PROSHARES TRUST

Supplement dated March 25, 2020 to each Fund’s Summary Prospectus and Statutory Prospectus

dated October 1, 2019, each as supplemented or amended

Effective immediately, the following risk is added to the Summary Prospectuses and summary section of the Prospectus for each Fund of the Trust:

Natural Disaster/Epidemic Risk. 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 previously mentioned, 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 Funds and their 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’s investment advisor and third party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Funds’ 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 may also affect the global economy in ways that cannot necessarily be foreseen at the current time. 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 a Fund’s performance, resulting in losses to your investment.

Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shock. 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. Contemporaneous with the onset of the COVID-19 pandemic in the US, oil experienced shocks to supply and demand, impacting the price and volatility of oil. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the Funds to become outdated quickly or inaccurate, resulting in significant losses.

For more information, please contact the Funds at 1-866-776-5125.

Please retain this supplement for future reference.

SUMMARY PROSPECTUSOCTOBER 1, 2019

SKF PROSHARES ULTRASHORT FINANCIALS

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’sannual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports.Instead, the reports will be made available on the Fund’s website (www.proshares.com), and you will be notified by mail each time a report isposted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action.You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financialintermediary (such as your brokerage firm).

Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. Please contact your financial intermediaryto request that you continue to receive paper copies of your shareholder reports. Your election to receive reports in paper will apply to all fundsheld in your account that you invest in through your financial intermediary.

SKF LISTED ON NYSE ARCA

This Summary Prospectus is designed to provide investors with key fund information in a clear and concise format. Before you invest, you may want toreview the Fund’s Full Prospectus, which contains more information about the Fund and its risks. The Fund’s Full Prospectus, dated October 1, 2019,and Statement of Additional Information, dated October 1, 2019, and as each hereafter may be supplemented, are incorporated by reference into thisSummary Prospectus. All of this information may be obtained at no cost either: online at ProShares.com/resources/prospectus_reports.html; by calling866-PRO-5125 (866-776-5125); or by sending an email request to info@ProShares.com. The Securities and Exchange Commission and theCommodity Futures Trading Commission have not approved or disapproved these securities or passed upon the adequacy of this SummaryProspectus. Any representation to the contrary is a criminal offense.

Receive investor materials electronically:

Shareholders may sign up for electronic delivery of investor materials. By doing so, you will receive the information faster and help us reduce theimpact on the environment of providing these materials. To enroll in electronic delivery,

1. Go to www.icsdelivery.com2. Select the first letter of your brokerage firm’s name.3. From the list that follows, select your brokerage firm. If your brokerage firm is not listed, electronic delivery may not be available. Please contact

your brokerage firm.4. Complete the information requested, including the e-mail address where you would like to receive notifications for electronic documents.

Your information will be kept confidential and will not be used for any purpose other than electronic delivery. If you change your mind, you cancancel electronic delivery at any time and revert to physical delivery of your materials. Just go to www.icsdelivery.com, perform the first three stepsabove, and follow the instructions for cancelling electronic delivery. If you have any questions, please contact your brokerage firm.

PROSHARES.COM SKF ULTRASHORT FINANCIALS :: 3

Important Information About the FundProShares UltraShort Financials (the “Fund”) seeks daily invest-ment results, before fees and expenses, that correspond to twotimes the inverse (-2x) of the return of the Dow Jones U.S.FinancialsSM Index (the “Index”) for a single day, not for anyother period. A “single day” is measured from the time the Fundcalculates its net asset value (“NAV”) to the time of the Fund’snext NAV calculation. The return of the Fund for periods longerthan a single day will be the result of its return for each daycompounded over the period. The Fund’s returns for periodslonger than a single day will very likely differ in amount, andpossibly even direction, from the Fund’s stated multiple (-2x)times the return of the Fund’s Index for the same period. Forperiods longer than a single day, the Fund will lose money if theIndex’s performance is flat, and it is possible that the Fund willlose money even if the level of the Index falls. Longer holdingperiods, higher Index volatility, inverse exposure and greaterleverage each exacerbate the impact of compounding on aninvestor’s returns. During periods of higher Index volatility, thevolatility of the Index may affect the Fund’s return as much as ormore than the return of the Index.

The Fund presents different risks than other types of funds.The Fund uses leverage and is riskier than similarlybenchmarked exchange-traded funds that do not use leverage.The Fund may not be suitable for all investors and should beused only by knowledgeable investors who understand theconsequences of seeking daily inverse leveraged (-2x)investment results, including the impact of compounding onFund performance. Investors in the Fund should activelymanage and monitor their investments, as frequently as daily.An investor in the Fund could potentially lose the full principalvalue of his/her investment within a single day.

