497K 1 f39485d1.

htm PROSHARES ULTRAPRO QQQ

SUMMARY PROSPECTUS
SEPTEMBER 27, 2024

UltraPro QQQ®

This Summary Prospectus is designed to provide investors with key fund information in a clear and concise format. Before you
invest, you may want to review the Fund’s Full Prospectus, which contains more information about the Fund and its risks. The
Fund’s Full Prospectus, dated September 27, 2024, and Statement of Additional Information, dated September 27, 2024, and as
each hereafter may be supplemented, are incorporated by reference into this Summary Prospectus. All of this information may be
obtained at no cost either: online at ProShares.com/resources/prospectus_reports.html; by calling 866-PRO-5125 (866-776-5125);
or by sending an email request to [email protected]. The Securities and Exchange Commission has not approved or
disapproved these securities or passed upon the adequacy of this Summary Prospectus. Any representation to the contrary is a
criminal offense.

TQQQ LISTED ON THE NASDAQ STOCK MARKET

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 the impact on the environment of providing these materials. To enroll in electronic delivery,
1. Go to www.icsdelivery.com
2. 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 can cancel electronic delivery at any time and revert to physical delivery of your materials. Just go to
www.icsdelivery.com, perform the first three steps above, and follow the instructions for cancelling electronic delivery. If you have
any questions, please contact your brokerage firm.
PROSHARES.COM ULTRAPRO QQQ® :: 3

2 ProShare Advisors LLC (“ProShare Advisors”) has agreed to waive

Investment Objective fees and to reimburse expenses to the extent Total Annual Fund
Operating Expenses Before Fee Waivers and Expense
ProShares UltraPro QQQ® (the “Fund”) seeks daily Reimbursements, as a percentage of average daily net assets,
investment results, before fees and expenses, that exceed 0.95% through September 30, 2025. Amounts waived or
correspond to three times (3x) the daily performance of reimbursed in a particular contractual period may be recouped by
the Nasdaq-100® Index (the “Index”). ProShare Advisors within five years subject to certain limitations.
Example: This example is intended to help you compare
Important Information About the Fund
the cost of investing in the Fund with the cost of investing
If the Fund is successful in meeting its investment in other funds.
objective, it should gain approximately three times as
much as the Index when the Index rises on a given day. The example assumes that you invest $10,000 in the
Conversely, it should lose approximately three times as Fund for the time periods indicated and then redeem or
much as the Index when the Index falls on a given day. hold all of your shares at the end of each period. The
The Fund does not seek to achieve three times (3x) example also assumes that your investment has a 5%
the daily performance of the Index (the “Daily return each year and that the Fund’s operating expenses
Target”) for any period other than a day. remain the same, except that the fee waiver/expense
reimbursement is assumed only to pertain to the first
While the Fund has a daily investment objective, you year. Although your actual costs may be higher or lower,
may hold Fund shares for longer than one day if you based on these assumptions your approximate costs
believe doing so is consistent with your goals and risk would be:
tolerance. If you hold fund shares for any period
other than a day, it is important for you to 1 Year 3 Years 5 Years 10 Years
understand that over your holding period: $86 $296 $524 $1,178
● Your return may be higher or lower than the Daily The Fund pays transaction and financing costs
Target, and this difference may be significant. associated with the purchase and sale of securities and
● Factors that contribute to returns that are worse than derivatives. These costs are not reflected in the table or
the Daily Target include smaller Index gains or losses the example above.
and higher Index volatility, as well as longer holding
periods when these factors apply. Portfolio Turnover
● Factors that contribute to returns that are better than The Fund pays transaction costs, such as commissions,
the Daily Target include larger Index gains or losses when it buys and sells securities (or “turns over” its
and lower Index volatility, as well as longer holding portfolio). A higher portfolio turnover rate may indicate
periods when these factors apply. higher transaction costs and may result in higher taxes
when the Fund’s shares are held in a taxable account.
● The more extreme these factors are, and the more These costs, which are not reflected in Annual Fund
they occur together, the more your return will tend to Operating Expenses or in the example above, affect the
deviate from the Daily Target. Fund’s performance. During the most recent fiscal year,
the Fund’s annual portfolio turnover rate was 32% of the
Fees and Expenses of the Fund average value of its portfolio. This portfolio turnover rate
The table below describes the fees and expenses that is calculated without regard to cash instruments or
you may pay if you buy, hold, and sell shares of the derivatives transactions. If such transactions were
Fund. You may pay other fees, such as brokerage included, the Fund’s portfolio turnover rate would be
commissions and other fees to financial intermediaries, significantly higher.
which are not reflected in the tables and examples
below. Principal Investment Strategies
The Fund invests in financial instruments that ProShare
Annual Fund Operating Expenses Advisors believes, in combination, should produce daily
(expenses that you pay each year as a percentage returns consistent with the Daily Target.
of the value of your investment)
The Index is designed to measure the performance of
Management Fees 0.75% 100 of the largest Nasdaq-listed non-financial
Other Expenses 0.22% companies. The Index includes non-financial companies
listed on the Nasdaq Global Select Market or the Nasdaq
Total Annual Fund Operating Expenses Before Fee Global Market (which include both U.S. and non-U.S.
Waivers and Expense Reimbursements 0.97% companies). The top 100 companies based on market
1,2 capitalization are included in the Index. These
Fee Waiver/Reimbursement -0.13% companies are then weighted based on market
capitalization. The Index’s composition and the assigned
Total Annual Fund Operating Expenses After Fee
Waivers and Expense Reimbursements 0.84% weights are reevaluated every December, with additional
weight adjustments occurring in March, June, and
September. The Index is
1 ProShare Advisors LLC (“ProShare Advisors”) has contractually
agreed to waive a portion of the Investment Advisory Fee through
September 30, 2025. For the fiscal year ended May 31, 2024, the
amount of the waiver was 0.11%.
4 :: ULTRAPRO QQQ® PROSHARES.COM

