advisors; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges. The Index is published under the Bloomberg ticker symbol "DJUSFN."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the diversified financials industry group and was focused in the banks and real estate industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 22.74%. The Index&#39;s highest May to May volatility rate during the five-year period was 40.61% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 6.38%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Financials Industry Risk &#8212; The risks of investments in the industry include: extensive governmental regulation and/or nationalization that affects the scope of their activities, the prices they can charge and the amount of capital they must maintain; adverse effects from increases in interest rates; effects on profitability by loan losses, which usually increase in economic downturns; the severe competition to which banks, insurance, and financial services companies may be subject; and increased inter-sector consolidation and competition in the financials industry. The impact of more stringent capital requirements, recent or future regulation on any individual financial company or recent or future regulation on the financials industry as a whole cannot be predicted. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Short QQQ&#174; Important Information About the Fund ProShares Short QQQ&#174; (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Nasdaq-100&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by Nasdaq Inc. (the "Index Provider"). The Index includes 100 of the largest domestic and international non-financial companies listed on The Nasdaq Stock Market based on market capitalization. The Index reflects companies across major industry groups including computer hardware and software, telecommunications, retail/wholesale trade and biotechnology. Companies selected for inclusion are non-financial companies that meet appropriate trading volumes, adjusted market capitalization and other eligibility criteria. The Index is published under the Bloomberg ticker symbol "NDX."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the consumer discretionary and communication services industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.76%. The Index&#39;s highest May to May volatility rate during the five-year period was 33.62% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 17.52%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Short MidCap400 Important Information About the Fund ProShares Short MidCap400 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the S&amp;P MidCap 400&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization and financial viability. The Index is published under the Bloomberg ticker symbol "MID."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the information technology and industrials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.65%. The Index&#39;s highest May to May volatility rate during the five-year period was 38.74% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 4.67%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra Real Estate Important Information About the Fund ProShares Ultra Real Estate (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Dow Jones U.S. Real EstateSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 41% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the real estate industry of the U.S. equity market. Component companies include, among others, real estate holding and development and real estate services companies and real estate investment trusts ("REITs"). REITs are passive investment vehicles that invest primarily in income producing real estate or real estate related loans or interests. The Index is published under the Bloomberg ticker symbol "DJUSRE."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the banks and diversified financials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.88%. The Index&#39;s highest May to May volatility rate during the five-year period was 39.85% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 4.85%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Real Estate Industry Risk &#8212; Investing in securities of real estate companies includes risks such as: fluctuations in the value of the underlying properties; periodic overbuilding and market saturation; changes in general and local economic conditions; changes in demographic trends, such as population shifts or changing tastes and values; concentration in a particular geographic region or property type; catastrophic events such as earthquakes, hurricanes and terrorist acts; casualty or condemnation losses; decreases in market rates for rents; increased competition; increases in property taxes, interest rates, capital expenditures, or operating expenses; changes in the availability, cost and terms of mortgage funds; defaults by borrowers or tenants; and other economic, political or regulatory occurrences, including the impact of changes in environmental laws, that may affect the real estate industry. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort FTSE China 50 Important Information About the Fund ProShares UltraShort FTSE China 50 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the FTSE China 50 Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by FTSE International Limited. The Index consists of 50 of the largest and most liquid Chinese stocks listed and traded on the Stock Exchange of Hong Kong. The Index is published under the Bloomberg ticker symbol "XINOI."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated the financials industry group and was focused in the communication services industry group. The index was also concentrated in China.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 21.80%. The Index&#39;s highest May to May volatility rate during the five-year period was 27.70% (May 31, 2016). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was -1.41%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Exposure to Chinese Investments Risk &#8212; Investments in securities of issuers in China include risks such as, but are not limited to, less developed or less efficient trading markets; heightened risk of inefficiency, volatility and pricing anomalies of portfolio holdings resulting from government control of markets; currency fluctuations or blockage; nationalization of assets; limits on repatriation; uncertainty surrounding trading suspensions; a lack of publicly available information (as compared to many other countries); and natural disasters particularly likely to occur in China. Changes in Chinese government policy and economic growth rates could significantly affect local markets and the entire Greater China region. China has yet to develop comprehensive securities, corporate, or commercial laws, and its economy is experiencing a relative slowdown. China is an emerging market and demonstrates significantly higher volatility from time to time in comparison to developed markets. Internal social unrest or confrontations with neighboring countries may also disrupt economic development in China and result in a greater risk of currency fluctuations, currency non-convertibility, interest rate fluctuations, and higher rates of inflation. Investments in securities of Chinese companies are subject to China&#39;s heavy dependence on exports. Reductions in spending on Chinese products and services, institution of tariffs or other trade barriers, including as a result of heightened trade tensions between China and the United States, or a downturn in any of the economies of China&#39;s key trading partners may have an adverse impact on the Chinese economy and the values of Chinese companies. Significant portions of the Chinese securities markets may become rapidly illiquid, as Chinese issuers have the ability to suspend the trading of their equity securities and have shown a willingness to exercise that option in response to market volatility and other events. The liquidity of Chinese securities may shrink or disappear suddenly and without warning as a result of adverse economic, market or political events, or adverse investor perceptions, whether or not accurate.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Exposure to Foreign Currency Risk &#8212; Investments linked to or denominated in foreign currencies are exposed to additional risk factors versus those investments denominated in U.S. dollars and linked to U.S. investments. The value of an investment linked to or denominated in a foreign currency could change significantly as foreign currencies strengthen or weaken relative to the U.S. dollar. Devaluations of a currency by a government or banking authority may also have significant impact on the value of any investments linked to or denominated in that currency. Risks related to foreign currencies also include those related to economic or political developments, market inefficiencies or a higher risk that essential investment information may be incomplete, unavailable, or inaccurate. Foreign currency losses could offset or exceed any potential gains, or add to losses, in the related investments. Currency markets are also generally not as regulated as securities markets. In addition, in order to transact in foreign investments, the Fund may exchange and hold foreign currencies. Regulatory fees or higher custody fees may be imposed on foreign currency holdings.</li> </ul><ul> <li>Exposure to Foreign Investments/Emerging Market Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Because the Fund&#39;s foreign investment exposure may include issuers domiciled in developing or "emerging market" countries, all the aforementioned factors are heightened and foreign investments risk is higher. Economic, business, political, or social instability may adversely affect the value of emerging market investments more acutely than investments tied to developed foreign countries. Furthermore any of these developments may result in a decline in the value of a country&#39;s currency. Emerging markets are riskier than more developed markets because they may develop unevenly or may never fully develop. Investments in emerging markets are considered speculative.</li> </ul><ul> <li>Geographic Concentration Risk &#8212; Because the Fund focuses its investments in particular foreign countries or geographic regions, it may be more volatile than a more geographically diversified fund. The performance of the Fund will be affected by the political, social and economic conditions in those foreign countries and geographic regions and subject to the related risks.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra Consumer Services Important Information About the Fund ProShares Ultra Consumer Services (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Dow Jones U.S. Consumer ServicesSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 37% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the stock performance of certain U.S. companies in the consumer services sector of the U.S. equity market. Component companies include, among others, airlines, broadcasting and entertainment, apparel and broadline retailers, food and drug retailers, media agencies, publishing, gambling, hotels, restaurants and bars, and travel and tourism. The Index is published under the Bloomberg ticker symbol "DJUSCY."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the retailing industry group and was focused in the media &amp; entertainment industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 18.59%. The Index&#39;s highest May to May volatility rate during the five-year period was 29.78% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 10.74%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Consumer Services Industry Risk &#8212; The risks of investments in the industry include: the fact that securities prices and profitability may be tied closely to the performance of the domestic and international economy, interest rates, competition and consumer confidence; heavy dependence on disposable household income and consumer spending; severe competition; and changes in demographics and consumer tastes. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Short Russell2000 Important Information About the Fund ProShares Short Russell2000 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Russell 2000&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-1x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse (-1x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by FTSE Russell. The Index is a measure of small-cap U.S. stock market performance. It is a float adjusted, market capitalization-weighted index containing approximately 2000 of the smallest companies in the Russell 3000^&#174; Index or approximately 10% of the total market capitalization of the Russell 3000^&#174; Index, which in turn represents approximately 98% of the investable U.S. equity market. The Index is published under the Bloomberg ticker symbol "RTY."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse (-1x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the health care, information technology, industrials and financials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; Leverage increases the risk of a total loss of an investor&#39;s investment, may increase the volatility of the Fund, and may magnify any differences between the performance of the Fund and the Index. </li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from the inverse (-1x) of the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than the inverse (-1x) of the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Inverse (-1x) <br />of the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 147.5%</td> <td valign="top" align="left"> 134.9%</td> <td valign="top" align="left"> 94.7%</td> <td valign="top" align="left"> 42.4%</td> <td valign="top" align="left"> -8.0%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left"> 98.0%</td> <td valign="top" align="left"> 87.9%</td> <td valign="top" align="left"> 55.8%</td> <td valign="top" align="left"> 14.0%</td> <td valign="top" align="left"> -26.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 65.0%</td> <td valign="top" align="left"> 56.6%</td> <td valign="top" align="left"> 29.8%</td> <td valign="top" align="left"> -5.0%</td> <td valign="top" align="left"> -38.7%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 41.4%</td> <td valign="top" align="left"> 34.2%</td> <td valign="top" align="left"> 11.3%</td> <td valign="top" align="left"> -18.6%</td> <td valign="top" align="left"> -47.4%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 23.8%</td> <td valign="top" align="left"> 17.4%</td> <td valign="top" align="left"> -2.6%</td> <td valign="top" align="left"> -28.8%</td> <td valign="top" align="left"> -54.0%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">10%</td> <td valign="top" align="left"> 10.0%</td> <td valign="top" align="left"> 4.4%</td> <td valign="top" align="left"> -13.5%</td> <td valign="top" align="left"> -36.7%</td> <td valign="top" align="left"> -59.1%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-10%</td> <td valign="top" align="left"> -10.0%</td> <td valign="top" align="left"> -14.6%</td> <td valign="top" align="left"> -29.2%</td> <td valign="top" align="left"> -48.2%</td> <td valign="top" align="left"> -66.6%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -17.5%</td> <td valign="top" align="left"> -21.7%</td> <td valign="top" align="left"> -35.1%</td> <td valign="top" align="left"> -52.5%</td> <td valign="top" align="left"> -69.3%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -23.8%</td> <td valign="top" align="left"> -27.7%</td> <td valign="top" align="left"> -40.1%</td> <td valign="top" align="left"> -56.2%</td> <td valign="top" align="left"> -71.7%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -32.9%</td> <td valign="top" align="left"> -44.4%</td> <td valign="top" align="left"> -59.3%</td> <td valign="top" align="left"> -73.7%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-50%</td> <td valign="top" align="left"> -34.0%</td> <td valign="top" align="left"> -37.4%</td> <td valign="top" align="left"> -48.1%</td> <td valign="top" align="left"> -62.0%</td> <td valign="top" align="left"> -75.5%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -38.1%</td> <td valign="top" align="left"> -41.3%</td> <td valign="top" align="left"> -51.3%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -77.0%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -20% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -35.1% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 23.36%. The Index&#39;s highest May to May volatility rate during the five-year period was 40.19% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 3.72%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse correlation. Failure to achieve a high degree of inverse correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from the inverse (-1x) of the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse (-1x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><p>A single day or intraday increase in the level of the Index approaching 100% may result in the total loss or almost total loss of an investor&#39;s investment, even if the Index subsequently moves lower. </p><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Ultra High Yield Important Information About the Fund ProShares Ultra High Yield (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Markit iBoxx&#174; $ Liquid High Yield Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>IHS Markit Benchmark Administration Limited (IMBA) is the Index Administrator of the Markit iBoxx $ Liquid High Yield Index. The Index is a market-value weighted index designed to provide a balanced representation of U.S. dollar denominated high yield corporate bonds for sale within the United States by means of including the most liquid high yield corporate bonds available as determined by a set of transparent and objective Index rules. Currently, the bonds eligible for inclusion in the Index include U.S. dollar denominated, corporate bonds for sale in the United States that are issued by companies domiciled in developed countries; are rated sub-investment grade using an average of Moody&#39;s Investor Service, Fitch Ratings or S&amp;P Global Ratings; are from issuers with at least $1 billion par outstanding; have at least $400 million of outstanding face value; and have at issuance an expected remaining life of 15 years or less, and at rebalancing minimum one year to expected maturity with new insertions minimum of at least one year and 6 months to maturity. There is no limit to the number of issues in the Index. Index rebalances occur monthly. The Index is published under the Bloomberg ticker symbol "IBOXHY." </p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Exchange-Traded Funds &#8212; The Fund may invest in shares of other ETFs, which are registered investment companies that are traded on stock exchanges and hold assets such as stocks or bonds.