Investment ObjectiveThe Fund seeks daily investment results, before fees andexpenses, that correspond to two times the inverse (-2x) of thedaily performance of the Index. The Fund does not seek toachieve its stated investment objective over a period of timegreater than a single day.

Fees and Expenses of the FundThe table below describes the fees and expenses that you may payif you buy or hold shares of the Fund.

Annual Fund Operating Expenses(expenses that you pay each year as a percentage of the valueof your investment)Investment Advisory Fees 0.75%Other Expenses 0.45%

Total Annual Fund Operating Expenses BeforeFee Waivers and Expense Reimbursements 1.20%

Fee Waiver/Reimbursement* -0.25%

Total Annual Fund Operating Expenses After FeeWaivers and Expense Reimbursements 0.95%

* ProShare Advisors LLC (“ProShare Advisors”) has contractually agreedto waive Investment Advisory and Management Services Fees and to

reimburse Other Expenses to the extent Total Annual Fund OperatingExpenses Before Fee Waivers and Expense Reimbursements, as apercentage of average daily net assets, exceed 0.95% throughSeptember 30, 2020. After such date, the expense limitation may beterminated or revised by ProShare Advisors. Amounts waived orreimbursed in a particular contractual period may be recouped byProShare Advisors within five years of the end of that contractual period,however, such recoupment will be limited to the lesser of any expenselimitation in place at the time of recoupment or the expense limitation inplace at the time of waiver or reimbursement.

Example: This example is intended to help you compare the cost ofinvesting in the Fund with the cost of investing in other funds.

The example assumes that you invest $10,000 in the Fund for thetime periods indicated and then redeem all of your shares at theend of each period. The example also assumes that your invest-ment has a 5% return each year and that the Fund’s operatingexpenses remain the same, except that the fee waiver/expensereimbursement is assumed only to pertain to the first year.Although your actual costs may be higher or lower, based on theseassumptions your approximate costs would be:

1 Year 3 Years 5 Years 10 Years

$97 $356 $636 $1,432

The Fund pays transaction and financing costs associated withthe purchase and sale of securities and derivatives. In addition,investors may pay brokerage commissions on their purchasesand sales of the Fund’s shares. These costs are not reflected in thetable or the example above.

Portfolio TurnoverThe Fund pays transaction costs, such as commissions, when itbuys and sells securities (or “turns over” its portfolio). A higherportfolio turnover rate may indicate higher transaction costs andmay result in higher taxes when the Fund’s shares are held in ataxable account. These costs, which are not reflected in AnnualFund Operating Expenses or in the example above, affect theFund’s performance. During the most recent fiscal year, theFund’s annual portfolio turnover rate was 0% of the average valueof its entire portfolio. This portfolio turnover rate is calculatedwithout regard to cash instrument or derivatives transactions. Ifsuch transactions were included, the Fund’s portfolio turnoverrate would be significantly higher.

Principal Investment StrategiesThe Fund invests in financial instruments that ProShare Advi-sors believes, in combination, should produce daily returns con-sistent with the Fund’s investment objective. The Index isconstructed and maintained by S&P Dow Jones Indices LLC. TheIndex seeks to measure the performance of certain companies inthe financial services sector of the U.S. equity market. Componentcompanies include: among others, regional banks; major U.S.domiciled international banks; full line, life, and property andcasualty insurance companies; companies that invest, directly orindirectly, in real estate; diversified financial companies such ascredit card issuers, check cashing companies, mortgage lendersand investment advisors; securities brokers and dealers includinginvestment banks, merchant banks and online brokers; and

4 :: ULTRASHORT FINANCIALS SKF PROSHARES.COM

publicly traded stock exchanges. The Index is published under theBloomberg ticker symbol “DJUSFN.”

The Fund will invest principally in the financial instruments setforth below. The Fund expects that its cash balances maintainedin connection with the use of financial instruments will typicallybe held in money market instruments.

• Derivatives — The Fund invests in derivatives, which are finan-cial instruments whose value is derived from the value of anunderlying asset or assets, such as stocks, bonds, funds(including exchange-traded funds (“ETFs”)), interest rates orindexes. The Fund invests in derivatives as a substitute fordirectly shorting stocks in order to seek returns for a single daythat are inverse leveraged (-2x) to the returns of the Index forthat day. These derivatives principally include:

O Swap Agreements — Contracts entered into primarily withmajor global financial institutions for a specified periodranging 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 par-ticular predetermined investments or instruments. Thegross return to be exchanged or “swapped” between the par-ties is calculated with respect to a “notional amount,” e.g.,the return on or change in value of a particular dollaramount invested in a “basket” of securities or an ETF repre-senting a particular index.

