UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November 18~~May 29, ~~2024~~2025 (~~November~~May 1828, ~~2024~~2025)

ProShares Trust II

(Exact name of registrant as specified in its charter)

Delaware

001-34200

87-6284802

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

Todd B. Johnson ~~c/o ProShares Trust II 7272 Wisconsin Avenue 21st Floor Bethesda, Maryland 20814 (240) 497-6400 (Name, address, including zip code, and telephone number, including area code, of agent for service)~~

c/o ProShares Trust II

7272 Wisconsin Avenue, 21^st Floor

Bethesda, Maryland 20814

(240) 497-6400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Erin E. Martin

c/o Morgan Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

and

Richard F. Morris

c/o ProShare Capital Management LLC

7272 Wisconsin Avenue, 21^st Floor

Bethesda, Maryland 20814

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class Trading Symbol(s) Name of each exchange on which registered ProShares ~~Ultra Silver AGQ NYSE Arca, Inc. ProShares Ultra Bloomberg Natural Gas BOIL NYSE Arca, Inc. ProShares~~ UltraShort ~~Euro EUO NYSE Arca, Inc. ProShares UltraShort~~ Gold GLL NYSE Arca, Inc. ProShares ~~UltraShort Bloomberg Natural Gas KOLD NYSE Arca, Inc. ProShares UltraShort Bloomberg Crude Oil SCO NYSE Arca, Inc. ProShares Short VIX Short-Term Futures ETF SVXY Cboe BZX Exchange, Inc. ProShares~~ Ultra ~~Bloomberg Crude Oil UCO NYSE Arca, Inc. ProShares Ultra~~ Gold UGL NYSE Arca, Inc. ProShares Ultra Euro ULE NYSE Arca, Inc. ProShares Ultra VIX Short-Term Futures ETF UVXY Cboe BZX Exchange, Inc. ProShares VIX Mid-Term Futures ETF VIXM Cboe BZX Exchange, Inc. ProShares VIX Short-Term Futures ETF VIXY Cboe BZX Exchange, Inc. ProShares Ultra Yen YCL NYSE Arca, Inc. ProShares UltraShort Yen YCS NYSE Arca, Inc. ProShares UltraShort Silver ZSL NYSE Arca, Inc.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 48.0201. ~~Non-Reliance~~Other onEvents ~~Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~

~~During~~On ~~the preparation of its Form 10-Q for the quarterly period ended September~~May 3028, ~~2024~~2025, ~~management~~ProShare ofCapital ~~ProShares~~Management ~~Trust~~LLC, IIon ~~(the~~behalf ~~“Registrant”) identified errors in the classification~~ of ~~balances relating to futures contracts between~~ ProShares ~~Short~~Trust ~~VIX Short-Term Futures ETF~~II, ~~ProShares~~issued ~~Ultra~~a ~~Bloomberg~~press ~~Natural~~release ~~Gas~~announcing ~~ETF,~~a ~~ProShares~~forward ~~Ultra~~share ~~VIX~~split ~~Short-Term Futures ETF, ProShares UltraShort Bloomberg Natural Gas ETF and ProShares VIX Short-Term Futures ETF~~ (~~the~~ “~~Affected~~Forward ~~Funds~~Split”) ~~and~~on aProShares ~~Futures~~Ultra ~~Commission~~Gold ~~Merchant~~ (~~“FCM”).~~NYSE Each FCM’s statement reflects daily balances that relate to the segregated cash balance held at the FCM and a receivable/payable on open future contracts. These balances fluctuate daily as the value of the futures contracts change. As the value changes dailyArca, ~~the unrealized appreciation/depreciation balances between the funds and their respective FCMs also changes, impacting the receivable/payable amounts which are settled through cash~~Inc. ~~The~~ticker ~~errors~~symbol ~~resulted from the misinterpretation of one of the FCMs’ statements by the fund administrator. The misclassification of such balances resulted in an understatement of~~ “~~Segregated cash balances with brokers for futures contracts~~UGL”) and ana ~~overstatement~~reverse orshare ~~understatement~~split of (“~~Receivable~~Reverse ~~(Payable~~Split”) on ~~open~~ProShares ~~futures~~UltraShort ~~contracts”~~Gold on(NYSE ~~the Statements of Financial Condition~~Arca, asInc. ~~well~~ticker assymbol ~~incorrect balances within the~~ “~~Decrease (Increase) in receivable/payable on open futures contracts~~GLL”~~, “Net cash provided by (used in~~). ~~operating~~The ~~activities”,~~Splits ~~“Cash,~~will ~~beginning~~not ofchange ~~period” and “Cash, end of period” line items on~~ the ~~Statement~~value of ~~Cash~~a ~~Flows~~shareholder’s ~~(collectively the “affected line items”)~~investment.

~~The~~Forward ~~misclassification~~Splits ~~of such balances did not have any impact on the Affected Funds’ performance, investment results, net asset values, income and distributions.~~