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in debt in order to seek returns for a single day that are leveraged (2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times (2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries, country or region to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group but was focused in the consumer services, industrials and materials, and utilities and energy industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times (2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times (2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no Fund expenses; and (b) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times (2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times <br />(2x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -84.2%</td> <td valign="top" align="left"> -85.0%</td> <td valign="top" align="left"> -87.5%</td> <td valign="top" align="left"> -90.9%</td> <td valign="top" align="left"> -94.1%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left"> -75.2%</td> <td valign="top" align="left"> -76.5%</td> <td valign="top" align="left"> -80.5%</td> <td valign="top" align="left"> -85.8%</td> <td valign="top" align="left"> -90.8%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left"> -64.4%</td> <td valign="top" align="left"> -66.2%</td> <td valign="top" align="left"> -72.0%</td> <td valign="top" align="left"> -79.5%</td> <td valign="top" align="left"> -86.8%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -51.5%</td> <td valign="top" align="left"> -54.0%</td> <td valign="top" align="left"> -61.8%</td> <td valign="top" align="left"> -72.1%</td> <td valign="top" align="left"> -82.0%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left"> -36.6%</td> <td valign="top" align="left"> -39.9%</td> <td valign="top" align="left"> -50.2%</td> <td valign="top" align="left"> -63.5%</td> <td valign="top" align="left"> -76.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left"> -19.8%</td> <td valign="top" align="left"> -23.9%</td> <td valign="top" align="left"> -36.9%</td> <td valign="top" align="left"> -53.8%</td> <td valign="top" align="left"> -70.2%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -1.0%</td> <td valign="top" align="left"> -6.1%</td> <td valign="top" align="left"> -22.1%</td> <td valign="top" align="left"> -43.0%</td> <td valign="top" align="left"> -63.2%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left"> 19.8%</td> <td valign="top" align="left"> 13.7%</td> <td valign="top" align="left"> -5.8%</td> <td valign="top" align="left"> -31.1%</td> <td valign="top" align="left"> -55.5%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left"> 42.6%</td> <td valign="top" align="left"> 35.3%</td> <td valign="top" align="left"> 12.1%</td> <td valign="top" align="left"> -18.0%</td> <td valign="top" align="left"> -47.0%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.3%</td> <td valign="top" align="left"> 58.8%</td> <td valign="top" align="left"> 31.6%</td> <td valign="top" align="left"> -3.7%</td> <td valign="top" align="left"> -37.8%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left"> 94.0%</td> <td valign="top" align="left"> 84.1%</td> <td valign="top" align="left"> 52.6%</td> <td valign="top" align="left"> 11.7%</td> <td valign="top" align="left"> -27.9%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left"> 122.8%</td> <td valign="top" align="left"> 111.4%</td> <td valign="top" align="left"> 75.2%</td> <td valign="top" align="left"> 28.2%</td> <td valign="top" align="left"> -17.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 153.5%</td> <td valign="top" align="left"> 140.5%</td> <td valign="top" align="left"> 99.4%</td> <td valign="top" align="left"> 45.9%</td> <td valign="top" align="left"> -5.8%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -50.2% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 6.56%. The Index&#39;s highest May to May volatility rate during the five-year period was 11.83% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 3.85%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times (2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><p>Also, the Fund will measure its correlation to the performance of one or more ETFs. It is important to note that correlation to these ETFs may vary from the correlation to the Index due to embedded costs and other factors.</p><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>High Yield Risk &#8212; Investment in or exposure to high yield (lower rated) debt instruments (also known as "junk bonds") may involve greater levels of credit, prepayment, liquidity and valuation risk than for higher rated instruments. High yield debt instruments may be more sensitive to economic changes, political changes, or adverse developments specific to a company than other fixed income instruments. These securities are subject to greater risk of loss, greater sensitivity to economic changes, valuation difficulties, and a potential lack of a secondary or public market for securities. High yield debt instruments are considered speculative with respect to the issuer&#39;s continuing ability to make principal and interest payments and, therefore, such instruments generally involve greater risk of default or price changes than higher rated debt instruments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce market liquidity (liquidity risk). A lack of liquidity could adversely affect the price at which a particular high yield debt instrument may be sold. Less active markets may also diminish the Fund&#39;s ability to obtain accurate market quotations when valuing the portfolio securities and thereby give rise to valuation risk, including causing large fluctuations in the NAV of the Fund&#39;s shares. High yield debt instruments may also present risks based on payment expectations. For example, these instruments may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, a security may be replaced with a lower yielding security. If the issuer of a security is in default with respect to interest or principal payments, the issuer&#39;s security could lose its entire value. Furthermore, the transaction costs associated with the purchase and sale of high yield debt instruments may vary greatly depending upon a number of factors and may adversely affect the Fund&#39;s performance. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield debt instruments generally and new laws and proposed new laws may adversely impact the market for high yield debt instruments.</li> </ul><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the Index may underperform other debt instruments that track other markets, segments and sectors. </p><ul> <li>Credit Risk &#8212; Due to its exposure to debt instruments, the Fund will be subject to credit risk which is the risk that an issuer of debt instruments is unwilling or unable to make timely payments to meet its contractual obligations. When credit risk increases, the price of the debt instruments that comprise the Index will typically decrease. Conversely, when credit risk of the debt instruments decreases, the level of the Index will typically increase. By using sampling techniques, the Fund may be overexposed to certain debt instruments that would adversely affect the Fund upon the markets&#39; perceived view of increased credit risk or upon a downgrade or default of such instruments. During an economic downturn, rates of default tend to increase.</li> </ul><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><ul> <li>Prepayment Risk &#8212; Many types of debt instruments are subject to prepayment risk, which is the risk that the issuer of the security will repay principal (in part or in whole) prior to the maturity date. Debt instruments allowing prepayment may offer less potential for gains during a period of declining interest rates, as the proceeds may be reinvested at lower interest rates.</li> </ul><ul> <li>Exposure to Foreign Investments Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Risk of Investing in Exchange-Traded Funds (ETFs) &#8211; Investing in other investment companies, such as ETFs, subjects the Fund to those risks affecting the underlying ETFs, such as risks that the investment management strategy of the ETF may not produce its intended results (management risk) and the risk that the ETF could lose money over short periods due to short- term market movements and over longer periods during market downturns (market risk). In addition, investing in ETFs involves the risk that an ETF&#39;s performance may not track the performance of the index or markets that the ETF is designed to track, which may result in losses to such ETF and, ultimately, the Fund. In addition, ETFs may trade at a price below their net asset value. Moreover, the Fund will incur its pro rata share of the expenses of the underlying ETF&#39;s expenses.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraPro Dow30SM Important Information About the Fund ProShares UltraPro Dow30SM (the "Fund") seeks daily investment results, before fees and expenses, that correspond to three times (3x) the return of the Dow Jones Industrial AverageSM (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (3x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index rises. Longer holding periods, higher Index volatility, and greater leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily leveraged (3x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 61% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC (the "Index Provider"). The Index is a price-weighted index and includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies. While stock selection is not governed by quantitative rules, a stock typically is added only if the company has an excellent reputation, demonstrates sustained growth and is of interest to a large number of investors. Companies should be incorporated and headquartered in the U.S. In addition, a plurality of revenues should be derived from the U.S. Maintaining adequate sector representation within the Index is also a consideration in the selection process for the Dow Jones Industrial Average^TM. Changes to the Index are made on an as needed basis. There is no annual or semi-annual reconstitution. Rather, changes in response to corporate actions and market developments can be made at any time. The Index is published under the Bloomberg ticker symbol "DJI."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for investing directly in securities in order to seek returns for a single day that are leveraged (3x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s exposure will need to be increased. Conversely, if the Index has fallen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s exposure will need to be decreased.</p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from three times (3x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the information technology industry group and was focused in the health care industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of three times (3x) the Index, a single day movement in the Index approaching 33% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from three times (3x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on a leveraged fund.</p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than three times (3x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Three times <br />(3x) the <br />One Year <br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-180%</td> <td valign="top" align="left"> -93.8%</td> <td valign="top" align="left"> -94.7%</td> <td valign="top" align="left"> -97.0%</td> <td valign="top" align="left"> -98.8%</td> <td valign="top" align="left"> -99.7%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">-150%</td> <td valign="top" align="left"> -87.9%</td> <td valign="top" align="left"> -89.6%</td> <td valign="top" align="left"> -94.1%</td> <td valign="top" align="left"> -97.7%</td> <td valign="top" align="left"> -99.4%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left"> -79.0%</td> <td valign="top" align="left"> -82.1%</td> <td valign="top" align="left"> -89.8%</td> <td valign="top" align="left"> -96.0%</td> <td valign="top" align="left"> -98.9%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">-90%</td> <td valign="top" align="left"> -66.7%</td> <td valign="top" align="left"> -71.6%</td> <td valign="top" align="left"> -83.8%</td> <td valign="top" align="left"> -93.7%</td> <td valign="top" align="left"> -98.3%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left"> -50.3%</td> <td valign="top" align="left"> -57.6%</td> <td valign="top" align="left"> -75.8%</td> <td valign="top" align="left"> -90.5%</td> <td valign="top" align="left"> -97.5%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">-30%</td> <td valign="top" align="left"> -29.3%</td> <td valign="top" align="left"> -39.6%</td> <td valign="top" align="left"> -65.6%</td> <td valign="top" align="left"> -86.5%</td> <td valign="top" align="left"> -96.4%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left"> -3.0%</td> <td valign="top" align="left"> -17.1%</td> <td valign="top" align="left"> -52.8%</td> <td valign="top" align="left"> -81.5%</td> <td valign="top" align="left"> -95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">30%</td> <td valign="top" align="left"> 29.2%</td> <td valign="top" align="left"> 10.3%</td> <td valign="top" align="left"> -37.1%</td> <td valign="top" align="left"> -75.4%</td> <td valign="top" align="left"> -93.4%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left"> 67.7%</td> <td valign="top" align="left"> 43.3%</td> <td valign="top" align="left"> -18.4%</td> <td valign="top" align="left"> -68.0%</td> <td valign="top" align="left"> -91.4%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">90%</td> <td valign="top" align="left"> 113.2%</td> <td valign="top" align="left"> 82.1%</td> <td valign="top" align="left"> 3.8%</td> <td valign="top" align="left"> -59.4%</td> <td valign="top" align="left"> -89.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left"> 166.3%</td> <td valign="top" align="left"> 127.5%</td> <td valign="top" align="left"> 29.6%</td> <td valign="top" align="left"> -49.2%</td> <td valign="top" align="left"> -86.3%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">150%</td> <td valign="top" align="left"> 227.5%</td> <td valign="top" align="left"> 179.8%</td> <td valign="top" align="left"> 59.4%</td> <td valign="top" align="left"> -37.6%</td> <td valign="top" align="left"> -83.2%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">180%</td> <td valign="top" align="left"> 297.5%</td> <td valign="top" align="left"> 239.6%</td> <td valign="top" align="left"> 93.5%</td> <td valign="top" align="left"> -24.2%</td> <td valign="top" align="left"> -79.6%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -60% return on a yearly basis if the Index return were -20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -75.8% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 19.90%. The Index&#39;s highest May to May volatility rate during the five-year period was 35.00% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 9.75%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of leveraged correlation. Failure to achieve a high degree of leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from three times (3x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect leveraged (3x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> High Yield &#8212; Interest Rate Hedged Investment Objective <p>ProShares High Yield&#160;&#8211; Interest Rate Hedged (the "Fund") seeks investment results, before fees and expenses, that track the performance of the FTSE High Yield (Treasury Rate-Hedged) Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 52% of the average value of its entire portfolio. </p><p>This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index is comprised of (a) long positions in U.S. dollar denominated high yield corporate bonds ("high yield bonds") and (b) short positions in U.S. Treasury notes or bonds ("Treasury Securities") of, in aggregate, approximate equivalent duration to the high yield bonds. The Index is constructed and maintained by FTSE International Limited. By taking these short Treasury Securities positions, the Index seeks to mitigate the negative impact of rising Treasury interest rates ("interest rates") on the performance of high yield bonds (conversely limiting the positive impact of falling interest rates). The short positions are not intended to mitigate other factors influencing the price of high yield bonds, such as credit risk, which may have a greater impact than rising or falling interest rates. The long high yield bond positions included in the Index are designed to represent the more liquid universe of high yield bonds offered within the United States. Currently, the bonds eligible for inclusion in the Index include high yield bonds that are issued by companies domiciled in the U.S. and Canada, and that: are fixed rate (including callable bonds); have a maximum rating of Ba1/BB+ by both Moody&#39;s Investors Service, Inc. ("Moody&#39;s") and Standard and Poor&#39;s Financial Services, LLC ("S&amp;P"); and are subject to minimum issue outstanding, minimum time-to-maturity and maximum-time from issuance criteria. Pay-in-kind and zero-coupon bonds are excluded. No more than two issues from each issuer are allowed, and no more than two percent (2%) of the Index is allocated to any single issuer. The Index is reconstituted and rebalanced (including a reset of the interest rate hedge) on a monthly basis. Relative to a long-only investment in the same high yield bonds, the Index is designed to outperform in a rising interest rate environment and underperform in a falling or static interest rate environment. Performance of the Index may be particularly poor in risk-averse, flight-to-quality environments when it is common for high yield bonds to decline in value and for interest rates to fall. In addition, the performance of the Index, and by extension the Fund, depends on many factors beyond rising or falling interest rates, such as the perceived level of credit risk in the high yield bond positions. These factors may be as or more important to the performance of the Index than the impact of interest rates. As such, there is no guarantee that the Index, and accordingly, the Fund, will have positive performance even in environments of sharply rising interest rates. The Index is published under the Bloomberg ticker symbol "CFIIHYHG".</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in high-yield bonds included in the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Debt Instruments &#8212; The Fund invests in debt instruments, primarily high yield bonds, that are issued by corporate issuers that are rated below "investment-grade" by both Moody&#39;s and S&amp;P. Credit rating agencies evaluate issuers and assign ratings based on their opinions of the issuer&#39;s ability to pay interest and principal as scheduled. Those issuers with a greater risk of default &#8212; not paying interest or principal in a timely manner &#8212; are rated below investment grade. Such debt instruments may include Rule 144A securities, which generally are restricted securities that are only available to "qualified" investors.</li> </ul><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund primarily invests in derivatives as a substitute for obtaining short exposure in U.S. Treasury Securities but may also do so to a limited extent to obtain high yield bond exposure. These derivatives principally include:</li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><p>The Fund will use futures contracts to obtain short exposure to U.S. Treasury Securities.