• Money Market Instruments — The Fund invests in short-term cashinstruments that have a remaining maturity of 397 days or lessand exhibit high quality credit profiles, for example:

O U.S. Treasury Bills — U.S. government securities that have ini-tial maturities of one year or less, and are supported by thefull faith and credit of the U.S. government.

O Repurchase Agreements — Contracts in which a seller ofsecurities, usually U.S. government securities or othermoney market instruments, agrees to buy the securitiesback at a specified time and price. Repurchase agreementsare primarily used by the Fund as a short-term investmentvehicle for cash positions.

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, incombination, the Fund should hold to produce daily returns con-sistent with the Fund’s investment objective. The Fund may gaininverse exposure to only a representative sample of the securitiesin the Index or to securities not contained in the Index or infinancial instruments, with the intent of obtaining exposure withaggregate characteristics similar to those of a multiple of theinverse of the single day returns of the Index. In managing theassets of the Fund, ProShare Advisors does not invest the assetsof the Fund in securities or financial instruments based onProShare Advisors’ view of the investment merit of a particularsecurity, instrument, or company, nor does it conduct conven-tional investment research or analysis or forecast market move-ment or trends. The Fund seeks to remain fully invested at alltimes in securities and/or financial instruments that, in

combination, provide inverse leveraged exposure to the single dayreturns of the Index, consistent with its investment objective,without regard to market conditions, trends or direction. TheFund seeks investment results for a single day only, measured asthe time the Fund calculates its NAV to the next time the Fundcalculates its NAV, and not for any other period.

The Fund seeks to engage in daily rebalancing to position its port-folio so that its exposure to the Index is consistent with theFund’s daily investment objective. The time and manner in whichthe Fund rebalances its portfolio may vary from day to day at thediscretion of ProShare Advisors, depending on market conditionsand other circumstances. The Index’s movements during the daywill affect whether the Fund’s portfolio needs to be rebalanced.For example, if the Index has risen on a given day, net assets ofthe Fund should fall (assuming there were no Creation Unitsissued). As a result, the Fund’s inverse exposure will need to bedecreased. Conversely, if the Index has fallen on a given day, netassets of the Fund should rise (assuming there were no CreationUnit redemptions). As a result, the Fund’s inverse exposure willneed to be increased.

Daily rebalancing and the compounding of each day’s returnover time means that the return of the Fund for a period longerthan a single day will be the result of each day’s returnscompounded over the period, which will very likely differ inamount, and possibly even direction, from two times theinverse (-2x) of the return of the Index for the same period. TheFund will lose money if the Index’s performance is flat overtime, and the Fund can lose money regardless of theperformance of the Index, as a result of daily rebalancing, theIndex’s volatility, compounding of each day’s return and otherfactors. See “Principal Risks” below.

The Fund will concentrate its investments in a particular industryor group of industries to approximately the same extent as theIndex is so concentrated. As of the close of business on May 31,2019, the Index was concentrated in the financials, banks anddiversified financials industry groups.

Please see “Investment Objectives, Principal Investment Strat-egies and Related Risks” in the Fund’s Prospectus foradditional details.

Principal RisksAn investor in the Fund could potentially lose the full principalvalue of his/her investment within a single day.

While the realization of certain of the risks described herein maybenefit the Fund because the Fund seeks daily investment results,before fees and expenses, that correspond to two times theinverse (-2x) of the daily return of the Index, such occurrencesmay introduce more volatility to the Fund, which could have asignificant negative impact on Fund performance.

• Risks Associated with the Use of Derivatives — Investing in derivativesmay be considered aggressive and may expose the Fund togreater risks and may result in larger losses or smaller gainsthan investing directly in the reference asset(s) underlyingthose derivatives. These risks include counterparty risk,

