ProShares Trust II

Disclosure Controls and Procedures

The Trust and Funds maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “1934 Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the 1934 Act is accumulated and communicated to Management, including to our principal executive officer and our principal financial and accounting officer, to allow timely decisions regarding required disclosure.

A material weakness in internal control over financial reporting with respect to controls related to the classification of the Futures Commission Merchant (“FCM”) Accounts, described below, was previously disclosed in Part II Item 9A Controls and Procedures in our Amended Annual Report on Form 10-K for the year ended December 31, 2023 and our Amended Quarterly Reports on Form 10-Q for the periods ended March 31, 2024 and June 30, 2024 and our Quarterly Report on Form 10-Q for the period ended September 30, 2024. With the participation of management, the principal executive officer and principal financial officer of the Trust evaluated the effectiveness of the Trust’s and the Funds’ disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act and, as a result of the material weakness described below, concluded that they were not effective as of December 31, 2024.

Management’s Annual Report on Internal Control Over Financial Reporting

The Trust’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act, of the Trust and the Funds. The Trust’s and the Funds’ internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Trust and the Funds; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Trust’s and the Funds’ receipts and expenditures are being made only in accordance with appropriate authorizations of management of the Trust on behalf of the Trust and the Funds; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Trust’s or the Funds’ assets that could have a material effect on the Trust’s or the Funds’ financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has concluded that a material weakness in internal control over financial reporting exists in the design of certain controls over the presentation and disclosure of segregated cash balances with brokers for futures contracts, receivable on open futures contracts, payable on open futures contracts and related accounts in the statement of cash flows. Specifically, certain controls over manual journal entries were not designed at a sufficient level of precision to identify inconsistencies between the journal entries and the information provided in the futures broker customer statements. This material weakness resulted in the restatement of the Trust’s and Funds’ financial statements as of and for the year ended December 31, 2021, 2022 and 2023 and the interim financial statements for the fiscal quarters ended September 30, 2023, March 31, 2023 and 2024, and June 30, 2023 and 2024. Additionally, this material weakness could result in misstatements of the financial statements or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

Management, including the principal executive officer and principal financial officer of the Trust, assessed the effectiveness of the Trust’s and the Funds’ internal control over financial reporting as of December 31, 2024. In making its assessment, the Trust’s management has utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its report entitled Internal Control – Integrated Framework (2013). Based on that evaluation, management concluded that the Trust’s and the Funds’ internal control over financial reporting was not effective as of December 31, 2024 because of the material weakness described herein.

The effectiveness of the Trust’s and the Funds’ internal control over financial reporting as of December 31, 2024, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Remediation Plan for Material Weakness with respect to Controls Related to the Classification of the Futures Commission Merchant (“FCM”) Accounts (“Futures accounts”)

In response to the identified material weakness with respect to controls related to the classification of the components of the futures accounts, Management has commenced efforts on a comprehensive remediation plan to enhance its internal controls over financial reporting with respect to controls related to the classification of the futures accounts. The remediation measures taken include:

We believe we have made substantial progress toward achieving the effectiveness of our internal control over financial reporting with respect to controls related to the classification of futures accounts. The actions that we have taken are subject to continued testing and ongoing management review. Management will not be able to conclude whether the steps we have taken will fully remediate these material weaknesses in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness. Management may also conclude that additional measures may be required to remediate the material weaknesses in our internal control over financial reporting, which may necessitate additional actions to be taken.

Changes in Internal Control Over Financial Reporting

We are taking actions to remediate the material weakness related to the classification of the components of the futures accounts. Other than the changes to our internal control over financial reporting described under Remediation Plan for Material Weakness with respect to Controls Related to the Classification of the Futures Commission Merchant FCM (“FCM”) Accounts (“Futures Accounts”) , there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.