</p><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p>In seeking to match the general credit profile of the Index, ProShare Advisors will rely solely on credit ratings provided by Moody&#39;s and S&amp;P. To the extent the Fund is overweight in a security that is perceived by the markets to have increased credit risk, the Fund&#39;s performance will be adversely affected.</p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index&#39;s long exposure was concentrated in the industrials group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. This may be due, in many cases, to the impact of a limited trading market in the component bonds on the calculation of the Index.</li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain short exposure through financial instruments, or require the Fund to seek short exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the financial instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available financial instruments or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining short exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Long/Short Risk &#8212; The Fund seeks long exposure to certain factors and short exposure to certain other factors. There is no guarantee that the returns on the Fund&#39;s long or short positions will produce positive returns and the Fund could lose money if either or both the Fund&#39;s long and short positions produce negative returns.</li> </ul><ul> <li>High Yield Risk &#8212; Investment in or exposure to high yield (lower rated) debt instruments (also known as "junk bonds") may involve greater levels of credit, prepayment, liquidity and valuation risk than for higher rated instruments. High yield debt instruments may be more sensitive to economic changes, political changes, or adverse developments specific to a company than other fixed income instruments. These securities are subject to greater risk of loss, greater sensitivity to economic changes, valuation difficulties, and a potential lack of a secondary or public market for securities. High yield debt instruments are considered speculative with respect to the issuer&#39;s continuing ability to make principal and interest payments and, therefore, such instruments generally involve greater risk of default or price changes than higher rated debt instruments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce market liquidity (liquidity risk). A lack of liquidity could adversely affect the price at which a particular high yield debt instrument may be sold. Less active markets may also diminish the Fund&#39;s ability to obtain accurate market quotations when valuing the portfolio securities and thereby give rise to valuation risk, including causing large fluctuations in the NAV of the Fund&#39;s shares. High yield debt instruments may also present risks based on payment expectations. For example, these instruments may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, a security may be replaced with a lower yielding security. If the issuer of a security is in default with respect to interest or principal payments, the issuer&#39;s security could lose its entire value. Furthermore, the transaction costs associated with the purchase and sale of high yield debt instruments may vary greatly depending upon a number of factors and may adversely affect the Fund&#39;s performance. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield debt instruments generally and new laws and proposed new laws may adversely impact the market for high yield debt instruments.</li> </ul><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the Index may underperform other debt instruments that track other markets, segments and sectors. </p><ul> <li>Credit Risk &#8212; Due to its exposure to debt instruments, the Fund will be subject to credit risk which is the risk that an issuer of debt instruments is unwilling or unable to make timely payments to meet its contractual obligations. When credit risk increases, the price of the debt instruments that comprise the Index will typically decrease. Conversely, when credit risk of the debt instruments decreases, the level of the Index will typically increase. By using sampling techniques, the Fund may be overexposed to certain debt instruments that would adversely affect the Fund upon the markets&#39; perceived view of increased credit risk or upon a downgrade or default of such instruments. During an economic downturn, rates of default tend to increase.</li> </ul><p> <b>The hedging methodology of the Index does not seek to mitigate credit risk.</b> </p><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><ul> <li>The Fund seeks to mitigate this risk by taking short positions in U.S. Treasury Securities; such short positions should increase in value in rising interest rate environments and should decrease in value in falling interest rate environments, thereby mitigating gains and losses in the Fund&#39;s investment positions arising from changing Treasury interest rates. The Fund does not attempt to mitigate credit risk or other factors which may have a greater influence on its investments than interest rate risk. Such other factors may impact debt instrument prices in an opposite way than interest rates making it difficult to directly observe the impact of changes in interest rates on debt instruments. When interest rates fall, an unhedged investment in the same debt instrument will outperform the Fund. Because the duration hedge is reset on a monthly basis, interest rate risk can develop intra-month. Furthermore, while the Fund is designed to hedge the interest rate exposure of the long bond positions, it is possible that a degree of exposure may remain even at the time of rebalance.</li> </ul><ul> <li>Prepayment Risk &#8212; Many types of debt instruments are subject to prepayment risk, which is the risk that the issuer of the security will repay principal (in part or in whole) prior to the maturity date. Debt instruments allowing prepayment may offer less potential for gains during a period of declining interest rates, as the proceeds may be reinvested at lower interest rates.</li> </ul><ul> <li>Hedging Risk &#8212; The Index seeks to mitigate the potential negative impact of rising interest rates on the performance of high yield bonds. The short positions in U.S. Treasury Securities are not intended to mitigate credit risk or other factors influencing the price of high yield bonds, which may have a greater impact than rising or falling interest rates. There is no guarantee that the short positions will completely eliminate the interest rate risk of the long high yield bond positions. The hedge cannot fully account for changes in the shape of the interest rate (yield) curve. Because the duration hedge is reset on a monthly basis, interest rate risk can develop intra-month that is not addressed by the hedge. The Fund could lose money if either or both the Fund&#39;s long and short positions produce negative returns. </li> </ul><ul> <li>When interest rates fall, an unhedged investment in the same high yield bonds will outperform the Fund. Performance of the Fund could be particularly poor if high yield bond credit deteriorates at the same time interest rates fall. Furthermore, when interest rates remain unchanged, an investment in the Fund will underperform a long-only investment in the same high yield bonds due to the ongoing costs associated with short exposure to Treasury securities and other factors. </li> </ul><ul> <li>The Index may also contain a significant allocation to callable high yield bonds, which are subject to prepayment risk; callable bonds may have lower sensitivity to interest rate declines than non-callable bonds or U.S. Treasury Securities. In certain falling interest rate environments, this could result in disproportionately larger losses in the short Treasury positions relative to the gains in the long high yield bond positions attributable to falling interest rates.</li> </ul><ul> <li>Restricted Securities Risk &#8212; Privately issued securities are restricted securities that are not publicly traded, and may be less liquid than those that are publicly traded. At times, such securities cannot be readily bought or sold and the Fund might be unable to acquire or dispose of such securities promptly or at reasonable prices, which may result in a loss to the Fund. A restricted security that was liquid at the time of purchase may subsequently become illiquid.</li> </ul><ul> <li>Foreign Investments Risk &#8212; Exposure to securities of foreign issuers may provide the Fund with increased risk. Various factors related to foreign investments may negatively impact the Fund&#39;s and the Index&#39;s performance, such as: i) fluctuations in the value of the applicable foreign currency; ii) differences in securities settlement practices; iii) uncertainty associated with evidence of ownership of investments in countries that lack centralized custodial services; iv) possible regulation of, or other limitations on, investments by U.S. investors in foreign investments; v) potentially higher brokerage commissions; vi) the possibility that a foreign government may withhold portions of interest and dividends at the source; vii) taxation of income earned in foreign countries or other foreign taxes imposed; viii) foreign exchange controls, which may include suspension of the ability to transfer currency from a foreign country; ix) less publicly available information about foreign issuers; x) changes in the denomination currency of a foreign investment; and xi) less certain legal systems in which the Fund may encounter difficulties or be unable to pursue legal remedies. Foreign investments also may be more susceptible to political, social, economic and regional factors than may be the case with U.S. securities. In addition, markets for foreign investments are usually less liquid, more volatile and significantly smaller than markets for U.S. securities, which may affect, among other things, the Fund&#39;s ability to purchase or sell foreign investments at appropriate times and prices. Because of differences in settlement times and/or foreign market holidays, transactions in a foreign market may take place one or more days after the necessary exposure to these investments is determined. Until the transactions are effected, the Fund is exposed to increased foreign currency risk and market risk and, ultimately, increased correlation risk.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><p>Because of the nature of high yield bonds, shares typically trade at a larger premium or discount to the value of the Fund&#39;s holdings than shares of many other ETFs.</p><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> UltraShort 20+ Year Treasury Important Information About the Fund ProShares UltraShort 20+ Year Treasury (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the ICE U.S. Treasury 20+ Year Bond Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by ICE Data Indices, LLC ("IDI"). The Index includes publicly-issued U.S. Treasury securities that have a remaining maturity greater than or equal to twenty years and have $300 million or more of outstanding face value, excluding amounts held by the Federal Reserve. In addition, the securities in the Underlying Index must be fixed-rate and denominated in U.S. dollars. Excluded from the Underlying Index are inflation-linked securities, Treasury bills, cash management bills, any government agency debt issued with or without a government guarantee and zero-coupon issues that have been stripped from coupon-paying bonds. The Underlying Index is weighted by market capitalization, and the securities in the Underlying Index are updated on the last business day of each month. The Index is published under the Bloomberg ticker symbol "IDCOT20."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting debt in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Futures Contracts&#160;&#8212;&#160;Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash&#160;settlement. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no Fund expenses; and (b) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><p>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 13.91%. The Index&#39;s highest May to May volatility rate during the five-year period was 21.17% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 8.54%. </p><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>The counterparty to a listed futures contracts is the clearing organization for the listed future, consequently, the counterparty risk on a listed futures contract is ultimately the creditworthiness of the exchange&#39;s clearing corporation. </li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the Index may underperform other debt instruments that track other markets, segments and sectors. </p><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><ul> <li>U.S. Treasury Market Risk &#8212; The U.S. Treasury market can be volatile, and the value of instruments correlated with these markets may fluctuate dramatically from day to day. U.S. Treasury obligations may provide relatively lower returns than those of other securities. Similar to other debt instruments, U.S. Treasury obligations are subject to debt instrument risk and interest rate risk. In addition, changes to the financial condition or credit rating of the U.S. Government may cause the value of U.S. Treasury obligations to decline. </li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><p>This risk may be particularly acute if the Index is comprised of a small number of securities. </p><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort Communication Services Select Sector Important Information About the Fund ProShares UltraShort Communication Services Select Sector (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the S&amp;P Communication Services Select Sector Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index represents the communication services sector of the S&amp;P 500 Index ("S&amp;P 500"). The Index is one of eleven (11) of the S&amp;P Select Sector Indices (the "Select Sector Indices"), each designed to measure the performance of a sector of the S&amp;P 500. Membership in the Select Sector Indices is generally determined by the Global Industry Classification Standard ("GICS"), which classifies securities primarily based on revenues; however, earnings and market perception are also considered. The Index includes equity securities of companies from the following industries: diversified telecommunications services; wireless telecommunications services; media; entertainment; and interactive media &amp; services. As of May 31, 2020, the top five companies in the Index by weight (i.e., percentage) are Alphabet Inc, Facebook Inc, T-Mobile US Inc, Electronic Arts, Activision Blizzard Inc. The Index is sponsored by Standard &amp; Poor&#39;s (the "Index Provider"), which is not affiliated with the Fund or ProShare Advisors. The Index Provider determines the composition of the Index and relative weightings of the Index constituents, and publishes information regarding the market value of the Index. The components of the Index may change over time. The Index is published under the Bloomberg ticker symbol "IXCTR".</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the media &amp; entertainment industry group.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index incepted on April 30, 2018. For the period since the inception of the Index through May 31, 2020, the Index&#39;s annualized historical volatility rate was 25.70%. If the Index had been in operation for the five-year period ended May 31, 2020, the Index&#39;s hypothetical annualized volatility rate would have been 20.33%. The Index&#39;s highest May to May hypothetical volatility rate during the five-year period would have been 31.06% (May 29, 2020). The Index&#39;s annualized total return performance for the period since the inception of the Index through May 31, 2020 was 22.54%.</li> </ul><p>Hypothetical Index volatility and performance is based on criteria applied retroactively with the benefit of hindsight and knowledge of factors that may have positively affected its performance, and cannot account for all the financial risk that may affect the actual performance of the Fund. Actual performance of the Fund may vary significantly from the hypothetical performance. Historical and hypothetical index volatility and performance are not indications of what the index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the index may differ from the volatility of the index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Communication Services Industry Risk &#8212; The risk of investments in the industry include: the potential obsolescence of products and services due to increasing competition from the innovation of competitors; increased research and development costs and capital requirements to formulate new products and services that utilize new technology; pricing new and existing products to match or beat industry competitors, shifting demographics and changes to consumer taste, which can negatively impact profitability; and regulation by the Federal Communications Commission, and various state regulatory authorities. Companies in the communication services industry may be more susceptible to cybersecurity issues than companies in other industries, including hacking, theft of proprietary or consumer information, and disruptions in service.</li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p>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.</p> K-1 Free Crude Oil Strategy ETF Investment Objective <p>ProShares K-1 Free Crude Oil Strategy ETF (the "Fund") seeks to provide total return through actively managed exposure to the West Texas Intermediate crude oil futures markets.</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 206% of the average value of its entire portfolio. </p><p>This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund seeks to provide total return through actively managed exposure to the West Texas Intermediate ("WTI") crude oil futures markets. The Fund&#39;s strategy seeks to outperform certain index based strategies by actively managing the rolling of WTI crude oil futures contracts. "Rolling" means selling a futures contract as it nears its expiration date and replacing it with a new futures contract that has a later expiration date. The Fund generally selects between WTI crude oil futures contracts with the three nearest expiration dates (known as the front, second and third month contracts) based on ProShare Advisors LLC&#39;s ("ProShare Advisors") analysis of the liquidity and cost of establishing and maintaining such positions. </p><p>Futures contracts with a longer term to expiration may be priced higher than futures contracts with a shorter term to expiration, a relationship called "contango." When rolling futures contracts that are in contango, the Fund may sell the expiring contract at a lower price and buy a longer-dated contract at a higher price, resulting in a negative roll yield. During contango environments, the Fund&#39;s active investment strategy attempts to select among the front, second, and third month WTI crude oil contracts in a manner that mitigates negative roll yield and potentially increases Fund returns compared with index-based strategies that use formulaic rolling strategies. </p><p>Conversely, futures contracts with a longer term to expiration may be priced lower than futures contracts with a shorter term to expiration, a relationship called "backwardation." When rolling futures contracts that are in backwardation, the Fund may sell the expiring contract at a higher price and buy a longer-dated contract at a lower price, resulting in a positive roll yield. During backwardation environments, the Fund&#39;s active strategy attempts to select among the front, second, and third month WTI contracts in a manner that maximizes positive roll yield and potentially increases Fund returns. </p><p>The Fund generally will not invest directly in WTI crude oil futures. The Fund expects to gain exposure to these investments by investing a portion of its assets in the ProShares Cayman Crude Oil Strategy Portfolio, a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the "Subsidiary"). The Subsidiary is advised by ProShare Advisors, the Fund&#39;s investment advisor, and invests directly in WTI crude oil futures. Unlike the Fund, the Subsidiary is not an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund&#39;s investment in the Subsidiary is intended to provide the Fund with exposure to commodity markets in accordance with applicable rules and regulations. The Fund will generally limit investments in the Subsidiary to 25% but it may exceed that amount if the Advisor believes doing so is in the best interest of the Fund, such as to help achieve the Fund&#39;s investment objective or increase the tax efficiency of the Fund.