OnProShares ~~November 18,~~Ultra ~~2024,~~Gold ~~the~~will ~~Registrant,~~execute ~~after~~a ~~discussions~~4:1 ~~with~~Forward ~~management,~~Split ~~concluded~~of ~~that~~its ~~affected~~shares. ~~line~~The ~~items~~Forward ~~were~~Splits anwill ~~error~~be ineffective ~~the~~prior ~~Registrant’s~~to ~~previously issued audited financial statements for~~ the ~~years~~market ~~ended~~open ~~December~~on June 3113, ~~2021~~2025, ~~2022~~when ~~and 2023, included in~~ the ~~Registrant’s~~Fund ~~annual~~begins ~~report~~trading onat ~~Form 10-K~~its ~~for the year ended December 31, 2023 (the “Original Form 10~~post-~~K”),~~ ~~and~~Forward ~~previously~~Split ~~issued~~price. ~~unaudited~~The ~~interim~~ticker ~~financial~~symbol ~~statements~~ for the ~~fiscal~~Fund ~~periods~~will ~~ended~~not ~~September 30,~~change. ~~2023,~~The ~~March 31,~~Forward ~~2023~~Split ~~and~~will ~~2024,~~decrease ~~and June 30, 2023 and 2024, respectively, included in~~ the ~~Registrant’s~~price ~~quarterly~~per ~~reports~~share onof ~~Form 10-Q for~~ the ~~periods~~Fund ~~ended~~with ~~September 30,~~a ~~2023,~~proportionate ~~March 31,~~increase ~~2024 and June 30, 2024, respectively (the “Original Forms 10-Q”) (and the periods presented~~ in the ~~Original~~number ~~Form 10-K~~of ~~and~~its ~~Original~~shares ~~Forms 10-Q, collectively, the “Affected Periods”)~~outstanding. ~~Accordingly~~Specifically, ~~the previously issued audited financial statements~~ for ~~the~~ProShares ~~years~~Ultra ~~ended~~Gold ~~December 31,~~every ~~2021,~~pre-Forward ~~2022~~Split ~~and~~share ~~2023~~held ~~and~~by unaudited interim financial statements for the periods ended March 31, 2023 and 2024, and June 30, 2023 and, 2024, should no longer be relied upon. The Registrant’s management has further concluded that a ~~material~~Fund ~~weakness~~shareholder ~~with~~will ~~respect~~result toin ~~controls related to~~ the ~~classification~~receipt of ~~the~~4 ~~FCM~~post-Forward ~~accounts~~Split ~~indicated above existed as of December 31~~shares, ~~2023, March 31, 2024, and June 30, 2024~~ which ~~continued to exist at September 30, 2024. The Registrant’s remediation plan with respect to the material weakness~~ will be ~~discussed~~priced inone quarter the ~~amendments~~net toasset ~~each~~value of ~~the~~a ~~Original Form 10~~pre-KForward ~~and~~Split ~~Original Forms 10-Q for the Affected Periods~~share.

~~Additionally,~~Reverse ~~management~~Split of the Registrant concluded that management’s report on internal control over financial reporting for the year ended December 31, 2023, the opinion of PricewaterhouseCoopers LLP (“PwC”), the Registrant’s independent registered public accounting firm, on the consolidated financial statements for years ended December 31, 2021, 2022 and 2023, as well as PwC’s opinion on the effectiveness of the Registrant’s internal control over financial reporting as of December 31 2023, should also no longer be relied upon. Additionally, the Registrant’s management has concluded that in light of the findings described above the Registrant’s internal control over financial reporting with respect to controls related to the classification of the FCM accounts indicated above was not effective as of December 31, 2023, and the Registrant’s disclosure controls and procedures were not effective as of December 31, 2023, March 31, 2024 and June 30, 2024.

~~The~~ProShares ~~Registrant~~UltraShort ~~intends~~Gold towill ~~file~~execute ~~amendments~~a to1 ~~each~~for 2 Reverse Split of ~~the~~its ~~Original~~shares. ~~Forms~~The ~~10-Q~~Reverse ~~for~~Split ~~the~~will ~~quarterly~~be ~~periods~~effective ~~ended~~prior ~~March 31,~~to ~~2024~~the ~~and~~market open on June 3013, ~~2024~~2025, ~~and~~when the ~~Original~~Fund ~~Form 10~~begins trading at its post-KReverse Split price. The ticker symbol for the ~~Affected~~Fund ~~Periods~~will tonot ~~correct~~change, but the ~~affected~~Fund ~~line~~will ~~items~~be asissued ~~soon~~a asnew ~~practicable~~CUSIP number: ProShares UltraShort Gold (new CUSIP number “74347Y714”). The ~~Registrant~~Reverse Split will ~~correct~~increase the ~~affected~~price ~~line~~per ~~items~~share of the Fund with a proportionate decrease in the number of shares outstanding. Specifically, for ProShares Ultrashort Gold every 2 pre- Reverse Split shares held by a Fund shareholder will result in the ~~three~~receipt of one post-Reverse ~~and~~Split ~~nine~~share, which will be priced 2 times higher than the net asset value of a pre-~~month~~Reverse ~~periods~~Split ~~ended~~share. ~~September 30~~For Fund shareholders who hold quantities of shares that are not an exact multiple of the applicable Reverse Split ratio (i.e., ~~2023~~not a multiple of 2), the Reverse Split will result in ~~its~~the ~~Form 10~~creation of a fractional share. Post-QReverse Split fractional shares will be redeemed for cash and sent to the ~~quarterly~~shareholder’s ~~period~~broker ~~ended~~of ~~September 30,~~record. ~~2024,~~This redemption may cause some shareholders to berealize ~~filed~~gains ~~with~~or ~~the~~losses, ~~Securities~~which ~~and~~could ~~Exchange~~be ~~Commission~~a taxable event for those shareholders.

ProShare Capital Management ofLLC announced the ~~Registrant~~foregoing ~~has~~via ~~discussed~~a ~~the~~press ~~matters~~release ~~disclosed~~dated ~~herein~~May 28, ~~with~~2025. A copy of the ~~Registrant’s~~press ~~independent~~release ~~registered~~is ~~public~~attached ~~accounting~~to ~~firm~~this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference. The press release includes information relating to additional funds, ~~PwC~~none of which are series of ProShares Trust II.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

99.1		Press Release Dated May 28, 2025.

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~November~~May 1829, ~~2024~~2025


ProShares Trust II

By:		/s/ Todd B. Johnson
		Todd B. Johnson
		Principal Executive Officer

Filing Compare · ProShares Trust II