PROSHARES.COM SKF ULTRASHORT FINANCIALS :: 5

liquidity risk and increased correlation risk. When the Funduses derivatives, there may be imperfect correlation betweenthe value of the reference asset(s) underlying the derivative(e.g., the securities in the Index) and the derivative, which mayprevent the Fund from achieving its investment objective.Because derivatives often require only a limited initialinvestment, the use of derivatives also may expose the Fund tolosses in excess of those amounts initially invested. The Fundmay use a combination of swaps on the Index and swaps on anETF that is designed to track the performance of the Index. Theperformance of an ETF may not track the performance of theIndex due to embedded costs and other factors. Thus, to theextent the Fund invests in swaps that use an ETF as the refer-ence asset, the Fund may be subject to greater correlation riskand may not achieve as high a degree of correlation with theIndex as it would if the Fund only used swaps on the Index.Moreover, with respect to the use of swap agreements, if theIndex has a dramatic intraday move that causes a materialdecline in the Fund’s net assets, the terms of a swap agreementbetween the Fund and its counterparty may permit thecounterparty to immediately close out the transaction with theFund. In that event, the Fund may be unable to enter intoanother swap agreement or invest in other derivatives toachieve the desired exposure consistent with the Fund’sinvestment objective. This, in turn, may prevent the Fund fromachieving its investment objective, even if the Index reversesall or a portion of its intraday move by the end of the day. As aresult, the value of an investment in the Fund may changequickly and without warning. Any costs associated with usingderivatives will also have the effect of lowering theFund’s return.

• Leverage Risk — The Fund obtains investment exposure in excessof its assets in seeking to achieve its investment objective — aform of leverage — and will lose more money in marketenvironments adverse to its daily objective than a similar fundthat does not employ such leverage. The use of such leverageincreases the risk of a total loss of an investor’s investment.For example, because the Fund includes a multiplier of twotimes the inverse (-2x) of the Index, a single day movement inthe Index approaching 50% at any point in the day could resultin the total loss of an investor’s investment if that movement iscontrary to the investment objective of the Fund, even if theIndex subsequently moves in an opposite direction, eliminat-ing all or a portion of the earlier movement. This would be thecase with any such single day movements in the Index, even ifthe Index maintains a level greater than zero at all times. Inaddition, the use of leverage may increase the volatility of theFund and magnify any differences between the performance ofthe Fund and its underlying Index or benchmark.

• Compounding Risk — The Fund has a single day investmentobjective, and the Fund’s performance for any other period isthe result of its return for each day compounded over theperiod. This usually will differ in amount, and possibly evendirection, from two times the inverse (-2x) of the daily return ofthe Fund’s Index for the same period, before accounting forfees and expenses. Compounding affects all investments, but

has a more significant impact on an inverse leveraged fund.This effect becomes more pronounced as Index volatility andholding periods increase. Fund performance for a period longerthan a single day can be estimated given any set of assump-tions for the following factors: (a) Index volatility; (b) Indexperformance; (c) period of time; (d) financing rates associatedwith inverse leveraged exposure; (e) other Fund expenses; and(f) dividends or interest paid with respect to securities in theIndex. The chart below illustrates the impact of two principalfactors — Index volatility and Index performance — on Fundperformance. The chart shows estimated Fund returns for anumber of combinations of Index volatility and Indexperformance over a one-year period. Actual volatility, Indexand Fund performance may differ significantly from the chartbelow. Performance shown in the chart assumes: (a) no Fundexpenses; and (b) borrowing/lending rates (to obtain inverseleveraged exposure) of zero percent. If Fund expenses and/oractual borrowing/lending rates were reflected, the Fund’s per-formance would be different than shown.

Areas shaded darker represent those scenarios where the Fundcan be expected to return less than two times the inverse (-2x)of the performance of the Index.

Estimated Fund Returns

Index Performance One Year Volatility Rate

OneYearIndex

Two timesthe inverse(-2x) of theOne Year

Index 10% 25% 50% 75% 100%

-60% 120% 506.5% 418.1% 195.2% 15.6% -68.9%

-50% 100% 288.2% 231.6% 88.9% -26.0% -80.1%

-40% 80% 169.6% 130.3% 31.2% -48.6% -86.2%

-30% 60% 98.1% 69.2% -3.6% -62.2% -89.8%

-20% 40% 51.6% 29.5% -26.2% -71.1% -92.2%

-10% 20% 19.8% 2.3% -41.7% -77.2% -93.9%

0% 0% -3.0% -17.1% -52.8% -81.5% -95.0%

10% -20% -19.8% -31.5% -61.0% -84.7% -95.9%

20% -40% -32.6% -42.4% -67.2% -87.2% -96.5%

30% -60% -42.6% -50.9% -72.0% -89.1% -97.1%

40% -80% -50.5% -57.7% -75.9% -90.6% -97.5%

50% -100% -56.9% -63.2% -79.0% -91.8% -97.8%

60% -120% -62.1% -67.6% -81.5% -92.8% -98.1%

The foregoing table is intended to isolate the effect of Indexvolatility and Index performance on the return of the Fund andis not a representation of actual returns. For example, the Fundmay incorrectly be expected to achieve a -40% return on ayearly basis if the Index return were 20%, absent the effects ofcompounding. As the table shows, with Index volatility of 50%,the Fund could be expected to return -67.2% under such ascenario. The Fund’s actual returns may be significantly better

6 :: ULTRASHORT FINANCIALS SKF PROSHARES.COM

or worse than the returns shown above as a result of any of thefactors discussed above or in “Principal Risks — CorrelationRisk” below.