</p><p>The Fund employs various investment techniques that ProShare Advisors believes should, in the aggregate, meet the investment objective of the Fund.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives &#8212; The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs") and exchange-traded commodity pools), interest rates or indexes. The Fund invests in derivatives as to provide exposure to WTI crude oil futures markets. These derivatives principally include:</li> </ul><ul> <li>Commodity Futures Contracts &#8212; Standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash settlement.</li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Exchange-Traded Products (ETPs) &#8212; The Fund invests in ETPs or exchange-traded funds ("ETFs") including registered investment companies and exchange-traded commodity pools. ETPs are types of securities that derive their value from a basket of securities such as stocks, bonds, commodities or indices, and trade intra-day on a national exchange. ETFs are typically open-end investment companies or unit investment trusts whose shares represent an interest in a portfolio of securities. Exchange traded commodity pools are investment vehicles who shares represent an interest in a portfolio of commodities or derivatives whose value is derived from commodities. The Fund may invest in ETPs that are sponsored by an affiliate of the Advisor.</li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>The Fund seeks to remain fully exposed to WTI crude oil futures even during times of adverse market conditions. As such, the Fund should be expected to decrease in value when overall WTI crude oil futures markets deteriorate. During adverse market conditions the Fund seeks to lose less than index-based strategies that formulaically roll to the contract with the next nearest or second nearest expiration. The Fund does not invest in, or seek exposure to, the current "spot" or cash price of physical crude oil. </p><p>There can be no assurance that the Fund will outperform index-based or other actively managed strategies that invest in WTI crude oil futures markets.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the WTI crude oil futures market) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. Moreover, with respect to the use of swap agreements, if the WTI crude oil futures market has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the WTI crude oil futures market reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return.</li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. While the futures contracts that the Fund will use will be centrally cleared through exchanges that have been designated as "contracts markets" by the Commodity Futures Trading Commission ("CFTC"), the Fund will still be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to futures contracts entered into by the Fund. For futures contracts these counterparties include both the exchange, which provides a performance guarantee, where the trade is executed, and the futures commission merchant, or brokerage firm, that is a member of the relevant contract market and holds margin on behalf of the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline. In commodity broker insolvencies, customers have, in fact, been unable to recover from the broker&#39;s estate the full amount of their "customer" funds. The Fund will be subject to credit risk with respect to the amount the Fund expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. The Fund may engage in futures transactions with a limited number of counterparties, which may increase the Fund&#39;s exposure to credit risk associated with any single counterparty. </li> </ul><p>Extreme market volatility and economic turbulence in the first part of 2020 led to futures commission merchants increasing margin requirements for certain futures contracts, including nearer-dated WTI crude oil and other oil futures contracts. Some futures commission merchants may impose trading limitations, whether in the form of limits or prohibitions on trading oil futures contracts. If the Fund is subject to increased margin requirements or trading limitations, including exchange position limits, it may not be able to achieve its investment objective.</p><ul> <li>Risks Specific to the Crude Oil Markets &#8212; Several factors may affect the price of crude oil and, in turn, the WTI crude oil futures contracts and other assets, if any, owned by the Fund. These factors include, but are not limited to, significant increases or decreases in the available supply or demand of crude oil, storage costs, technological factors related to new or improved extraction, refining and processing equipment and/or methods, a significant change in the attitude of speculators and investors towards crude oil, large purchases or sales of crude oil by governments or large institutions, other political factors such as new regulations or political discord in oil producing countries, as well as a significant increase or decrease in crude oil hedging activity by crude oil producers. Contemporaneous with the onset of the COVID-19 pandemic in the U.S., crude oil markets experienced shocks to the supply of and demand for crude oil. This led to an oversupply of crude oil, which impacted the price of crude oil and futures contracts on crude oil and caused historic volatility in the market for crude oil and crude oil futures contracts. In April 2020, these market conditions contributed to a period of "extraordinary contango" that resulted in a negative price in the May 2020 WTI crude oil futures contract. If all or a significant portion of the futures contracts held by the Fund at a future date were to reach a negative price, investors in the Fund could lose their entire investment. The effects of rolling futures contracts under extraordinary contango market conditions generally are more exaggerated than rolling futures contracts under contango market conditions and can result in significant losses.</li> </ul><ul> <li>Risks Associated with the Use of Commodity Futures Contracts &#8212; The Fund obtains investment exposure through the use of commodity futures and does not invest directly in physical commodities. The Fund does not invest in nor seek exposure to the current "spot" or cash price of physical crude oil. Crude oil futures contracts typically perform very differently from, and commonly underperform, the spot price of crude oil due to current (and futures expectations of) factors such as storage costs, supply and demand and geopolitical risks. Investing in futures contracts may be considered aggressive and may expose the Fund to greater risks than investing directly in securities or other instruments. These risks include counterparty risk and liquidity risk (each as discussed below). Because futures contracts often require limited initial investment, the use of futures contracts also may expose the Fund to losses in excess of those amounts initially invested.</li> </ul><ul> <li>Risks Associated with ETPs &#8212; Investing in ETPs generally reflects the risks of owning the underlying instruments it is designed to track. When the Fund invests in ETPs it will indirectly bear its proportionate share of any fees and expenses payable directly by the other investment vehicle. These expenses may be in addition to similar expenses of the Fund that shareholders bear directly. Investments in ETPs involve certain inherent risks generally associated with investments in a portfolio of investment instruments, including risks that: (1) the general level of market prices may decline, thereby adversely affecting the value of each unit of the ETP or other instrument; (2) an indexed ETP may not fully replicate the performance of its benchmark index because of the temporary unavailability of certain index instruments in the secondary market or discrepancies between the ETP and the index with respect to the weightings of instruments or number of instruments held; (3) an ETP may also be adversely affected by the performance of the specific index, market sector or group of industries on which it is based; (4) an ETPs shares may trade at a market price that is above or below their net asset value; (5) an active trading market for an ETP&#39;s shares may not develop or be maintained; and (6) trading of an ETP&#39;s shares may be halted if the listing exchange&#39;s officials deem such action appropriate, the shares are de-listed from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) halts stock trading generally.</li> </ul><ul> <li>Rolling Futures Contract Risk &#8212; The Fund (through its investment in the Subsidiary) has exposure to futures contracts and is subject to risks related to "rolling" of such contracts. The Fund does not intend to hold futures contracts through their expiration dates, but instead intends to "roll" its futures positions. Rolling occurs when the Fund closes out of WTI crude oil futures contracts as they near their expiration date and are replaced with contracts that have a later expiration date. When the market for these futures contracts is such that the prices are higher in the more distant delivery months than in the nearer delivery months, the sale during the course of the rolling process of the more nearby contract would take place at a price that is lower than the price of the more distant contract. This pattern of higher futures contract prices for longer expiration contracts is often referred to as "contango." Alternatively, when the market for futures contracts is such that the prices are higher in the nearer months than in the more distant months, the sale during the course of the rolling process of the more nearby contract would take place at a price that is higher than the price of the more distant contract. This pattern of higher futures prices for shorter expiration futures contracts is referred to as "backwardation." Extended periods of contango have occurred in the past and can in the future cause significant losses for the Fund. ProShare Advisors will utilize active management techniques to seek to (a) mitigate the negative impact of contango or, in certain cases, (b) benefit from the backwardation present in the WTI crude oil futures markets. However, there can be no guarantee that ProShare Advisors will be successful in doing so. There can be no assurance that the Fund&#39;s performance will exceed the performance of a strategy that systematically invests in near month crude oil contracts.</li> </ul><ul> <li>Subsidiary Investment Risk &#8212; Changes in the laws of the United States and/or the Cayman Islands, under which the Fund and the Subsidiary are organized, respectively, could result in the inability of the Fund to operate as intended and could negatively affect the Fund and its shareholders. The Subsidiary is not registered under the 1940 Act and is not subject to all the investor protections of the 1940 Act. Thus, the Fund, as an investor in the Subsidiary, will not have all the protections offered to investors in registered investment companies.</li> </ul><ul> <li>Commodity Market Risk &#8212; The value of commodity futures contracts typically is based in great part upon the price movements of a physical commodity and the market&#39;s expectations for such moves in the future. The prices of commodity futures contracts may fluctuate quickly and dramatically and may not correlate to price movements in other asset classes. Global events such as government interventions, treaties and trading, inter- or intrastate conflict, weather or other natural disasters, changes in supply or production, changes in activity of crude oil commodity producing companies, countries and/or organizations, and changes in speculators&#39; and/or investor&#39;s demand can cause extreme levels of volatility. Furthermore, since commodities are generally denominated in USD, a strengthening U.S. dollar can also cause significant declines in commodity prices. An active trading market may not exist for certain commodities. Each of these factors and events could have a significant negative impact on the Fund.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Active Management Risk &#8212; The Fund is actively managed and its performance reflects the investment decisions that ProShare Advisors makes for the Fund. ProShare Advisors&#39; judgments about the Fund&#39;s investments may prove to be incorrect. If the investments selected and strategies employed by the Fund fail to produce the intended results, the Fund could underperform other funds with a similar investment objective and/or strategies. The Fund&#39;s active strategy should not be expected to provide positive returns when the overall WTI crude oil futures markets deteriorate.</li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses or realizing gains.</p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> S&amp;P 500&#174; Bond ETF Investment Objective <p>ProShares S&amp;P 500&#174; Bond ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the S&amp;P 500&#174;/Market Axess&#174; Investment Grade Corporate Bond Index (the "Index").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 55% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC (the "Index Provider"). The Index consists exclusively of investment grade bonds issued by companies in the S&amp;P 500, the most widely-used U.S. equity benchmark. From over 5000 bonds issued by S&amp;P 500 companies, the Index Provider selects and weights up to 1000 of the most liquid investment grade bonds based on the following criteria: Qualifying bonds must (i) be issued by S&amp;P 500 companies (or their subsidiaries), (ii) be rated investment grade, (iii) be issued in the United States and denominated in U.S. dollars, (iv) have a remaining maturity of greater than or equal to one year (as of the monthly rebalance date), (v) have a maturity upon issuance of at least two and a half years, and (vi) have a minimum par amount of $750 million. Bonds meeting the above criteria are ranked based on their liquidity. The 1000 most liquid bonds (i.e., those with the highest average trading volumes) are included in the Index. If less than 1000 bonds meet the above criteria, all qualifying bonds will be included in the Index and the Index will consist of fewer than 1000 bonds. The Index is weighted by market value. Bond issuances with higher market values are more heavily weighted than bond issuances with lower market values. The Index constituents are reset and rebalanced on a monthly basis. As of June 30, 2020, the Index included 1001 bonds from 214 distinct issuers. The Index is published under the Bloomberg ticker symbol "SP5MAIGT."</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Fixed Income Instruments &#8212; The Fund invests substantially all of its assets in investment grade bonds issued by companies in the S&amp;P 500.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the financials and industrials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Credit Risk &#8212; Due to its exposure to debt instruments, the Fund will be subject to credit risk which is the risk that an issuer of debt instruments is unwilling or unable to make timely payments to meet its contractual obligations. When credit risk increases, the price of the debt instruments that comprise the Index will typically decrease. Conversely, when credit risk of the debt instruments decreases, the level of the Index will typically increase. By using sampling techniques, the Fund may be overexposed to certain debt instruments that would adversely affect the Fund upon the markets&#39; perceived view of increased credit risk or upon a downgrade or default of such instruments. During an economic downturn, rates of default tend to increase.</li> </ul><ul> <li>Debt Instrument Risk &#8212; Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the market. Debt markets can be volatile and the value of instruments correlated with these markets may fluctuate dramatically from day to day. </li> </ul><p>Debt instruments in the Index may underperform other debt instruments that track other markets, segments and sectors. </p><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><ul> <li>Prepayment Risk &#8212; Many types of debt instruments are subject to prepayment risk, which is the risk that the issuer of the security will repay principal (in part or in whole) prior to the maturity date. Debt instruments allowing prepayment may offer less potential for gains during a period of declining interest rates, as the proceeds may be reinvested at lower interest rates.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows the Fund&#39;s investment results during its first full calendar year of operations, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund.</p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> UltraShort SmallCap600 Important Information About the Fund ProShares UltraShort SmallCap600 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the S&amp;P SmallCap 600&#174; Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index is a measure of small-cap company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 600 U.S. operating companies selected through a process that factors in criteria such as liquidity, price, market capitalization, financial viability and public float. The Index is published under the Bloomberg ticker symbol "SML."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was not concentrated in an industry group, but was focused in the industrials, information technology and financials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 23.43%. The Index&#39;s highest May to May volatility rate during the five-year period was 40.97% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 3.92%.</li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Small- and Mid-Cap Company Investment Risk &#8212; 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.