8-K/A - AGQ - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2025 (May 28, 2025)

ProShares Trust II

(Exact name of registrant as specified in its charter)

Delaware	001-34200	87-6284802
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File No.)	(I.R.S. Employer<br> <br>Identification No.)

Todd B. Johnson

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 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<br> <br>Symbol(s)	Name of each exchange<br> <br>on which registered
ProShares UltraShort Gold	GLL	NYSE Arca, Inc.
ProShares Ultra Gold	UGL	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))
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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. ☐

EXPLANATORY NOTE

This filing updates the Press Release dated May 28, 2025 filed as Exhibit No. 99.1 to the Form 8-K filed by ProShares Trust II with the Securities and Exchange Commission on May 29, 2025. That Press Release contained a typographical error with respect to information relating to a fund which is not a series of ProShares Trust II. The corrected Press Release is filed herewith as Exhibit No. 99.1.

Item 9.01	Financial Statements and Exhibits

(d) Exhibits

Exhibit<br>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: June 6, 2025

ProShares Trust II
By:	/s/ Todd B. Johnson
	Todd B. Johnson
	Principal Executive Officer

EX-99.1

Exhibit 99.1

ProShares Announces ETF Share Splits

May 28, 2025

BETHESDA, Md.—ProShares, a premier provider of ETFs, announced today forward and reverse share splits on seven of its ETFs. The splits will not change the total value of a shareholder’s investment and will be effective on two separate dates.

Forward Splits

ProShares will implement forward splits for one ETF at the following split ratio:

Ticker	ProShares ETF	Split Ratio
UGL	ProShares Ultra Gold	4:1

This forward split will apply to shareholders of record as of market close on June 11, 2025, payable after market close on June 12, 2025. The forward split will be effective prior to market open on June 13, 2025, when the fund will begin trading at its post-split price. The ticker symbol and CUSIP numbers for the fund will not change.

The forward split will decrease the price per share of the fund, with a proportionate increase in the number of shares outstanding. For example, for a four-for-one split, every pre-split share will result in the receipt of four post-split shares, which will be priced at one-quarter the net asset value (“NAV”) of a pre-split share.

Illustration of a Forward Split

The following table shows the effect of a hypothetical four-for-one forward split.

Period	# of Shares Owned	Hypothetical NAV		Value of Shares
Pre-Split	100	$	120.00	$	12,000.00
Post-Split	400	$	30.00	$	12,000.00

Reverse Splits – Phase One

ProShares will implement reverse splits for six ETFs in two phases, on two separate dates. Five ETFs will reverse split shares at the following split ratios:

Ticker	ProShares ETF	Split Ratio
ETHT	ProShares Ultra Ether ETF	1:5	74349Y811	74349Y571
SBIT	ProShares UltraShort Bitcoin ETF	1:5	74349Y803	74349Y563
SIJ	ProShares UltraShort Industrials	1:2	74347G598	74349Y555
SMDD	ProShares UltraPro Short MidCap400	1:2	74347G663	74349Y548
SCC	ProShares UltraShort Consumer Discretionary	1:2	74347G275	74349Y530

All reverse splits for phase one will be effective prior to market open on June 12, 2025, when the funds will begin trading at their post-split prices. The ticker symbols for the funds will not change. All funds undergoing a reverse split will be issued new CUSIP numbers, listed above.

Reverse Splits – Phase Two

Ticker	ProShares ETF	Split Ratio	Old CUSIP	New CUSIP
GLL	ProShares UltraShort Gold	1:2	74347W395	74347Y714

The reverse split for phase two will be effective prior to market open on June 13, 2025, when the fund will begin trading at its post-split price. The ticker symbol for the fund will not change. The fund undergoing a reverse split will be issued a new CUSIP number, listed above.

The reverse splits will increase the price per share of each fund, with a proportionate decrease in the number of shares outstanding. For example, for a one-for-five reverse split, every five pre-split shares will result in the receipt of one post-split share, which will be priced five times higher than the NAV of a pre-split share.

Illustration of a Reverse Split

The following table shows the effect of a hypothetical one-for-five reverse split.

Period	# of Shares Owned	Hypothetical NAV		Value of Shares
Pre-Split	1,000	$	10.00	$	10,000.00
Post-Split	200	$	50.00	$	10,000.00

Fractional Shares from Reverse Splits

For shareholders who hold quantities of shares that are not an exact multiple of the reverse split ratios (for example, not a multiple of five for a one-for-five reverse split), the reverse splits will result in the creation of fractional shares. Post-reverse split fractional shares will be redeemed for cash and sent to your broker of record. This redemption may cause some shareholders to realize gains or losses, which could be a taxable event for those shareholders.

About ProShares

ProShares has been at the forefront of the ETF revolution since 2006. ProShares now offers one of the largest lineups of ETFs, with over $70.9 billion in assets. The company is a leader in strategies such as crypto-linked, dividend growth, interest rate hedged bond and geared (leveraged and inverse) ETF investing. ProShares continues to innovate with products that provide strategic and tactical opportunities for investors to manage risk and enhance returns.

MEDIA CONTACT

Tucker Hewes 212-207-9451

tucker@hewescomm.com

INVESTOR CONTACT

ProShares 866-776-5125

Some ProShares ETFs seek daily investment results that correspond, before fees and expenses, to a multiple (e.g., 2x or -2x) of the daily performance of its underlying benchmark (the “Daily Target”). While the Funds have a daily investment objective, you may hold a Fund’s shares for longer than one day if you believe it is consistent with your goals and risk tolerance. For any holding period other than a day, your return may be higher or lower than the Daily Target. These differences may be significant. Smaller index gains/losses and higher index volatility contribute to returns worse than the Daily Target. Larger index gains/losses and lower index volatility contribute to returns better than the Daily Target. The more extreme these factors are, the more they occur together, and the longer your holding period while these factors apply, the more your return will tend to deviate. Investors should consider periodically monitoring their geared fund investments in light of their goals and risk tolerance.

Investing involves risk, including the possible loss of principal. ProShares ETFs are generally non-diversified, and each entails certain risks, which may include risk associated with the use of derivatives (swap agreements, futures contracts and similar instruments), imperfect benchmark correlation, leverage and market price variance, all of which can increase volatility and decrease performance. Short positions lose value as security prices increase. Narrowly focused investments typically exhibit higher volatility. Investments in smaller companies typically exhibit higher volatility. Smaller company stocks also may trade at greater spreads or lower trading volumes, and may be less liquid than stocks of larger companies. Please see prospectuses for a more complete description of risks. There is no guarantee any ProShares ETF will achieve its investment objective.

Carefully consider the investment objectives, risks, charges and expenses of ProShares before investing. This and other information can be found in their summary and full prospectuses. Read them carefully before investing. Separate ProShares Trust II prospectuses are available for Volatility, Commodity, and Currency ProShares.

ProShares are distributed by SEI Investments Distribution Co., which is not affiliated with the funds’ advisor or sponsor.