The Index’s annualized historical volatility rate for the five-year period ended May 31, 2019 was 14.82%. The Index’s high-est May to May volatility rate during the five-year period was19.15% (May 31, 2016). The Index’s annualized total return per-formance for the five-year period ended May 31, 2019 was10.23%. Historical Index volatility and performance are notindications of what the Index volatility and performance willbe in the future. The volatility of U.S. exchange-traded secu-rities or instruments that reflect the value of the Index maydiffer from the volatility of the Index.

For additional graphs and charts demonstrating the effectsof Index volatility and Index performance on the long-termperformance of the Fund, see “Understanding the Risks andLong-Term Performance of Daily Objective Funds — TheImpact of Compounding” in the Fund’s Prospectus and“Special Note Regarding the Correlation Risks of GearedFunds” in the Fund’s Statement of Additional Information.

• Correlation Risk — A number of factors may affect the Fund’s abil-ity to achieve a high degree of inverse correlation with theIndex, and there is no guarantee that the Fund will achieve ahigh degree of inverse correlation. Failure to achieve a highdegree of inverse correlation may prevent the Fund from ach-ieving its investment objective, and the percentage change ofthe Fund’s NAV each day may differ, perhaps significantly inamount, and possibly even direction, from two times theinverse (-2x) of the percentage change of the Index on such day.

In order to achieve a high degree of inverse correlation with theIndex, the Fund seeks to rebalance its portfolio daily to keepexposure consistent with its investment objective. Beingmaterially under- or overexposed to the Index may prevent theFund from achieving a high degree of inverse correlation withthe Index and may expose the Fund to greater leverage risk.Market disruptions or closure, regulatory restrictions, marketvolatility, illiquidity in the markets for the financial instru-ments in which the Fund invests, and other factors willadversely affect the Fund’s ability to adjust exposure to requi-site levels. The target amount of portfolio exposure is impacteddynamically by the Index’s movements, including intradaymovements. Because of this, it is unlikely that the Fund willhave perfect inverse leveraged (-2x) exposure during the day orat the end of each day and the likelihood of being materiallyunder- or overexposed is higher on days when the Index isvolatile, particularly when the Index is volatile at or near theclose of the trading day.

A number of other factors may also adversely affect the Fund’sinverse correlation with the Index, including fees, expenses,transaction costs, financing costs associated with the use ofderivatives, income items, valuation methodology, accountingstandards and disruptions or illiquidity in the markets for thesecurities or financial instruments in which the Fund invests.The Fund may not have investment exposure to all securities inthe Index, or its weighting of investment exposure to securities

may be different from that of the Index. In addition, the Fundmay invest in securities not included in the Index. The Fundmay take or refrain from taking positions in order to improvetax efficiency, comply with regulatory restrictions, or for otherreasons, each of which may negatively affect the Fund’scorrelation with the Index. The Fund may also be subject tolarge movements of assets into and out of the Fund, potentiallyresulting in the Fund being under- or overexposed to the Indexand may be impacted by Index reconstitutions and Indexrebalancing events. Any of these factors could decreasecorrelation between the performance of the Fund and the Indexand may hinder the Fund’s ability to meet its daily investmentobjective on or around that day.

• Rebalancing Risk — If for any reason the Fund is unable torebalance all or a portion of its portfolio, or if all or a portion ofthe portfolio is rebalanced incorrectly, the Fund’s investmentexposure may not be consistent with the Fund’s investmentobjective. In these instances, the Fund may have investmentexposure to the Index that is significantly greater or less thanits stated multiple. As a result, the Fund may be more exposedto leverage risk than if it had been properly rebalanced andmay not achieve its investment objective.

In addition to the foregoing risks, the remaining principalrisks are listed in alphabetical order below.

• Banks Industry Risk — The Fund is subject to risks faced bycompanies in the banks industry, including: extensive gov-ernmental regulation and/or nationalization that affects thescope of their activities, the prices they can charge and theamount of capital they must maintain; adverse effects onprofitability due to increases in interest rates or loan losses(which usually increase in economic downturns, which couldlead to insolvency or other negative consequences); severeprice competition; economic conditions; credit rating down-grades; and increased inter-industry consolidation and com-petition. This sector has experienced significant losses in thepast, and the impact of more stringent capital requirementsand of recent or future regulation on any individual bank or onthe sector as a whole cannot be predicted.