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> UltraShort Financials Important Information About the Fund ProShares UltraShort Financials (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the return of the Dow Jones U.S. FinancialsSM&#160;Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund&#39;s next NAV calculation. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund&#39;s returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund&#39;s stated multiple (-2x) times the return of the Index for the same period. For periods longer than a single day, the Fund will lose money if the Index&#39;s performance is flat, and it is possible that the Fund will lose money even if the level of the Index falls. Longer holding periods, higher Index volatility, and greater inverse leveraged exposure each exacerbate the impact of compounding on an investor&#39;s returns. During periods of higher Index volatility, the volatility of the Index may affect the Fund&#39;s return as much as or more than the return of the Index. The Fund presents different risks than other types of funds. The Fund uses leverage and is riskier than similarly benchmarked funds that do not use leverage. The Fund may not be suitable for all investors and should be used only by knowledgeable investors who understand the consequences of seeking daily inverse leveraged (-2x) investment results, including the impact of compounding on Fund performance. Investors in the Fund should actively manage and monitor their investments, as frequently as daily. An investor in the Fund could potentially lose the full principal value of their investment within a single day. Investment Objective <p>The Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily performance of the Index. <b>The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. </b></p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>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</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 0% of the average value of its entire portfolio. This portfolio turnover rate is calculated without regard to cash instrument or derivatives transactions. If such transactions were included, the Fund&#39;s portfolio turnover rate would be significantly higher. </p> Principal Investment Strategies <p>The Fund invests in financial instruments that ProShare Advisors believes, in combination, should produce daily returns consistent with the Fund&#39;s investment objective.</p><p>The Index is constructed and maintained by S&amp;P Dow Jones Indices LLC. The Index seeks to measure the performance of certain companies in the financial services sector of the U.S. equity market. Component companies include: among others, regional banks; major U.S. domiciled international banks; full line, life, and property and casualty insurance companies; companies that invest, directly or indirectly, in real estate; diversified financial companies such as credit card issuers, check cashing companies, mortgage lenders and investment advisors; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges. The Index is published under the Bloomberg ticker symbol "DJUSFN."</p><p>The Fund will invest principally in the financial instruments set forth below. </p><p>The Fund expects that its cash balances maintained in connection with the use of financial instruments will typically be held in money market instruments.</p><ul> <li>Derivatives&#160;&#8212;&#160;The Fund invests in derivatives, which are financial instruments whose value is derived from the value of an underlying asset or assets, such as stocks, bonds, funds (including exchange-traded funds ("ETFs")), interest rates or indexes. The Fund invests in derivatives as a substitute for directly shorting stocks in order to seek returns for a single day that are inverse leveraged (-2x) to the returns of the Index for that day. These derivatives principally include: </li> </ul><ul> <li>Swap Agreements &#8212; 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 a "basket" of securities or an ETF representing a particular index. </li> </ul><ul> <li>Money Market Instruments&#160;&#8212;&#160;The Fund invests in short-term cash instruments that have a remaining maturity of 397 days or less and exhibit high quality credit profiles, for example: </li> </ul><ul> <li>U.S. Treasury Bills&#160;&#8212;&#160;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. </li> </ul><ul> <li>Repurchase Agreements &#8212; 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. Repurchase agreements are primarily used by the Fund as a short-term investment vehicle for cash positions. </li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors 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 Fund&#39;s investment objective. </p><p>The Fund may gain inverse exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of two times the inverse of the single day returns of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide inverse leveraged exposure to the single day returns of the Index, consistent with its investment objective, without regard to market conditions, trends or direction. The Fund seeks investment results for a single day only, measured as the time the Fund calculates its NAV to the next time the Fund calculates its NAV, and not for any other period. </p><p>The Fund seeks to engage in daily rebalancing to position its portfolio so that its exposure to the Index is consistent with the Fund&#39;s daily investment objective. The time and manner in which the Fund rebalances its portfolio may vary from day to day at the discretion of ProShare Advisors, depending on market conditions and other circumstances. The Index&#39;s movements during the day will affect whether the Fund&#39;s portfolio needs to be rebalanced.</p><p>For example, if the Index has risen on a given day, net assets of the Fund should fall (assuming there were no Creation Units issued). As a result, the Fund&#39;s inverse exposure will need to be decreased. Conversely, if the Index has fallen on a given day, net assets of the Fund should rise (assuming there were no Creation Unit redemptions). As a result, the Fund&#39;s inverse exposure will need to be increased. </p><p> <b>Daily rebalancing and the compounding of each day&#39;s return over time means that the return of the Fund for a period longer than a single day will be the result of each day&#39;s returns compounded over the period, which will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the return of the Index for the same period. The Fund will lose money if the Index&#39;s performance is flat over time, and the Fund can lose money regardless of the performance of the Index, as a result of daily rebalancing, the Index&#39;s volatility, compounding of each day&#39;s return and other factors. See "Principal Risks" below. </b> </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the diversified financials industry group and was focused in the banks and real estate industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You may lose the full principal value of your investment within a single day.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><p>While the realization of certain of the risks described herein may benefit the Fund because the Fund seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) the daily return of the Index, such occurrences may introduce more volatility to the Fund, which could have a significant negative impact on Fund performance. </p><ul> <li>Risks Associated with the Use of Derivatives &#8212; Investing in derivatives may be considered aggressive and may expose the Fund to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives. These risks include counterparty risk, liquidity risk and increased correlation risk. When the Fund uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., the Index) and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the Fund to losses in excess of those amounts initially invested. </li> </ul><p>The Fund may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the Fund invests in swaps that use an ETF as the reference asset, the Fund may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the Fund only used swaps on the Index.</p><p>Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in the Fund&#39;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&#39;s investment objective. This, in turn, may prevent the Fund from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the Fund may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the Fund&#39;s return. </p><ul> <li>Leverage Risk &#8212; The Fund obtains investment exposure in excess of its assets in seeking to achieve its investment objective &#8212; a form of leverage &#8212; and will lose more money in market environments adverse to its daily objective than a similar fund that does not employ such leverage. The use of such leverage increases the risk of a total loss of an investor&#39;s investment. For example, because the Fund includes a multiplier of two times the inverse (-2x) the Index, a single day movement in the Index approaching 50% at any point in the day could result in the total loss of an investor&#39;s investment if that movement is contrary to the investment objective of the Fund, even if the Index subsequently moves in an opposite direction, eliminating all or a portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times. In addition, the use of leverage may increase the volatility of the Fund and magnify any differences between the performance of the Fund and the Index.</li> </ul><ul> <li>Compounding Risk &#8212; The Fund has a single day investment objective, and the Fund&#39;s performance for any other period is the result of its return for each day compounded over the period. The performance of the Fund for periods longer than a single day will very likely differ in amount, and possibly even direction, from two times the inverse (-2x) the daily return of the Index for the same period, before accounting for fees and expenses.</li> </ul><p>Compounding affects all investments, but has a more significant impact on an inverse fund. </p><p>This effect becomes more pronounced as Index volatility and holding periods increase. Fund performance for a period longer than a single day can be estimated given any set of assumptions for the following factors: (a) Index volatility; (b) Index performance; (c) period of time; (d) financing rates associated with inverse leveraged exposure; (e) other Fund expenses; and (f) dividends or interest paid with respect to securities in the Index. The chart below illustrates the impact of two principal factors &#8212; Index volatility and Index performance &#8212; on Fund performance. The chart shows estimated Fund returns for a number of combinations of Index volatility and Index performance over a one-year period. Actual volatility, Index and Fund performance may differ significantly from the chart below. Performance shown in the chart assumes: (a) no dividends paid with respect to securities included in the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to obtain inverse leveraged exposure) of zero percent. If Fund expenses and/or actual borrowing/lending rates were reflected, the Fund&#39;s performance would be different than shown.</p><p>Areas shaded darker represent those scenarios where the Fund can be expected to return less than two times the inverse (-2x) the performance of the Index.</p><table> <tr> <td valign="top" align="left">Estimated Fund Returns</td> </tr> <tr> <td valign="top" align="left">Index Performance</td> <td valign="top" align="left">One Year Volatility Rate</td> </tr> <tr> <td valign="top" align="left">One <br />Year <br />Index</td> <td valign="top" align="left">Two times<br />the inverse<br />(-2x) of the<br />One Year<br />Index</td> <td valign="top" align="left">10%</td> <td valign="top" align="left">25%</td> <td valign="top" align="left">50%</td> <td valign="top" align="left">75%</td> <td valign="top" align="left">100%</td> </tr> <tr> <td valign="top" align="left">-60%</td> <td valign="top" align="left">120%</td> <td valign="top" align="left">506.5%</td> <td valign="top" align="left">418.1%</td> <td valign="top" align="left">195.2%</td> <td valign="top" align="left">15.6%</td> <td valign="top" align="left">-68.9%</td> </tr> <tr> <td valign="top" align="left">-50%</td> <td valign="top" align="left">100%</td> <td valign="top" align="left">288.2%</td> <td valign="top" align="left">231.6%</td> <td valign="top" align="left">88.9%</td> <td valign="top" align="left">-26.0%</td> <td valign="top" align="left">-80.1%</td> </tr> <tr> <td valign="top" align="left">-40%</td> <td valign="top" align="left">80%</td> <td valign="top" align="left">169.6%</td> <td valign="top" align="left">130.3%</td> <td valign="top" align="left">31.2%</td> <td valign="top" align="left">-48.6%</td> <td valign="top" align="left">-86.2%</td> </tr> <tr> <td valign="top" align="left">-30%</td> <td valign="top" align="left">60%</td> <td valign="top" align="left">98.1%</td> <td valign="top" align="left">69.2%</td> <td valign="top" align="left">-3.6%</td> <td valign="top" align="left">-62.2%</td> <td valign="top" align="left">-89.8%</td> </tr> <tr> <td valign="top" align="left">-20%</td> <td valign="top" align="left">40%</td> <td valign="top" align="left">51.6%</td> <td valign="top" align="left">29.5%</td> <td valign="top" align="left">-26.2%</td> <td valign="top" align="left">-71.1%</td> <td valign="top" align="left">-92.2%</td> </tr> <tr> <td valign="top" align="left">-10%</td> <td valign="top" align="left">20%</td> <td valign="top" align="left">19.8%</td> <td valign="top" align="left">2.3%</td> <td valign="top" align="left">-41.7%</td> <td valign="top" align="left">-77.2%</td> <td valign="top" align="left">-93.9%</td> </tr> <tr> <td valign="top" align="left">0%</td> <td valign="top" align="left">0%</td> <td valign="top" align="left">-3.0%</td> <td valign="top" align="left">-17.1%</td> <td valign="top" align="left">-52.8%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-95.0%</td> </tr> <tr> <td valign="top" align="left">10%</td> <td valign="top" align="left">-20%</td> <td valign="top" align="left">-19.8%</td> <td valign="top" align="left">-31.5%</td> <td valign="top" align="left">-61.0%</td> <td valign="top" align="left">-84.7%</td> <td valign="top" align="left">-95.9%</td> </tr> <tr> <td valign="top" align="left">20%</td> <td valign="top" align="left">-40%</td> <td valign="top" align="left">-32.6%</td> <td valign="top" align="left">-42.4%</td> <td valign="top" align="left">-67.2%</td> <td valign="top" align="left">-87.2%</td> <td valign="top" align="left">-96.5%</td> </tr> <tr> <td valign="top" align="left">30%</td> <td valign="top" align="left">-60%</td> <td valign="top" align="left">-42.6%</td> <td valign="top" align="left">-50.9%</td> <td valign="top" align="left">-72.0%</td> <td valign="top" align="left">-89.1%</td> <td valign="top" align="left">-97.1%</td> </tr> <tr> <td valign="top" align="left">40%</td> <td valign="top" align="left">-80%</td> <td valign="top" align="left">-50.5%</td> <td valign="top" align="left">-57.7%</td> <td valign="top" align="left">-75.9%</td> <td valign="top" align="left">-90.6%</td> <td valign="top" align="left">-97.5%</td> </tr> <tr> <td valign="top" align="left">50%</td> <td valign="top" align="left">-100%</td> <td valign="top" align="left">-56.9%</td> <td valign="top" align="left">-63.2%</td> <td valign="top" align="left">-79.0%</td> <td valign="top" align="left">-91.8%</td> <td valign="top" align="left">-97.8%</td> </tr> <tr> <td valign="top" align="left">60%</td> <td valign="top" align="left">-120%</td> <td valign="top" align="left">-62.1%</td> <td valign="top" align="left">-67.6%</td> <td valign="top" align="left">-81.5%</td> <td valign="top" align="left">-92.8%</td> <td valign="top" align="left">-98.1%</td> </tr> </table><p></p><ul> <li>The foregoing table is intended to isolate the effect of Index volatility and Index performance on the return of the Fund and is not a representation of actual returns. For example, the Fund may incorrectly be expected to achieve a -40% return on a yearly basis if the Index return were 20%, absent the effects of compounding. As the table shows, with Index volatility of 50%, the Fund could be expected to return -67.20% under such a scenario. The Fund&#39;s actual returns may be significantly better or worse than the returns shown above as a result of any of the factors discussed above or in "Principal Risks &#8212; Correlation Risk" below.</li> </ul><ul> <li>The Index&#39;s annualized historical volatility rate for the five-year period ended May 31, 2020 was 22.74%. The Index&#39;s highest May to May volatility rate during the five-year period was 40.61% (May 29, 2020). The Index&#39;s annualized total return performance for the five-year period ended May 31, 2020 was 6.38%. </li> </ul><p>Historical Index volatility and performance are not indications of what the Index volatility and performance will be in the future. The volatility of U.S. exchange-traded securities or instruments that reflect the value of the Index may differ from the volatility of the Index.</p><ul> <li> <b>For additional graphs and charts demonstrating the effects of Index volatility and Index performance on the long-term performance of the Fund, see "Understanding the Risks and Long-Term Performance of Daily Objective Funds &#8212; The Impact of Compounding" in the Fund&#39;s Prospectus and "Special Note Regarding the Correlation Risks of Geared Funds" in the Fund&#39;s Statement of Additional Information.</b> </li> </ul><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of inverse leveraged correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of inverse leveraged correlation. Failure to achieve a high degree of inverse leveraged correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund&#39;s NAV each day may differ, perhaps significantly in amount, and possibly even direction, from two times the inverse (-2x) the percentage change of the Index on such day. </li> </ul><ul> <li>In order to achieve a high degree of inverse leveraged correlation with the Index, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the Fund from achieving a high degree of inverse correlation with the Index and may expose the Fund to greater leverage risk. Market disruptions or closure, 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&#39;s ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index&#39;s movements, including intraday movements. Because of this, it is unlikely that the Fund will have perfect inverse leveraged (-2x) 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 the Index is volatile, particularly when the Index is volatile at or near the close of the trading day. </li> </ul><ul> <li>A number of other factors may also adversely affect the Fund&#39;s inverse leveraged correlation with the Index, including fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being under- or overexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments and/or reference assets may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the changes in the daily performance of the Fund and changes in the level of the Index. