UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(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 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
Todd B. Johnson
(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, 21st 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 | ||
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. ☐
EXPLANATORY NOTE
| 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: June 6, 2025
| ProShares Trust II | ||
| By: | /s/ Todd B. Johnson | |
| Todd B. Johnson | ||
| Principal Executive Officer | ||
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 | Old CUSIP | New CUSIP | ||||||||
| 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
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.