• Counterparty Risk — The Fund will invest in derivatives involvingthird parties (i.e., counterparties). The use of derivativesinvolves risks that are different from those associated withordinary portfolio securities transactions. The Fund will besubject to credit risk (i.e., the risk that a counterparty is or isperceived to be unwilling or unable to make timely payments orotherwise meet its contractual obligations) with respect to theamount it expects to receive from counterparties to derivativesand repurchase agreements entered into by the Fund. If acounterparty becomes bankrupt or fails to perform its obliga-tions, or if any collateral posted by the counterparty for thebenefit of the Fund is insufficient or there are delays in theFund’s ability to access such collateral, the value of an invest-ment in the Fund may decline.

• Diversified Financials Industry Risk — The Fund is subject to the risksfaced by companies in the diversified financials industry,including: changes in credit ratings, interest rates, loan losses,

PROSHARES.COM SKF ULTRASHORT FINANCIALS :: 7

the performance of credit and financial markets and the avail-ability and cost of capital funds; and adverse effects from gov-ernmental regulation and oversight. The diversified financialsindustry may also be affected by risks that affect the broaderfinancials industry.

• Early Close/Late Close/Trading Halt Risk — An exchange or marketmay close early, close late or issue trading halts on specificsecurities or financial instruments. The ability to trade certainsecurities or financial instruments may be restricted, whichmay disrupt the Fund’s creation and redemption process,potentially affect the price at which the Fund’s shares trade inthe secondary market, and/or result in the Fund being unableto trade certain securities or financial instruments. In thesecircumstances, the Fund may be unable to rebalance itsportfolio, may be unable to accurately price its investmentsand/or may incur substantial trading losses. If trading in theFund’s shares halt, investors may be temporarily unable totrade shares of the Fund.

• Equity and Market Risk — Equity markets are volatile, and thevalue of securities, swaps, futures and other instrumentscorrelated with equity markets may fluctuate dramaticallyfrom day to day. Equity markets are subject to corporate,political, regulatory, market and economic developments, aswell as developments that impact specific economic sectors,industries or segments of the market. Further, stocks in theIndex may underperform other equity investments. Volatilityin the markets and/or market developments may cause thevalue of an investment in the Fund to decrease over short orlong periods of time. As a fund seeking daily investmentresults, before fees and expenses, that correspond to two timesthe inverse (-2x) of the daily return of the Index, the value of aninvestment in the Fund is expected to decline when marketconditions cause the level of the Index to rise.

• Financials Industry Risk — The Fund is subject to risks faced bycompanies in the financials economic sector, including:extensive governmental regulation that affects the scope oftheir activities, prices and the amount of capital they mustmaintain; adverse effects from increases in interest rates;effects on profitability caused by loan defaults; and con-solidation and competition in the financials sector. The impactof recent or future regulation on any individual financialcompany or on the financials economic sector as a whole can-not be predicted.

• Index Performance Risk — The Fund is linked to an Index main-tained by a third party provider unaffiliated with the Fund orProShare Advisors. There can be no guarantee or assurancethat the methodology used by the third party provider to createthe Index will result in the Fund achieving positive returns.Further, there can be no guarantee that the methodologyunderlying the Index or the daily calculation of the Index willbe free from error. It is also possible that the value of the Indexmay be subject to intentional manipulation by third-partymarket participants. The Index used by the Fund mayunderperform other asset classes and may underperform othersimilar indices. Each of these factors could have a negative

impact on the performance of the Fund, and the Fund couldlose value, while other indices or measures of marketperformance increase in value.

• Intraday Price Performance Risk — The intraday performance ofshares of the Fund traded in the secondary market generallywill be different from the performance of the Fund whenmeasured from one NAV calculation-time to the next. Whenshares are bought intraday, the performance of the Fund’sshares relative to the Index until the Fund’s next NAV calcu-lation time will generally be greater than or less than theFund’s stated multiple times the performance of its Index.

• Inverse Correlation Risk — Investors will lose money when the Indexrises — a result that is the opposite from traditional funds.

• Large-Cap Company Investment Risk — Exposure to stocks of large-cap companies may subject the Fund to certain risks. Althoughreturns on investments in large-cap companies are often per-ceived as being less volatile than the returns of companies withsmaller market capitalizations, the return on large-cap secu-rities could trail the returns on investments in smaller andmid-sized companies for a number of reasons. For example,large-cap companies may be unable to respond quickly to newcompetitive challenges, such as changes in technology, andalso may not be able to attain the high growth rate of success-ful smaller companies.