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its daily investment objective on or around that day. </li> </ul><ul> <li>Rebalancing Risk &#8212; If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund&#39;s investment exposure may not be consistent with the Fund&#39;s investment objective. In these instances, the Fund may have investment exposure to the Index that is significantly greater or less than its stated multiple. As a result, the Fund may be more exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. </li> </ul><ul> <li>Counterparty Risk &#8212; Investing in derivatives and repurchase agreements involves entering into contracts with third parties (i.e., counterparties). The use of derivatives involves risks that are different from those associated with ordinary portfolio securities transactions. The Fund will be subject to credit risk (i.e., the risk that a counterparty is or is perceived to be unwilling or unable to make timely payments or otherwise meet its contractual obligations) with respect to the amount it expects to receive from counterparties to derivatives and repurchase agreements entered into by the Fund. If a counterparty becomes bankrupt or fails to perform its obligations, or if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund&#39;s ability to access such collateral, the value of an investment in the Fund may decline.</li> </ul><ul> <li>Short Sale Exposure Risk &#8212; The Fund may seek inverse or "short" exposure through financial instruments, which would cause the Fund to be exposed to certain risks associated with selling short. These risks include, under certain market conditions, an increase in the volatility and decrease in the liquidity of the instruments underlying the short position, which may lower the Fund&#39;s return, result in a loss, have the effect of limiting the Fund&#39;s ability to obtain inverse exposure through financial instruments, or require the Fund to seek inverse exposure through alternative investment strategies that may be less desirable or more costly to implement. To the extent that, at any particular point in time, the instruments underlying the short position may be thinly traded or have a limited market, including due to regulatory action, the Fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During such periods, the Fund&#39;s ability to issue additional Creation Units may be adversely affected. Obtaining inverse leveraged exposure through these instruments may be considered an aggressive investment technique. Any income, dividends or payments by the assets underlying the Fund&#39;s short positions will negatively impact the Fund.</li> </ul><ul> <li>Inverse Correlation Risk &#8212; Investors will lose money when the Index rises &#8212; a result that is the opposite from traditional funds. </li> </ul><ul> <li>Financials Industry Risk &#8212; The risks of investments in the industry include: extensive governmental regulation and/or nationalization that affects the scope of their activities, the prices they can charge and the amount of capital they must maintain; adverse effects from increases in interest rates; effects on profitability by loan losses, which usually increase in economic downturns; the severe competition to which banks, insurance, and financial services companies may be subject; and increased inter-sector consolidation and competition in the financials industry. The impact of more stringent capital requirements, recent or future regulation on any individual financial company or recent or future regulation on the financials industry as a whole cannot be predicted. </li> </ul><ul> <li>Equity and Market Risk &#8212; 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, stocks in the Index 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. </li> </ul><ul> <li>As a fund seeking daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the daily return of the Index, the value of an investment in the Fund is expected to decline when market conditions cause the level of the Index to rise.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Exposure to Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li> Non-Diversification Risk &#8212; The Fund is classified as "non-diversified" under the Investment Company Act of 1940, as amended ("1940 Act"). This means it has the ability to invest a relatively high percentage of its assets the securities of a small number of issuers or in financial instruments with a single counterparty or a few counterparties. This may increase the Fund&#39;s volatility and increase the risk that the Fund&#39;s performance will decline based on the performance of a single issuer or the credit of a single counterparty. </li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used by the third party provider to create the Index will result in the Fund achieving positive returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index used by the Fund may underperform other asset classes and may underperform other similar indices. Each of these factors could have a negative impact on the performance of the Fund. </li> </ul><ul> <li>Intraday Price Performance Risk &#8212; The intraday performance of shares of the Fund 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&#39;s shares relative to the Index until the Fund&#39;s next NAV calculation time will generally be greater than or less than the Fund&#39;s stated multiple times the performance of the Index. </li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high inverse leveraged correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p>In addition, the Fund&#39;s performance information reflects applicable fee waivers and/or expense limitations, if any, in effect during the periods presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p><p>Annual returns are required to be shown and should not be interpreted as suggesting that the Fund should or should not be held for longer periods of time. </p> Equities For Rising Rates ETF Investment Objective <p>ProShares Equities for Rising Rates ETF (the "Fund") seeks investment results, before fees and expenses, that track the performance of the Nasdaq U.S. Large Cap Equities for Rising Rates Index (the "Index").</p><p>The goal of the Index is to provide relative outperformance, as compared to traditional large-cap indexes, during periods of rising U.S. Treasury interest rates ("interest rates").</p> Fees and Expenses of the Fund <p>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.</p> Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <p>The Fund pays transaction and financing costs associated with the purchase and sale of securities. These costs are not reflected in the table or the example above.</p> Portfolio Turnover <p></p><p>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&#39;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&#39;s performance. During the most recent fiscal year, the Fund&#39;s annual portfolio turnover rate was 147% of the average value of its entire portfolio. </p> Principal Investment Strategies <p>The Fund invests in securities that ProShare Advisors believes, in combination, should track the performance of the Index.</p><p>The Index is constructed and maintained by Nasdaq Inc. (the "Index Provider). The component securities of the Index are selected by the Index Provider from a universe (the "Universe") of the 500 largest companies (based on market capitalization) listed on U.S. stock exchanges. The Index consists of 50 companies whose stock prices historically have tended to outperform the Universe during periods of rising interest rates. For these purposes, "interest rates" are 10-year U.S. Treasury yields. While the Index is designed to provide relative outperformance as compared to the Universe during periods of rising interest rates, it is likely to underperform during periods of falling interest rates. On a quarterly basis, the Index selects the five most interest rate sensitive industry sectors in the Universe. A sector&#39;s interest rate sensitivity is based on the correlation of weekly sector performance to weekly percentage changes in 10-year U.S. Treasury yields over the prior three-year period. The highest correlated sector receives a 30% weight in the Index; 2nd highest: 25%; 3rd highest: 20%; 4th highest: 15%; 5th highest: 10%. Within each of these five sectors, 10 stocks are selected for inclusion in the Index. The stocks selected exhibit the strongest correlation of over (and under) performance (compared to the Universe) to increases (and decreases) in 10-year U.S. Treasury yields based on weekly observations over the past three-years. If there are less than 10 stocks in any of the selected large-cap sectors, top-ranked mid-cap stocks are selected until there are 10 securities in each sector. Within each of the five sectors, stocks are equally weighted. The Index is rebalanced quarterly in March, June, September and December. The stocks included in the Index must meet certain capitalization and liquidity requirements. Factors such as the general performance of the U.S. equity market may have a much greater influence on the performance of the Index (and as a result the Fund) than changes in interest rates. While the Index is designed to provide relative outperformance as compared to the Universe during periods of rising interest rates, it is likely to underperform during periods of falling interest rates. The Index historically has been more volatile than an investment in a traditional market-cap weighted large-cap equity index. The Index is published under the Bloomberg ticker symbol "NQERRT".</p><p>Under normal circumstances, the Fund will invest at least 80% of its total assets in component securities of the Index.</p><p>The Fund will invest principally in the financial instruments set forth below. </p><ul> <li>Equity Securities&#160;&#8212;&#160;The Fund invests in common stock issued by public companies.</li> </ul><p>ProShare Advisors uses a mathematical approach to investing. Using this approach, ProShare Advisors determines the type, quantity and mix of investment positions that it believes, in combination, the Fund should hold to produce returns consistent with the Fund&#39;s investment objective. The Fund may invest in or gain exposure to only a representative sample of the securities in the Index or to securities not contained in the Index or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of the Index. </p><p>In managing the assets of the Fund, ProShare Advisors does not invest the assets of the Fund in securities or financial instruments based on ProShare Advisors&#39; view of the investment merit of a particular security, instrument, or company, nor does it conduct conventional investment research or analysis or forecast market movement or trends. </p><p>The Fund seeks to remain fully invested at all times in securities and/or financial instruments that, in combination, provide exposure to the returns of the Index without regard to market conditions, trends or direction. </p><p> The Fund will concentrate or focus its investments in a particular industry or group of industries to approximately the same extent the Index is so concentrated or focused. </p><p>As of May 31, 2020, the Index was concentrated in the financials industry group and was focused in the energy, information technology and materials industry groups.</p><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details.</p> Principal Risks <p> <b>You could lose money by investing in the Fund.</b> </p><p>The principal risks described below are intended to provide information about the factors likely to have a significant adverse impact on the Fund&#39;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.</p><ul> <li>Correlation Risk &#8212; A number of factors may affect the Fund&#39;s ability to achieve a high degree of correlation with the Index, and there is no guarantee that the Fund will achieve a high degree of correlation. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective. </li> </ul><ul> <li>Factors that may adversely affect the Fund&#39;s correlation with the Index include fees, expenses, transaction costs, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the financial instruments in which the Fund invests. The Fund may not have investment exposure to all of the securities in the Index, or its weighting of investment exposure to securities may be different from that of the Index. In addition, the Fund may invest in securities not included in the Index. The Fund may take or refrain from taking positions in order to improve tax efficiency, comply with regulatory restrictions, or for other reasons, each of which may negatively affect the Fund&#39;s correlation with the Index. The Fund may also be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or underexposed to the Index and may be impacted by Index reconstitutions and Index rebalancing events. Additionally, the Fund&#39;s underlying investments may trade on markets that may not be open on the same day as the Fund, which may cause a difference between the change in the performance of the Fund and change in the level of the Index on such day. Any of these factors could decrease correlation between the performance of the Fund and the Index and may hinder the Fund&#39;s ability to meet its investment objective.</li> </ul><ul> <li>Interest Rate Risk &#8212; Interest rate risk is the risk that debt instruments or related financial instruments may fluctuate in value due to changes in interest rates. A wide variety of factors can cause interest rates to fluctuate (e.g., central bank monetary policies, inflation rates, general economic conditions, etc.). Commonly, investments subject to interest rate risk will decrease in value when interest rates rise and increase in value when interest rates decline. A rising interest rate environment may cause the value of debt instruments to decrease and adversely impact the liquidity of debt instruments. Without taking into account other factors, the value of securities with longer maturities typically fluctuates more in response to interest rate changes than securities with shorter maturities. These factors may cause the value of an investment in the Fund to change.</li> </ul><ul> <li>Equity and Market Risk &#8212; Equity markets are volatile, and the value of securities 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, stocks in the Index 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.</li> </ul><ul> <li>Concentration and Focused Investing &#8212;The Index may concentrate (i.e., may be composed of securities that represent 25 percent or more of the value of the Index) or focus (i.e., may be composed of securities that represent a substantial portion of its value, but less than 25 percent) in an industry or group of industries. The Fund will allocate its investments to approximately the same extent as the Index. As a result, 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 as a group fall out of favor, the Fund could underperform, or its net asset value may be more volatile than, funds that have greater industry diversification.</li> </ul><ul> <li>Large-Cap Company Investment Risk &#8212; Although returns on investments in large-cap companies are often perceived as being less volatile than the returns of companies with smaller market capitalizations, the return on large-cap securities could trail the returns on investments in smaller and mid-sized companies for a number of reasons. For example, large-cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies.</li> </ul><ul> <li>Investment Style Risk &#8212; Market performance tends to be cyclical; certain investment styles may fall in and out of favor. If the market is not favoring the Fund&#39;s investment approach, the Fund&#39;s performance may lag behind other funds using different investment styles. Performance of the Index (and as a result the Fund) could be particularly poor if the equity market declines at the same time that interest rates fall. There is no guarantee that the Index, and accordingly, the Fund, will have positive performance even in environments when the Universe has positive returns and interest rates are rising sharply. The Index historically has been more volatile than an investment in a traditional market-cap weighted large-cap equity index.</li> </ul><ul> <li>Natural Disaster/Epidemic Risk &#8212; 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, the novel coronavirus 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&#39;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&#39;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 could have a significant impact on the Fund&#39;s performance, resulting in losses to your investment. </li> </ul><ul> <li>Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock &#8212; The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19. These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. Financial markets across the globe are experiencing severe distress at least equal to what was experienced during the global financial crisis in 2008. In March 2020, U.S. equity markets entered a bear market in the fastest such move in the history of U.S. financial markets. During much of 2020, the unemployment rate in the U.S. has been extremely high by historical standards. It is not possible to predict when unemployment and market conditions will return to more normal levels. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Fund to become outdated quickly or inaccurate, resulting in significant losses.</li> </ul><ul> <li>Index Performance Risk &#8212; The Fund is linked to an Index maintained by a third party provider unaffiliated with the Fund or ProShare Advisors. There can be no guarantee or assurance that the methodology used to create the Index will result in the Fund achieving positive returns or that the Index will perform better in periods of rising rates than other indexes (such as the S&amp;P 500) or investments. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index may underperform, and the Fund could lose value, while other indices or measures of market performance increase in value. The component securities of the Universe differ from the component securities of the S&amp;P 500, which may cause the Index to underperform the S&amp;P 500. Each of these factors could have a negative impact on the performance of the Fund.</li> </ul><ul> <li>Market Price Variance Risk &#8212; Investors buy and sell Fund shares in the secondary market at market prices, which 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&#39;s shares will fluctuate in response to changes in the value of the Fund&#39;s holdings, supply and demand for shares and other market factors. In addition, the instruments held by the Fund may be traded in markets on days and at times when the Fund&#39;s listing exchange is closed for trading. As a result, the value of the Fund&#39;s holdings may vary, perhaps significantly, on days and at times when investors are unable to purchase or sell Fund shares. ProShare Advisors cannot predict whether shares will trade above, below or at a price equal to the value of the Fund&#39;s holdings. </li> </ul><ul> <li>Early Close/Late Close/Trading Halt Risk &#8212; An exchange or market may close early, close late or issue trading halts on specific securities or financial instruments. As a result, the ability to trade certain securities or financial instruments may be restricted, which may disrupt the Fund&#39;s creation and redemption process, potentially affect the price at which the Fund&#39;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&#39;s shares are halted, investors may be temporarily unable to trade shares of the Fund. </li> </ul><ul> <li>Liquidity Risk &#8212; 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, 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. </li> </ul><p>These situations may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Index. </p><ul> <li>Portfolio Turnover Risk &#8212; The Fund may incur high portfolio turnover to manage the Fund&#39;s investment exposure. Additionally, active market trading of the Fund&#39;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. </li> </ul><ul> <li>Tax Risk &#8212; 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&#39;s pursuit of its investment strategies will potentially be limited by the Fund&#39;s intention to qualify for such treatment and could adversely affect the Fund&#39;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&#39;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. </li> </ul><ul> <li>Valuation Risk &#8212; In certain circumstances (e.g., if ProShare Advisors believes market quotations do not accurately reflect the fair value of an investment, or a trading halt closes an exchange or market early), ProShare Advisors may, in its sole discretion, choose to determine a fair value price as the basis for determining the market 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. </li> </ul><p>Please see "Investment Objectives, Principal Investment Strategies and Related Risks" in the Fund&#39;s Prospectus for additional details. </p> Investment Results <p> The bar chart below shows how the Fund&#39;s investment results have varied from year to year, and the table shows how the Fund&#39;s average annual total returns for various periods compare with a broad measure of market performance. This information provides some indication of the risks of investing in the Fund. </p><p> Past results (before and after taxes) are not predictive of future results. Updated information on the Fund&#39;s results can be obtained by visiting the Fund&#39;s website (www.proshares.com).</p> Annual Returns as of December 31 <p>Average annual total returns are shown on a before- and after-tax basis for the Fund. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor&#39;s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold shares through tax-deferred arrangements, such as a retirement account. After-tax returns may exceed the return before taxes due to a tax benefit from realizing a capital loss on a sale of shares.</p> 2020-05-31 ProShares Trust 2020-09-28 0001174610 false 2020-09-28 2020-09-28 N-1A 485BPOS Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2016-12-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2013-09-30 Worst Return 2011-09-30 year-to-date return 2020-06-30 2010-04-27 Best Return 2012-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2012-03-31 year-to-date return 2020-06-30 Best Return 2012-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 2010-02-09 Best Return 2012-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 2013-10-09 Best Return 2019-03-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 2010-02-09 Best Return 2019-12-31 Worst Return 2016-03-31 year-to-date return 2020-06-30 2010-04-07 Best Return 2019-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2013-03-31 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2010-09-30 year-to-date return 2020-06-30 Best Return 2011-09-30 Worst Return 2010-09-30 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2016-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2010-06-30 Worst Return 2013-03-31 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2019-09-30 year-to-date return 2020-06-30 Best Return 2016-06-30 Worst Return 2014-12-31 year-to-date return 2020-06-30 2013-11-19 Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2010-12-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2017-03-31 Worst Return 2018-06-30 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 2013-11-05 Best Return 2019-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 2011-07-12 Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 2010-02-09 Best Return 2019-12-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 2010-02-09 Best Return 2013-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2010-12-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2016-12-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2011-09-30 Worst Return 2010-09-30 year-to-date return 2020-06-30 Best Return 2016-12-31 Worst Return 2014-12-31 year-to-date return 2020-06-30 2012-03-27 Best Return 2019-12-31 Worst Return 2019-09-30 year-to-date return 2020-06-30 2018-11-05 Best Return 2016-09-30 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2011-09-30 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2012-03-31 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2019-09-30 year-to-date return 2020-06-30 Best Return 2011-09-30 Worst Return 2016-12-31 year-to-date return 2020-06-30 2010-01-19 Best Return 2012-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 2010-02-09 Best Return 2013-03-31 Worst Return 2010-06-30 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2012-03-31 year-to-date return 2020-06-30 2010-02-09 Best Return 2018-09-30 Worst Return 2017-09-30 year-to-date return 2020-06-30 Best Return 2018-09-30 Worst Return 2013-03-31 year-to-date return 2020-06-30 2012-12-11 Best Return 2019-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2016-03-31 Worst Return 2015-06-30 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 2014-10-08 Best Return 2016-03-31 Worst Return 2015-09-30 year-to-date return 2020-06-30 2010-04-27 Best Return 2010-09-30 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2012-12-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 2010-12-02 Best Return 2019-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2011-09-30 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2011-09-30 Worst Return 2010-09-30 year-to-date return 2020-06-30 Best Return 2015-06-30 Worst Return 2016-03-31 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 2013-02-26 Best Return 2012-12-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2010-09-30 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2019-03-31 year-to-date return 2020-06-30 Best Return 2010-09-30 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2011-09-30 Worst Return 2010-09-30 year-to-date return 2020-06-30 Best Return 2019-12-31 Worst Return 2015-09-30 year-to-date return 2020-06-30 2012-01-10 Best Return 2010-12-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2015-09-30 year-to-date return 2020-06-30 2014-03-25 Best Return 2018-12-31 Worst Return 2012-03-31 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 2014-08-19 Best Return 2018-12-31 Worst Return 2018-06-30 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2016-03-31 Worst Return 2013-09-30 year-to-date return 2020-06-30 2010-04-07 Best Return 2011-09-30 Worst Return 2012-03-31 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2016-12-31 Worst Return 2012-06-30 year-to-date return 2020-06-30 2011-04-04 Best Return 2016-12-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2011-09-30 Worst Return 2011-12-31 year-to-date return 2020-06-30 2010-03-16 Best Return 2011-12-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2011-09-30 Worst Return 2010-09-30 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2019-03-31 year-to-date return 2020-06-30 2011-03-21 Best Return 2019-03-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 2010-02-09 Best Return 2011-09-30 Worst Return 2016-12-31 year-to-date return 2020-06-30 2010-01-19 Best Return 2011-09-30 Worst Return 2011-12-31 year-to-date return 2020-06-30 2010-03-16 Best Return 2010-09-30 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2015-09-30 Worst Return 2016-03-31 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2011-09-30 Worst Return 2010-09-30 year-to-date return 2020-06-30 Best Return 2011-09-30 Worst Return 2011-12-31 year-to-date return 2020-06-30 2010-03-16 Best Return 2012-03-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2012-03-31 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2011-09-30 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2012-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2015-09-30 year-to-date return 2020-06-30 2011-04-13 Best Return 2013-03-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 2010-02-09 Best Return 2019-03-31 Worst Return 2015-09-30 year-to-date return 2020-06-30 2013-05-21 Best Return 2016-12-31 Worst Return 2011-09-30 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 Best Return 2019-03-31 Worst Return 2019-12-31 year-to-date return 2020-06-30 Best Return 2018-12-31 Worst Return 2011-12-31 year-to-date return 2020-06-30 Best Return 2011-09-30 Worst Return 2012-03-31 year-to-date return 2020-06-30 Best Return 2019-12-31 Worst Return 2018-12-31 year-to-date return 2020-06-30 1.9300 2.9200 0.0600 1.4400 0.2300 0.3700 0.3100 0.2100 0.2100 0.3100 0.7300 0.3700 0.0400 0.3300 0.4100 0.7300 0.4600 0.5800 0.5300 0.3100 0.2900 0.1300 0.6100 0.5100 0.5300 0.6800 0.6900 0.0800 1.4700 0.2000 0.8900 0.5200 0.2100 0.2100 2.0600 0.5700 25.6400 2.4900 0.5200 0.8100 0.5100 0.9200 0.2500 0.3300 0.0800 0.5500 0.2900 0.0400 0.0400 0.0500 0.0500 0.3700 0.3100 0.4500 0.8900 0.8100 0.6600 0.0075 0.0024 0.0099 0.0004 0.0095 0.1525 0.1252 0.1125 0.2420 0.1075 0.0303 0.1567 0.2147 0.0345 0.1847 0.1223 0.1281 0.0299 0.1847 0.1154 0.1326 0.1894 0.1171 0.1334 0.1091 0.0829 0.0829 0.2534 0.0975 0.1340 0.0075 0.0019 0.0094 0.1302 0.2898 0.0639 0.1279 0.2343 0.0191 0.0348 0.0840 0.0378 0.1155 0.1323 0.2414 0.2086 0.1155 0.0446 0.0881 0.1214 0.0465 0.0890 0.0683 0.0339 0.0599 0.1509 0.0854 0.0738 0.0075 0.0158 0.0233 0.0138 0.0095 0.3156 0.4160 0.5128 0.1591 0.0741 0.0658 0.5652 0.3220 0.4741 0.2850 0.4577 0.3261 0.4741 0.0624 0.0708 0.4697 0.0598 0.0694 0.2803 0.0479 0.0568 0.2458 0.0048 0.0670 0.0075 0.0024 0.0099 0.0004 0.0095 0.1977 0.0713 0.2015 0.5588 0.3886 0.0288 0.2438 0.8121 0.1003 1.0219 0.4803 0.3452 0.1744 1.0219 0.3336 0.2842 1.0209 0.3330 0.2839 0.6054 0.2809 0.2527 0.4747 0.1981 0.1650 0.0075 0.0029 0.0104 0.0009 0.0095 0.3891 0.2249 0.3434 0.4940 0.3414 0.2474 0.1936 0.4403 0.0991 0.4968 0.3535 0.3286 0.4589 0.4968 0.3122 0.3389 0.5009 0.3142 0.3399 0.2935 0.1872 0.1294 0.3946 0.1752 0.1806 0.0075 0.0023 0.0098 0.0003 0.0095 0.0777 0.5195 1.3999 0.5682 0.1741 0.1105 1.1864 0.1965 1.3392 0.7586 0.4781 0.1275 1.3392 0.3990 0.4914 1.3388 0.3988 0.4914 0.7930 0.3400 0.4519 0.3946 0.1752 0.1897 0.0075 0.0024 0.0099 0.0004 0.0095 0.3704 0.0013 0.3498 0.8184 0.3752 0.1474 0.1001 0.7055 0.0839 0.8207 0.4606 0.3326 0.2128 0.8207 0.2913 0.3246 0.8201 0.2910 0.3243 0.4862 0.2434 0.2913 0.3946 0.1752 0.1806 0.0035 0.0000 0.0035 0.1538 0.0046 0.1141 0.2124 0.0318 0.2745 0.1236 0.0877 0.0979 0.2745 0.1086 0.1298 0.2641 0.1024 0.1239 0.1621 0.0845 0.1035 0.2797 0.0856 0.1344 0.0075 0.0086 0.0161 0.0066 0.0095 0.2765 0.4965 1.2039 0.2297 0.1430 0.5928 0.4686 0.3892 0.7670 0.4517 0.5515 0.6013 0.7670 0.1669 0.2905 0.7650 0.1664 0.2902 0.4551 0.1353 0.2586 0.2620 0.0467 0.1326 0.0075 0.0035 0.0110 0.0015 0.0095 0.1581 0.6711 1.6015 0.6669 0.1380 0.4423 0.4076 0.2438 0.4494 0.4274 0.1767 0.4552 0.0034 0.2419 0.4552 0.0034 0.2419 0.2695 0.0026 0.2124 0.2511 0.0255 0.1565 0.0027 0.0000 0.0027 0.1032 0.2178 0.0304 0.3104 0.1419 0.1380 0.0015 0.3104 0.1480 0.3057 0.1429 0.1866 0.1171 0.3148 0.1512 0.0075 0.0220 0.0295 0.0200 0.0095 0.4591 0.1981 0.3368 0.4727 0.2170 0.0306 0.3644 0.2716 0.2240 0.3781 0.4265 0.2835 0.1499 0.3781 0.1933 0.2742 0.3813 0.1946 0.2748 0.2235 0.1303 0.1231 0.2620 0.0467 0.1271 0.0075 0.0353 0.0428 0.0333 0.0095 0.3499 0.2441 0.2452 0.4457 0.2368 0.1719 0.1411 0.2707 0.3106 0.3887 0.2180 0.2386 0.1716 0.3887 0.1611 0.2389 0.3922 0.1624 0.2396 0.2297 0.1115 0.1172 0.2869 0.0607 0.1206 0.0075 0.0597 0.0672 0.0577 0.0095 0.4203 0.2677 0.3932 0.5325 0.2825 0.1896 0.1599 0.3127 0.1035 0.3853 0.2994 0.2574 0.2231 0.3853 0.2374 0.3164 0.3912 0.2395 0.3173 0.2277 0.1540 0.1278 0.2693 0.1074 0.1678 0.0075 0.0040 0.0115 0.0020 0.0095 0.1422 0.0284 0.1922 0.2013 0.0387 0.0282 0.0486 0.2024 0.1633 0.1660 0.2041 0.1668 0.0375 0.1660 0.0648 0.0824 0.1710 0.0662 0.0831 0.0981 0.0482 0.0565 0.2201 0.0079 0.0550 0.0075 0.0018 0.0093 0.3577 0.1149 0.4629 1.1856 0.3800 0.0505 0.3011 0.7127 0.2492 1.0286 0.4223 0.4175 0.3631 1.0286 0.2637 0.3282 1.0262 0.2628 0.3276 0.6101 0.2188 0.2946 0.3149 0.0985 0.1355 0.0075 0.0086 0.0161 0.0066 0.0095 0.4887 0.1051 0.3311 0.9111 0.1103 0.0733 0.3700 0.4975 0.2680 0.6584 0.3847 0.4082 0.2934 0.6584 0.1821 0.2413 0.6558 0.1809 0.2404 0.3912 0.1480 0.2119 0.3281 0.0842 0.1438 0.0040 0.0001 0.0041 0.2996 0.1024 0.0316 0.1881 0.1080 0.0858 0.1133 0.1881 0.1064 0.1823 0.1017 0.1150 0.0838 0.1929 0.1104 0.0075 0.0326 0.0401 0.0306 0.0095 0.1510 0.2973 0.3306 0.5321 0.4136 0.2129 0.0276 0.3438 0.1581 0.3232 0.2482 0.2641 0.2253 0.3232 0.2214 0.2926 0.3271 0.2224 0.2931 0.1908 0.1455 0.1254 0.2127 0.0887 0.1513 0.0045 0.0001 0.0046 0.1422 0.0068 0.1628 0.3579 0.1612 0.0046 0.1377 0.2250 0.0783 0.2923 0.1323 0.1560 0.0729 0.2923 0.1057 0.1330 0.2877 0.1017 0.1298 0.1759 0.0832 0.1112 0.3003 0.0889 0.1414 0.0065 0.0000 0.0065 0.0699 0.1677 0.2282 0.1331 0.4847 0.1677 0.1004 0.1677 0.1004 0.0993 0.0775 0.1660 0.1016 0.0050 0.0165 0.0215 0.0165 0.0050 0.0242 0.0668 0.0788 0.0333 0.0046 0.0508 0.0349 0.0411 0.0253 0.0508 0.0446 0.0336 0.0357 0.0251 0.0145 0.0300 0.0253 0.0169 0.0653 0.0333 0.0375 0.0075 0.0015 0.0090 0.1650 0.0795 0.1581 0.2580 0.1367 0.0420 0.1236 0.1734 0.0487 0.2224 0.1514 0.1234 0.0683 0.2224 0.1076 0.1350 0.2275 0.1096 0.1359 0.1314 0.0778 0.0840 0.3149 0.0985 0.1355 0.0075 0.0039 0.0114 0.0019 0.0095 0.3335 0.0365 0.0419 0.5314 0.2196 0.4392 0.4719 0.0724 0.4003 0.1259 0.4500 0.4591 0.6998 0.1259 0.1236 0.0188 0.1190 0.1272 0.0212 0.0798 0.0871 0.0132 0.1041 0.1081 0.0262 0.0060 0.0001 0.0061 0.3130 0.0670 0.1361 0.1036 0.0789 0.1870 0.1361 0.1330 0.1315 0.1271 0.0870 0.1049 0.1481 0.1459 0.0030 0.0000 0.0030 0.0192 0.0216 0.0726 0.0564 0.0433 0.1266 0.0495 0.0487 0.0685 0.1266 0.0363 0.0303 0.1101 0.0206 0.0148 0.0744 0.0205 0.0160 0.1253 0.0169 0.0336 0.0075 0.0087 0.0162 0.0067 0.0095 0.0329 0.0435 0.0090 0.0033 0.0223 0.0547 0.0421 0.0950 0.0482 0.0500 0.0193 0.0950 0.0242 0.0207 0.0904 0.0230 0.0199 0.0565 0.0182 0.0158 0.1047 0.0212 0.0305 0.0075 0.0036 0.0111 0.0016 0.0095 0.4309 0.4860 0.6824 0.2796 0.0538 0.5500 0.3841 0.2315 0.5385 0.8052 0.4992 0.4013 0.5385 0.3166 0.4466 0.5417 0.3181 0.4472 0.3183 0.1888 0.1343 0.2552 0.0372 0.1251 0.0055 0.0001 0.0056 0.0712 0.2136 0.1123 0.2555 0.1113 0.1276 0.0747 0.2555 0.0489 0.2502 0.0447 0.1573 0.0385 0.2670 0.0555 0.0075 0.0156 0.0231 0.0136 0.0095 0.3629 0.4760 0.6260 0.3254 0.0741 0.5116 0.3860 0.2950 0.5307 0.6672 0.4186 0.3676 0.5307 0.2995 0.4161 0.5330 0.3002 0.4164 0.3138 0.1819 0.1337 0.2620 0.0467 0.1326 0.0075 0.0196 0.0271 0.0176 0.0095 0.3805 0.1290 0.2389 0.6602 0.2235 0.0843 0.0725 0.3291 0.2920 0.5706 0.2881 0.1999 0.1521 0.5706 0.1144 0.2102 0.5669 0.1124 0.2085 0.3398 0.0908 0.1825 0.2869 0.0607 0.1206 0.0075 0.0049 0.0124 0.0029 0.0095 0.5027 0.1823 0.3056 0.8700 0.0604 0.1199 0.4072 0.2705 0.2575 0.4848 0.3402 0.4219 0.3677 0.4848 0.1164 0.1862 0.4827 0.1156 0.1857 0.2883 0.0928 0.1607 0.2552 0.0372 0.1182 0.0040 0.0001 0.0041 0.3557 0.0470 0.0071 0.1737 0.1320 0.0806 0.2053 0.1737 0.1135 0.1678 0.1085 0.1066 0.0896 0.1787 0.1183 0.0075 0.0308 0.0383 0.0288 0.0095 0.3060 0.0297 0.3618 0.3685 0.0660 0.0770 0.1240 0.3657 0.3170 0.3235 0.3906 0.3142 0.0088 0.3235 0.1450 0.1832 0.3258 0.1457 0.1835 0.1913 0.1015 0.1026 0.2201 0.0079 0.0550 0.0075 0.0040 0.0115 0.0020 0.0095 0.3944 0.5562 0.1102 0.1332 0.2525 0.0675 0.3557 0.4386 0.2530 0.5553 0.3557 0.1689 0.2058 0.3602 0.1703 0.2067 0.2103 0.1163 0.1218 0.1509 0.0854 0.0519 0.0050 0.0000 0.0050 0.2276 0.1219 0.0697 0.1116 0.2276 0.0994 0.2266 0.0984 0.1354 0.0758 0.2354 0.1057 0.0075 0.0036 0.0111 0.0016 0.0095 0.1948 0.1463 0.1014 0.7795 0.7801 0.0833 0.5815 0.8093 0.2628 1.0928 0.4053 0.3358 0.0128 1.0928 0.3226 0.2794 1.0880 0.3206 0.2777 0.6488 0.2704 0.2473 0.5246 0.1954 0.1750 0.0075 0.0314 0.0389 0.0294 0.0095 0.4620 0.2049 0.3374 0.5253 0.1892 0.0497 0.3467 0.3623 0.1937 0.4450 0.4365 0.3206 0.1811 0.4450 0.2348 0.2991 0.4479 0.2359 0.2996 0.2632 0.1525 0.1261 0.3281 0.0842 0.1438 0.0075 0.0165 0.0240 0.0145 0.0095 0.3079 0.1777 0.2768 0.4174 0.3537 0.1746 0.2977 0.4851 0.1131 0.5659 0.3643 0.3385 0.4889 0.5659 0.3512 0.3316 0.5682 0.3522 0.3321 0.3345 0.2011 0.1289 0.4747 0.1981 0.1650 0.0058 0.0000 0.0058 0.2011 0.2655 0.1145 0.4189 0.2011 0.0633 0.2011 0.0633 0.1191 0.0480 0.2067 0.0588 0.0075 0.0045 0.0120 0.0025 0.0095 0.3156 0.0709 0.1270 0.1741 0.0193 0.0051 0.0311 0.0129 0.1373 0.2074 0.1119 0.2194 0.1373 0.0347 0.0712 0.1306 0.0300 0.0663 0.0812 0.0246 0.0551 0.0850 0.0470 0.0440 0.0075 0.0158 0.0233 0.0138 0.0095 0.2395 0.3275 0.1522 0.5019 0.1521 0.1372 0.0008 0.4891 0.3130 0.3438 0.2386 0.2977 0.1861 0.3438 0.0933 0.0669 0.3423 0.0903 0.0654 0.2034 0.0728 0.0535 0.1961 0.0309 0.0658 0.0075 0.0024 0.0099 0.0004 0.0095 0.4024 0.3209 0.5695 0.3016 0.1381 0.4219 0.5219 0.0070 0.4956 0.3475 0.3635 0.3695 0.4956 0.3464 0.3888 0.4992 0.3480 0.3896 0.2929 0.1996 0.1330 0.2534 0.0975 0.1394 0.0075 0.0033 0.0108 0.0013 0.0095 0.0504 0.1802 0.3833 0.9457 0.5207 0.0797 0.0894 0.4601 0.0539 0.3891 0.3380 0.2315 0.0792 0.3891 0.1602 0.2670 0.3881 0.1592 0.2659 0.2309 0.1293 0.2360 0.2127 0.0887 0.1513 0.0075 0.0027 0.0102 0.0007 0.0095 0.3700 0.4845 0.6466 0.4789 0.3748 0.3006 0.5875 0.2097 0.6594 0.5108 0.4521 0.6608 0.6594 0.4539 0.4962 0.6621 0.4556 0.4970 0.3896 0.2276 0.1348 0.3946 0.1752 0.1897 0.0075 0.0001 0.0076 0.0240 0.0157 0.0084 0.0179 0.0249 0.0070 0.0084 0.0022 0.0139 0.0006 0.0049 0.0005 0.0050 0.0167 0.0075 0.0274 0.0349 0.0274 0.0075 0.0404 0.0282 0.0001 0.0140 0.0222 0.0374 0.0436 0.0286 0.0394 0.0146 0.0436 0.0176 0.0034 0.0413 0.0157 0.0007 0.0268 0.0133 0.0021 0.0516 0.0200 0.0139 0.0027 0.0000 0.0027 0.1072 0.1763 0.0621 0.2633 0.1197 0.1251 0.0860 0.2633 0.1196 0.2581 0.1142 0.1591 0.0938 0.2676 0.1224 0.0075 0.0289 0.0364 0.0269 0.0095 0.2140 0.1366 0.0829 0.2290 0.0550 0.1926 0.2578 0.0005 0.1974 0.1030 0.3148 0.1823 0.1866 0.1030 0.0100 0.0705 0.1057 0.0107 0.0708 0.0610 0.0078 0.0491 0.1041 0.1081 0.0262 0.0075 0.0066 0.0141 0.0046 0.0095 0.1166 0.3490 0.0046 0.2862 0.5861 0.1302 0.3128 0.2228 0.0270 0.4795 0.3245 0.1286 0.3348 0.4795 0.1623 0.2068 0.4764 0.1577 0.2019 0.2858 0.1298 0.1774 0.2494 0.0972 0.1218 0.0007 0.0114 0.0074 0.0195 0.0100 0.0095 0.0384 0.0212 0.0246 0.0369 0.0758 0.0296 0.0419 0.0815 0.0758 0.0083 0.0112 0.0683 0.0015 0.0045 0.0473 0.0045 0.0068 0.0742 0.0090 0.0126 0.0075 0.0134 0.0209 0.0114 0.0095 0.4901 0.0542 0.3614 0.3632 0.7061 1.2787 0.3520 0.1871 0.4404 0.5094 0.5716 0.7514 0.4404 0.0118 0.1322 0.4367 0.0111 0.1324 0.2604 0.0087 0.0833 0.2630 0.0033 0.0053 0.0075 0.0047 0.0122 0.0027 0.0095 0.2532 0.4201 0.3482 0.1127 0.1107 0.3358 0.1529 0.8144 0.3380 0.3177 0.4026 0.4864 0.2847 0.3177 0.0392 0.0065 0.3092 0.0377 0.0072 0.1875 0.0296 0.0052 0.1842 0.0088 0.0368 0.0075 0.0247 0.0322 0.0227 0.0095 0.0646 0.0259 0.1076 0.0038 0.0666 0.0473 0.0450 0.0296 0.0164 0.0550 0.0596 0.0945 0.0164 0.0228 0.0017 0.0208 0.0267 0.0049 0.0066 0.0171 0.0010 0.0048 0.0247 0.0096 0.0027 0.0000 0.0027 0.1419 0.2139 0.0638 0.3299 0.1483 0.1433 0.0353 0.3299 0.1519 0.3246 0.1465 0.1986 0.1203 0.3346 0.1556 0.0075 0.0056 0.0131 0.0036 0.0095 0.5158 0.3260 0.3406 0.1104 0.4086 0.1206 0.2047 0.1802 0.0588 0.3892 0.2200 0.2962 0.1399 0.3892 0.1799 0.2717 0.3932 0.1813 0.2723 