• Liquidity Risk — In certain circumstances, such as the disruptionof the orderly markets for the financial instruments in whichthe Fund invests, the Fund might not be able to acquire ordispose of certain holdings quickly or at prices that representtrue market value in the judgment of ProShare Advisors.Markets for the financial instruments in which the Fundinvests may be disrupted by a number of events, including butnot limited to economic crises, natural disasters, excessivevolatility, new legislation, or regulatory changes inside or out-side of the U.S. For example, regulation limiting the ability ofcertain financial institutions to invest in certain securitieswould likely reduce the liquidity of those instruments. Thesesituations may prevent the Fund from limiting losses, realizinggains or achieving a high inverse correlation with the Index.

• Market Price Variance Risk — Investors buy and sell Fund shares inthe secondary market at market prices, which may be differentfrom the NAV per share of the Fund (i.e., the secondary marketprice may trade at a price greater than NAV (a premium) or lessthan NAV (a discount). The market price of the Fund’s shareswill fluctuate in response to changes in the value of the Fund’sholdings, supply and demand for shares and other market fac-tors. In addition, the instruments held by the Fund may betraded in markets on days and at times when the Fund’s listingexchange is closed for trading. As a result, the value of theFund’s holdings may vary, perhaps significantly, on days andat times when investors are unable to purchase or sell Fundshares. ProShare Advisors cannot predict whether shares willtrade above, below or at a price equal to the value of theFund’s holdings.

• Non-Diversification Risk — The Fund is classified as “non-diversified” under the Investment Company Act of 1940, as

8 :: ULTRASHORT FINANCIALS SKF PROSHARES.COM

amended (“1940 Act”), and has the ability to invest a relativelyhigh percentage of its assets in financial instruments with asingle counterparty or a few counterparties. This may increasethe Fund’s volatility and cause the credit of one or a relativelysmaller number of counterparties to have a greater impact onthe Fund’s performance. Notwithstanding the Fund’s status asa “non-diversified” investment company under the 1940 Act,the Fund intends to qualify as a “regulated investment com-pany” (“RIC”) accorded special tax treatment under theInternal Revenue Code, which imposes its own diversificationrequirements that are less restrictive than the requirementsapplicable to “diversified” investment companies under the1940 Act.

• Portfolio Turnover Risk — The Fund may incur high portfolio turn-over to manage the Fund’s investment exposure. Additionally,active market trading of the Fund’s shares may cause morefrequent creation or redemption activities that could, in cer-tain circumstances, increase the number of portfolio trans-actions. High levels of portfolio transactions increasebrokerage and other transaction costs and may result inincreased taxable capital gains. Each of these factors couldhave a negative impact on the performance of the Fund.

• Short Sale Exposure Risk — The Fund may seek inverse or “short”exposure through financial instruments, which would causethe Fund to be exposed to certain risks associated with sellingshort. These risks include, under certain market conditions, anincrease in the volatility and decrease in the liquidity of theinstruments underlying the short position, which may lowerthe Fund’s return, result in a loss, have the effect of limitingthe Fund’s ability to obtain inverse exposure through financialinstruments, or require the Fund to seek inverse exposurethrough alternative investment strategies that may be lessdesirable or more costly to implement. To the extent that, atany particular point in time, the instruments underlying theshort position may be thinly traded or have a limited market,including due to regulatory action, the Fund may be unable tomeet its investment objective due to a lack of available secu-rities or counterparties. During such periods, the Fund’s abilityto issue additional Creation Units may be adversely affected.Obtaining inverse exposure through these instruments may beconsidered an aggressive investment technique. Any income,dividends or payments by the assets underlying the Fund’sshort positions will negatively impact the Fund.

• Tax Risk — In order to qualify for the special tax treatmentaccorded a RIC and its shareholders, the Fund must derive atleast 90% of its gross income for each taxable year from“qualifying income,” meet certain asset diversification tests atthe end of each taxable quarter, and meet annual distributionrequirements. The Fund’s pursuit of its investment strategies

will potentially be limited by the Fund’s intention to qualify forsuch treatment and could adversely affect the Fund’s ability toso qualify. The Fund can make certain investments, the treat-ment of which for these purposes is unclear. If, in any year, theFund were to fail to qualify for the special tax treatmentaccorded a RIC and its shareholders, and were ineligible to orwere not to cure such failure, the Fund would be taxed in thesame manner as an ordinary corporation subject to U.S. federalincome tax on all its income at the fund level. The resultingtaxes could substantially reduce the Fund’s net assets and theamount of income available for distribution. In addition, inorder to requalify for taxation as a RIC, the Fund could berequired to recognize unrealized gains, pay substantial taxesand interest, and make certain distributions. Please see theStatement of Additional Information for more information.