0.2301 0.1227 0.1228 0.2892 0.0485 0.1195 0.0075 0.0016 0.0091 0.2647 0.0263 0.3075 0.7046 0.2562 0.0108 0.2124 0.4420 0.1444 0.6375 0.2723 0.2817 0.1677 0.6375 0.1936 0.2365 0.6353 0.1920 0.2351 0.3786 0.1577 0.2070 0.3149 0.0985 0.1355 0.0075 0.0572 0.0647 0.0552 0.0095 0.0075 0.0062 0.0137 0.0042 0.0095 0.3560 0.1840 0.4403 0.4213 0.0501 0.0767 0.1247 0.3942 0.3188 0.3634 0.4211 0.3682 0.0121 0.3634 0.1629 0.2298 0.3658 0.1637 0.2301 0.2149 0.1125 0.1153 0.2458 0.0048 0.0534 0.0075 0.0191 0.0266 0.0171 0.0095 0.2044 0.3625 0.0674 0.2877 0.4280 0.0016 0.3217 0.2185 0.1009 0.3538 0.1230 0.2649 0.1461 0.3538 0.2096 0.2459 0.3558 0.2101 0.2462 0.2093 0.1392 0.1185 0.2494 0.0972 0.1218 0.0050 0.0088 0.0281 0.0419 0.0078 0.0341 0.0264 0.0441 0.1106 0.1501 0.1323 0.2493 0.1119 0.1551 0.2412 0.2493 0.0765 0.0773 0.2109 0.0395 0.0419 0.1476 0.0449 0.0464 0.2593 0.0060 0.0818 0.0075 0.0050 0.0125 0.0030 0.0095 0.0268 0.3799 0.3775 0.0737 0.1957 0.3012 0.0361 0.7984 0.3132 0.2456 0.3689 0.5055 0.2194 0.2456 0.0072 0.0007 0.2235 0.0028 0.0015 0.1434 0.0036 0.0004 0.1453 0.0141 0.0344 0.0075 0.0917 0.0992 0.0897 0.0095 0.4028 0.1957 0.3642 0.5484 0.0225 0.0303 0.4137 0.2617 0.2186 0.2823 0.3619 0.3418 0.2035 0.2823 0.0028 0.0898 0.2797 0.0005 0.0871 0.1689 0.0021 0.0736 0.1674 0.0131 0.0710 0.0075 0.0110 0.0185 0.0090 0.0095 0.3848 0.1862 0.0874 0.5130 0.5246 0.1359 0.4850 0.5129 0.0219 0.6306 0.3089 0.3391 0.5238 0.6306 0.3991 0.3808 0.6323 0.4000 0.3813 0.3727 0.2152 0.1315 0.5246 0.1954 0.1750 0.0075 0.0048 0.0123 0.0028 0.0095 0.5741 0.3658 0.1527 0.3826 0.0282 0.2739 0.3718 0.5093 0.3497 0.3403 0.4358 0.5147 0.2696 0.3403 0.0556 0.0792 0.3360 0.0538 0.0768 0.2040 0.0431 0.0640 0.1976 0.0295 0.0740 0.0075 0.0030 0.0105 0.0010 0.0095 0.2083 0.0899 0.2021 0.0125 0.0012 0.1198 0.1527 0.2809 0.1460 0.1535 0.2896 0.1782 0.0118 0.1535 0.0792 0.0769 0.1578 0.0808 0.0777 0.0907 0.0584 0.0532 0.1842 0.0088 0.0368 0.0055 0.0058 0.0113 0.0083 0.0030 0.0816 0.1359 0.0798 0.0302 0.0033 0.0131 0.0171 0.0686 0.1044 0.0835 0.0171 0.0105 0.0319 0.0092 0.0191 0.0390 0.0100 0.0117 0.0263 0.0058 0.0347 0.0301 0.0075 0.0084 0.0159 0.0064 0.0095 0.4884 0.0891 0.3040 0.9339 0.0781 0.0735 0.5269 0.2328 0.2159 0.4123 0.3383 0.3890 0.4431 0.4123 0.1407 0.2169 0.4110 0.1402 0.2166 0.2448 0.1130 0.1892 0.2278 0.0392 0.1334 0.0075 0.0018 0.0093 0.4639 0.3256 0.4247 0.6004 0.3698 0.1680 0.3527 0.4420 0.0373 0.5638 0.4528 0.3601 0.4119 0.5638 0.3290 0.3901 0.5667 0.3309 0.3909 0.3333 0.1935 0.1318 0.3149 0.0985 0.1355 0.0075 0.0026 0.0101 0.0006 0.0095 0.2957 0.2620 0.2194 0.4264 0.2059 0.0739 0.2956 0.3856 0.0281 0.3547 0.2384 0.2495 0.1662 0.3547 0.2327 0.2601 0.3588 0.2346 0.2610 0.2097 0.1516 0.1210 0.2534 0.0975 0.1340 0.0045 0.0001 0.0001 0.0047 0.1392 0.1184 0.1319 0.0798 0.2669 0.1581 0.0910 0.1405 0.2669 0.0490 0.0622 0.2581 0.0410 0.0541 0.1643 0.0369 0.0474 0.2653 0.0153 0.0588 0.0075 0.0103 0.0178 0.0083 0.0095 0.3070 0.1130 0.2354 0.4552 0.0336 0.2531 0.1508 0.3622 0.2959 0.3012 0.3638 0.2156 0.0237 0.3012 0.1820 0.1900 0.3020 0.1822 0.1900 0.1782 0.1236 0.1048 0.1961 0.0309 0.0658 0.0075 0.0031 0.0106 0.0011 0.0095 0.5135 0.1253 0.3360 0.7138 0.1592 0.0781 0.3987 0.3071 0.2566 0.5010 0.2908 0.3876 0.3580 0.5010 0.1347 0.2079 0.4986 0.1335 0.2072 0.2980 0.1079 0.1807 0.2620 0.0467 0.1271 0.0027 0.0000 0.0027 0.1053 0.2326 0.0375 0.3213 0.1337 0.1289 0.0173 0.3213 0.1536 0.3166 0.1491 0.1930 0.1219 0.3258 0.1572 0.0075 0.0016 0.0091 0.3204 0.1905 0.2981 0.4516 0.2574 0.0960 0.2402 0.3195 0.0586 0.4129 0.3029 0.2438 0.2199 0.4129 0.2191 0.2655 0.4166 0.2210 0.2665 0.2441 0.1445 0.1219 0.3149 0.0985 0.1355 0.0050 0.0001 0.0051 0.0063 0.0714 0.2173 0.1151 0.2406 0.1026 0.1203 0.0793 0.2406 0.0428 0.0258 0.2353 0.0379 0.0211 0.1475 0.0333 0.0199 0.2482 0.0106 0.0311 0.0065 0.0001 0.0066 0.1060 0.0835 0.2268 0.0871 0.0540 0.0835 0.0728 0.0864 0.0755 0.0493 0.0560 0.0712 0.0512 0.0075 0.0058 0.0133 0.0038 0.0095 0.4108 0.3179 0.1793 0.4146 0.0844 0.3457 0.4789 0.0102 0.3565 0.2329 0.6878 0.3513 0.0804 0.2329 0.0630 0.1721 0.2346 0.0637 0.1724 0.1379 0.0467 0.0989 0.1041 0.1081 0.0262 0.0035 0.0001 0.0036 0.0075 0.0056 0.0131 0.0036 0.0095 0.3588 0.4944 0.6877 0.5556 0.3751 0.2204 0.3722 0.0497 0.4079 0.5151 0.3352 0.3998 0.4079 0.2153 0.3684 0.4119 0.2166 0.3690 0.2409 0.1423 0.1339 0.2511 0.0255 0.1565 0.0075 0.0052 0.0127 0.0032 0.0095 0.1742 0.0194 0.2398 0.2749 0.1438 0.0358 0.1758 0.1702 0.0966 0.2318 0.2011 0.1729 0.0463 0.2318 0.1109 0.1406 0.2353 0.1120 0.1412 0.1370 0.0797 0.0864 0.3256 0.0638 0.1254 0.0075 0.0146 0.0221 0.0126 0.0095 0.2617 0.1163 0.1730 0.3155 0.0875 0.0160 0.2399 0.1276 0.0809 0.1839 0.2403 0.1819 0.0308 0.1839 0.1046 0.1513 0.1875 0.1055 0.1517 0.1087 0.0755 0.0909 0.2278 0.0392 0.1334 0.0075 0.0047 0.0122 0.0027 0.0095 0.0544 0.0462 0.0969 0.0317 0.0196 0.0220 0.0132 0.0529 0.0567 0.0507 0.1028 0.0529 0.0228 0.0433 0.0587 0.0246 0.0443 0.0313 0.0179 0.0319 0.0850 0.0470 0.0410 0.0075 0.0031 0.0106 0.0011 0.0095 0.2146 0.2782 0.1021 0.1003 0.1794 0.0601 0.0340 0.0415 0.0186 0.1136 0.1180 0.1844 0.1959 0.1136 0.0471 0.0968 0.1201 0.0490 0.0977 0.0672 0.0357 0.0648 0.0850 0.0470 0.0451 0.0075 0.0085 0.0160 0.0065 0.0095 0.1418 0.1844 0.0502 0.2293 0.0542 0.0991 0.0913 0.0441 0.2097 0.1289 0.1487 0.0039 0.2097 0.0857 0.1279 0.2135 0.0869 0.1285 0.1240 0.0627 0.0811 0.2892 0.0485 0.1122 0.0075 0.0023 0.0098 0.0003 0.0095 0.2502 0.1071 0.1820 0.6381 0.1794 0.0327 0.3131 0.5938 0.1334 0.4839 0.2487 0.2372 0.2711 0.4839 0.2109 0.2346 0.4815 0.2081 0.2325 0.2879 0.1720 0.2050 0.2534 0.0975 0.1340 0.0075 0.0137 0.0212 0.0117 0.0095 0.5471 0.0328 0.2792 0.3623 0.1331 0.1584 0.3793 0.3775 0.3060 0.3300 0.6702 0.3554 0.2007 0.3300 0.1710 0.2353 0.3317 0.1714 0.2355 0.1952 0.1172 0.1164 0.1976 0.0295 0.0740 0.0075 0.0027 0.0102 0.0007 0.0095 0.1326 0.0858 0.0474 0.0224 0.1387 0.0628 0.0250 0.1142 0.0479 0.0673 0.0162 0.1142 0.0561 0.0708 0.1187 0.0576 0.0716 0.0676 0.0421 0.0502 0.1465 0.0385 0.0594 0.0075 0.0124 0.0199 0.0104 0.0095 0.3720 0.4390 1.4822 0.0560 0.2060 0.5875 0.3976 0.3952 0.7224 0.4481 0.5942 0.6193 0.7224 0.1291 0.2430 0.7216 0.1288 0.2429 0.4282 0.1034 0.2136 0.2552 0.0372 0.1251 0.0075 0.0042 0.0117 0.0022 0.0095 0.7194 0.0367 0.2749 0.5952 0.0644 0.0016 0.1543 0.0751 0.2673 0.6374 0.2348 0.4094 0.2673 0.0480 0.1161 0.2594 0.0420 0.1118 0.1581 0.0343 0.0943 0.1509 0.0854 0.0732 0.0045 0.0001 0.0046 0.0075 0.0123 0.0198 0.0103 0.0095 0.0490 0.2221 0.0488 0.1575 0.0332 0.0771 0.2840 0.0943 0.1418 0.3232 0.1643 0.0108 0.1418 0.0851 0.0985 0.1451 0.0860 0.0990 0.0838 0.0622 0.0658 0.1453 0.0141 0.0406 0.0075 0.0147 0.0222 0.0127 0.0095 0.0940 0.3101 0.3454 0.4220 0.1519 0.0602 0.0243 0.5128 0.3043 0.3998 0.3687 0.3986 0.2857 0.3998 0.0620 0.0516 0.3975 0.0615 0.0514 0.2365 0.0483 0.0412 0.2201 0.0079 0.0550 0.0075 0.0041 0.0116 0.0021 0.0095 0.3517 0.2561 0.1950 0.2662 0.0243 0.9874 0.7765 0.4964 0.2165 0.4818 0.9585 0.5014 0.0424 0.4818 0.3811 0.2231 0.4853 0.3820 0.2237 0.2847 0.2103 0.1138 0.2630 0.0033 0.0089 0.0075 0.0034 0.0109 0.0014 0.0095 0.5004 0.2357 0.3417 0.5252 0.1755 0.0104 0.3938 0.2650 0.1892 0.3839 0.5095 0.3419 0.1724 0.3839 0.2023 0.2917 0.3871 0.2037 0.2923 0.2270 0.1354 0.1253 0.2552 0.0372 0.1182 0.0075 0.0056 0.0131 0.0036 0.0095 0.4165 0.0816 0.3826 0.0490 0.0201 0.2088 0.3130 0.4897 0.2405 0.3094 0.5991 0.3307 0.0739 0.3094 0.1834 0.1834 0.3126 0.1845 0.1839 0.1828 0.1246 0.1027 0.1842 0.0088 0.0368 0.0075 0.0338 0.0413 0.0318 0.0095 0.0362 0.1381 0.1944 0.0626 0.0911 0.2009 0.2070 0.1766 0.1652 0.3222 0.1701 0.0459 0.1652 0.0745 0.1025 0.1668 0.0752 0.1028 0.0977 0.0548 0.0680 0.1976 0.0295 0.0685 0.0075 0.0022 0.0097 0.0002 0.0095 0.1772 0.3274 0.5418 0.7432 0.2739 0.0406 0.3118 0.3929 0.2252 0.6604 0.4213 0.4161 0.4536 0.6604 0.1766 0.1985 0.6564 0.1741 0.1967 0.3932 0.1428 0.1714 0.3256 0.0638 0.1254 0.0075 0.0027 0.0102 0.0007 0.0095 0.2060 0.0982 0.1828 0.2866 0.1842 0.1226 0.0933 0.2482 0.0221 0.2761 0.1804 0.1801 0.2251 0.2761 0.1579 0.1761 0.2807 0.1597 0.1769 0.1631 0.1098 0.1003 0.3946 0.1752 0.1806 0.0075 0.0062 0.0137 0.0042 0.0095 0.2508 0.0715 0.1786 0.2704 0.1123 0.0086 0.1951 0.1422 0.1253 0.1991 0.2036 0.1423 0.0104 0.1991 0.0921 0.1373 0.2037 0.0934 0.1380 0.1177 0.0672 0.0850 0.2620 0.0467 0.1271 0.0075 0.0031 0.0106 0.0011 0.0095 0.4789 0.0233 0.3692 0.0077 0.5764 0.0019 0.1038 0.1657 0.1353 0.5739 0.3520 0.3143 0.3865 0.5739 0.1181 0.1894 0.5678 0.1133 0.1842 0.3408 0.0917 0.1601 0.2892 0.0485 0.1195 0.0075 0.0042 0.0117 0.0022 0.0095 0.2832 0.0102 0.4213 0.1287 0.3091 0.0073 0.1899 0.4978 0.1245 0.2892 0.6878 0.3313 0.0505 0.2892 0.2024 0.2218 0.2922 0.2031 0.2222 0.1710 0.1353 0.1135 0.1453 0.0141 0.0344 0.0075 0.0076 0.0151 0.0056 0.0095 0.4612 0.0762 0.4972 0.9622 0.2688 0.0920 0.0828 0.4039 0.0322 0.5243 0.2927 0.2894 0.0658 0.5243 0.1962 0.3053 0.5236 0.1957 0.3048 0.3108 0.1603 0.2728 0.2693 0.1074 0.1678 0.0075 0.0028 0.0103 0.0008 0.0095 0.2720 0.0802 0.1796 0.3057 0.0841 0.0040 0.2105 0.1361 0.1150 0.1986 0.2417 0.1726 0.0192 0.1986 0.0935 0.1430 0.2033 0.0954 0.1439 0.1174 0.0683 0.0875 0.2552 0.0372 0.1182 0.0075 0.0202 0.0019 0.0296 0.0182 0.0114 0.2277 0.1008 0.0237 0.1094 0.2655 0.1109 0.0600 0.2685 0.1504 0.0991 0.1255 0.2685 0.0834 0.0905 0.2481 0.0694 0.0822 0.1586 0.0584 0.0691 0.1465 0.0385 0.0586 0.0075 0.0023 0.0098 0.0003 0.0095 0.0927 0.2640 1.0671 0.2571 0.0835 0.4702 0.9888 0.2351 0.7555 0.3845 0.3569 0.4923 0.7555 0.2919 0.3497 0.7526 0.2906 0.3485 0.4488 0.2436 0.3146 0.2534 0.0975 0.1394 0.0050 0.0001 0.0051 0.0250 0.0952 0.1462 0.0443 0.0220 0.1168 0.0709 0.0819 0.0888 0.1168 0.0342 0.0259 0.0894 0.0091 0.0016 0.0686 0.0145 0.0084 0.1229 0.0206 0.0356 0.0075 0.0017 0.0092 0.2632 0.5091 0.1330 0.2655 0.4139 0.0542 0.0778 0.1682 0.0584 0.2380 0.2788 0.4324 0.3966 0.2380 0.1016 0.1808 0.2442 0.1038 0.1818 0.1407 0.0739 0.1020 0.1509 0.0854 0.0738 0.0075 0.0694 0.0769 0.0674 0.0095 0.0065 0.0001 0.0002 0.0068 0.0294 0.2143 0.3160 0.2960 0.3816 0.6685 0.3160 0.0552 0.3108 0.0449 0.1869 0.0378 0.3444 0.0747 0.0015 0.0000 0.0015 0.1547 0.0535 0.0144 0.0582 0.1547 0.0969 0.1378 0.0807 0.0911 0.0670 0.1513 0.0963 0.0075 0.0190 0.0265 0.0170 0.0095 0.4819 0.2903 0.3308 0.5382 0.1795 0.0496 0.4369 0.2503 0.1272 0.3589 0.5103 0.3563 0.0963 0.3589 0.2193 0.3031 0.3615 0.2204 0.3036 0.2122 0.1445 0.1265 0.2278 0.0392 0.1334 0.0075 0.0045 0.0120 0.0025 0.0095 0.3526 0.0563 0.4313 0.4836 0.2784 0.0864 0.3336 0.3157 0.1566 0.4272 0.3734 0.3193 0.0696 0.4272 0.2270 0.2833 0.4297 0.2277 0.2837 0.2526 0.1484 0.1243 0.3256 0.0638 0.1254 0.0035 0.0000 0.0035 0.1788 0.1939 0.1165 0.2387 0.3125 0.1939 0.0580 0.1879 0.0529 0.1187 0.0444 0.2006 0.0626 ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of income paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. Index performance from the Fund&#39;s inception date through April 22, 2013 reflects the performance of the MSCI Europe Index. Index performance from April 23, 2013 through August 31, 2016 reflects the performance of the FTSE Developed Europe Index. Index performance from September 1, 2016 through December 31, 2017 reflects the performance of the FTSE Developed Europe All Cap Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.50% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of income paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of income paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of income paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of income paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.75% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Acquired Fund Fees and Expenses" are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies (such as exchange-traded funds). They are not direct costs paid by Fund shareholders and are not used to calculate the Fund&#39;s net asset value ("NAV"). "Acquired Fund Fees and Expenses" are not directly borne by the Fund and are not reflected in the Fund&#39;s Financial Statements in the annual report. Therefore, the amounts listed in "Total Annual Fund Operating Expenses" will differ from those presented in the Fund&#39;s Financial Highlights in the Fund&#39;s Prospectus. Pursuant to an Expense Limitation Agreement, ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements (including Acquired Fund Fees and Expenses), as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. ProShare Advisors has also agreed to waive Investment Advisory and Management Services Fees through October 31, 2021. Prior to those dates, ProShare Advisors may not terminate these respective arrangements without the approval of the Fund&#39;s Board of Trustees. Expense waivers/reimbursements (but not Investment Advisory and Management Services Fees waived during the term of the Investment Advisory and Management Services Fee waiver) may be recouped by ProShare Advisors within five years of the end of the Expense Limitation Agreement&#39;s 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. The information in the table has been restated to reflect current fees and expenses. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. Index performance through February 10, 2013 reflects the performance of the MSCI Brazil Index. Index performance beginning on February 11, 2013 reflects the performance of the MSCI Brazil 25/50 Index. The information in the table has been restated to reflect current fees and expenses. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. Index performance through February 29, 2016 reflects the performance of the RAFI&#174; US Equity Long/Short Index. Index performance beginning on March 1, 2016 reflects the performance of the FTSE RAFI US 1000 Long/Short Total Return Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. Index performance from the Fund&#39;s inception date through April 22, 2013 reflects the performance of the MSCI Europe Index. Index performance from April 23, 2013 through August 31, 2016 reflects the performance of the FTSE Developed Europe Index. Index performance from September 1, 2016 through December 31, 2017 reflects the performance of the FTSE Developed Europe All Cap Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Acquired Fund Fees and Expenses" are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies (such as exchange-traded funds). They are not direct costs paid by Fund shareholders and are not used to calculate the Fund&#39;s net asset value ("NAV"). "Acquired Fund Fees and Expenses" are not directly borne by the Fund and are not reflected in the Fund&#39;s Financial Statements in the annual report. Therefore, the amounts listed in "Total Annual Fund Operating Expenses" will differ from those presented in the Fund&#39;s Financial Highlights in the Fund&#39;s Prospectus. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.60% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. The information in the table has been restated to reflect current fees and expenses. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.30% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of income paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. Index performance through April 17, 2016 reflects the performance of the Credit Suisse 30-Year Inflation Breakeven Index. Index performance beginning on April 18, 2016 reflects the performance of the FTSE 30-Year TIPS (Treasury Rate-Hedged) Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Acquired Fund Fees and Expenses" are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies (such as exchange-traded funds). They are not direct costs paid by Fund shareholders and are not used to calculate the Fund&#39;s net asset value ("NAV"). "Acquired Fund Fees and Expenses" are not directly borne by the Fund and are not reflected in the Fund&#39;s Financial Statements in the annual report. Therefore, the amounts listed in "Total Annual Fund Operating Expenses" will differ from those presented in the Fund&#39;s Financial Highlights in the Fund&#39;s Prospectus. Reflects no deduction for fees, expenses or taxes. Returns are net returns that reflect the reduction of withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of income paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of income paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of income paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of income paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. Index performance through February 10, 2013 reflects the performance of the MSCI Brazil Index. Index performance beginning on February 11, 2013 reflects the performance of the MSCI Brazil 25/50 Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Returns are gross returns that do not reflect the reduction of any withholding taxes, and are adjusted to reflect the reinvestment of dividends paid by companies in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. The information in the table has been restated to reflect current fees and expenses. "Acquired Fund Fees and Expenses" are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies (such as exchange-traded funds). They are not direct costs paid by Fund shareholders and are not used to calculate the Fund&#39;s net asset value ("NAV"). "Acquired Fund Fees and Expenses" are not directly borne by the Fund and are not reflected in the Fund&#39;s Financial Statements in the annual report. Therefore, the amounts listed in "Total Annual Fund Operating Expenses" will differ from those presented in the Fund&#39;s Financial Highlights in the Fund&#39;s Prospectus. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of income paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of income paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of income paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. "Acquired Fund Fees and Expenses" are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies (such as exchange-traded funds). They are not direct costs paid by Fund shareholders and are not used to calculate the Fund&#39;s net asset value ("NAV"). "Acquired Fund Fees and Expenses" are not directly borne by the Fund and are not reflected in the Fund&#39;s Financial Statements in the annual report. Therefore, the amounts listed in "Total Annual Fund Operating Expenses" will differ from those presented in the Fund&#39;s Financial Highlights in the Fund&#39;s Prospectus. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of income paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of income paid by issuers in the Index. "Since Inception" returns are calculated from the date the Fund commenced operations, not the date of inception of the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. ProShare Advisors LLC ("ProShare Advisors") has contractually agreed to waive Investment Advisory and Management Services Fees and to reimburse Other Expenses to the extent Total Annual Fund Operating Expenses Before Fee Waivers and Expense Reimbursements, as a percentage of average daily net assets, exceed 0.95% through September 30, 2021. After such date, the expense limitation may be terminated or revised by ProShare Advisors. Amounts waived or reimbursed in a particular contractual period may be recouped by ProShare Advisors within five 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. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. Reflects no deduction for fees, expenses or taxes. Adjusted to reflect the reinvestment of dividends paid by issuers in the Index. 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