• Valuation Risk — In certain circumstances (e.g., if ProShare Advi-sors believes market quotations do not accurately reflect thefair value of an investment, or a trading halt closes anexchange or market early), ProShare Advisors may, in its solediscretion, choose to determine a fair value price as the basisfor determining the market value of such investment for suchday. The fair value of an investment determined by ProShareAdvisors may be different from other value determinations ofthe same investment. Portfolio investments that are valuedusing techniques other than market quotations, including “fairvalued” securities, may be subject to greater fluctuation intheir value from one day to the next than would be the case ifmarket quotations were used. In addition, there is no assur-ance that the Fund could sell a portfolio investment for thevalue established for it at any time, and it is possible that theFund would incur a loss because a portfolio investment is soldat a discount to its established value.

Please see “Investment Objectives, Principal Investment Strat-egies and Related Risks” in the Fund’s Prospectus foradditional details.

Investment ResultsThe bar chart below shows how the Fund’s investment resultshave varied from year to year, and the table shows how the Fund’saverage annual total returns for various periods compare with abroad measure of market performance. This information providessome indication of the risks of investing in the Fund. In addition,the Fund’s performance information reflects applicable fee waiv-ers and expense limitations (if any) in effect during the periodspresented. Absent such fee waivers/expense limitations, if any,performance would have been lower. Past results (before and aftertaxes) are not predictive of future results. Updated informationon the Fund’s results can be obtained by visiting ProShares.com.

PROSHARES.COM SKF ULTRASHORT FINANCIALS :: 9

Annual Returns as of December 31

-80%

-60%

-40%

-20%

0%

20%

2009 2013 2017 2018201620152014201220112010

-76.59%

-35.26%

-5.63%

-43.13%

-8.64%-27.84%

-31.57%

15.66%

-33.36%

-48.36%

Best Quarter (ended 9/30/2011): 37.34%Worst Quarter (ended 6/30/2009): -57.17%The year-to-date return as of the most recent quarter,which ended June 30, 2019, was -29.47%.

Average Annual Total ReturnsAs ofDecember 31,2018

OneYear

FiveYears

TenYears

SinceInception

InceptionDate

Before Taxes 15.66% -19.04% -34.47% -27.34% 1/30/2007

After Taxes onDistributions 15.63% -19.05% -34.47% -27.40% —

After Taxes onDistributionsand Sale ofShares 9.27% -12.84% -12.98% -10.68% —

Dow JonesU.S.FinancialsSM

Index# -8.98% 8.01% 11.15% 1.32% —# Reflects no deduction for fees, expenses or taxes. Adjusted to reflect thereinvestment of dividends paid by companies in the Index. “SinceInception” returns are calculated from the date the Fund commencedoperations, not the date of inception of the Index.

Average annual total returns are shown on a before- and after-taxbasis for the Fund. After-tax returns are calculated using the

historical highest individual federal marginal income tax ratesand do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differfrom those shown. After-tax returns shown are not relevant toinvestors who hold shares through tax-deferred arrangements,such as a retirement account. After-tax returns may exceed thereturn before taxes due to a tax benefit from realizing a capitalloss on a sale of shares.

Annual returns are required to be shown and should not beinterpreted as suggesting that the Fund should or should not beheld for longer periods of time.

ManagementThe Fund is advised by ProShare Advisors. Michael Neches,Senior Portfolio Manager, and Tarak Davé, Portfolio Manager,have jointly and primarily managed the Fund since October 2013and April 2018, respectively.

Purchase and Sale of Fund SharesThe Fund will issue and redeem shares only to Authorized Partic-ipants (typically broker-dealers) in exchange for the deposit ordelivery of a basket of assets (securities and/or cash) in largeblocks, known as Creation Units, each of which is comprised of25,000 shares. Retail investors may only purchase and sell shareson a national securities exchange through a broker-dealer.Because the Fund’s shares trade at market prices rather than atNAV, shares may trade at a price greater than NAV (a premium) orless than NAV (a discount).

Tax InformationIncome and capital gains distributions you receive from the Fundgenerally are subject to federal income taxes and may also besubject to state and local taxes. The Fund intends to distributeincome, if any, quarterly, and capital gains, if any, at least annu-ally. Distributions for this Fund may be significantly higher thanthose of most ETFs.

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Investment Company Act file number 811-21114

ProShares Trust7501 Wisconsin Avenue, Suite 1000E Bethesda, MD 20814866.PRO.5125 866.776.5125ProShares.com

© 2019 ProShare Advisors LLC. All rights reserved SKF-OCT19