constructed and maintained by Nasdaq Inc. More intent of obtaining leveraged exposure consistent with
information about the Index can be found using the the investment objective.
Bloomberg ticker symbol “NDX.” The Fund seeks to rebalance its portfolio each day so
Under normal circumstances, the Fund will obtain that its exposure to the Index is consistent with the Daily
leveraged exposure to at least 80% of its total assets in Target. The Index’s movements during the day will affect
components of the Index or in instruments with similar whether the Fund’s portfolio needs to be rebalanced. For
economic characteristics. example, if the Index has risen on a given day, net
The Fund will invest principally in the financial assets of the Fund should rise (assuming there were no
Creation Unit redemptions). As a result, the Fund’s
instruments listed below.
exposure will need to be increased. Conversely, if the
● Equity Securities — Common stock issued by public Index has fallen on a given day, net assets of the Fund
companies. should fall (assuming there were no Creation Units
● Derivatives — Financial instruments whose value is issued). As a result, the Fund’s exposure will need to be
derived from the value of an underlying asset or rate, decreased.
such as stocks, bonds, ETFs, interest rates or Please see “Investment Objectives, Principal Investment
indexes. These derivatives principally include: Strategies and Related Risks” in the Fund’s Prospectus
for additional details.
○ Swap Agreements — Contracts entered into primarily
with major global financial institutions for a specified Principal Risks
period ranging from a day to more than one year. In
a standard swap transaction, two parties agree to You could lose money by investing in the Fund.
exchange or “swap” payments based on the change ● Leverage Risk — The Fund uses leverage and will lose
in value of an underlying asset or benchmark. For more money when the value of the Index falls than a
example, two parties may agree to exchange the similar fund that does not use leverage. The use of
return (or differentials in rates of returns) earned or leverage increases the risk of a total loss of your
realized on a particular investment or instrument. investment. If the Index approaches a 33% loss at any
○ Futures Contracts — Standardized contracts that point in the day, you could lose your entire investment.
obligate the parties to buy or sell an asset at a As a result, an investment in the Fund may not be
predetermined price and date in the future. suitable for all investors. The use of leverage
increases the volatility of your returns. The cost of
● Money Market Instruments — The Fund expects that obtaining this leverage will lower your returns.
any cash balances maintained in connection with its
use of derivatives will typically be held in high quality, ● Holding Period Risk — The performance of the Fund for
short-term money market instruments, for example: periods longer than a single day will likely differ from
the Daily Target. This difference may be significant. If
○ U.S. Treasury Bills — U.S. government securities that you are considering holding fund shares for
have initial maturities of one year or less, and are longer than a day, it’s important that you
supported by the full faith and credit of the U.S. understand the impact of Index returns and Index
government. volatility (how much the value of the Index moves
up and down from day-to-day) on your holding
○ Repurchase Agreements — Contracts in which a seller
of securities, usually U.S. government securities or period return. Index volatility has a negative impact
on Fund returns. During periods of higher Index
other money market instruments, agrees to buy the
volatility, the Index volatility may affect the Fund’s
securities back at a specified time and price.
returns as much as or more than the return of the
ProShare Advisors uses a mathematical approach to Index.
investing in which it determines the type, quantity and
mix of investment positions that it believes, in The following table illustrates the impact of Index
combination, the Fund should hold to produce daily volatility and Index return on Fund returns for a
returns consistent with the Daily Target. For these hypothetical one-year period. However, these effects
purposes a day is measured from the time of one net will impact your return for any holding period other
asset value (“NAV”) calculation to the next. than a day. The longer you hold shares of the Fund,
the more magnified these effects will be. As a
The Fund seeks to remain fully invested at all times in result, you should consider monitoring your
financial instruments that, in combination, provide investments in the Fund in light of your individual
leveraged exposure consistent with the investment investment goals and risk tolerance.
objective, without regard to market conditions, trends or
direction. However, the Fund may invest in or gain In the table areas shaded darker represent those
exposure to only a representative sample of the scenarios where the Fund can be expected to return
securities in the Index or to securities not contained in less than the Daily Target. As the table shows, your
the Index or in financial instruments, with the return will tend to be worse than the Daily Target when
there are smaller Index gains or losses and higher
Index volatility. Your return will tend to be better than
the Daily Target when there are
PROSHARES.COM ULTRAPRO QQQ® :: 5

larger Index gains or losses and lower Index volatility. with the Index. Fees, expenses, transaction costs,
You may lose money when the Index return is flat (i.e., financing costs associated with the use of derivatives,
close to zero) and you may lose money when the among other factors, will adversely impact the Fund’s
Index rises. ability to meet its Daily Target. In addition, the Fund
may not have leveraged exposure to all of the
The table uses hypothetical annualized Index volatility
securities in the Index, its weighting of securities may
and Index returns to illustrate the impact of these two be different from that of the Index, and it may invest in
factors on Fund performance over a one-year period.
instruments not included in the Index. Moreover, if for
It does not represent actual returns. Each row
any reason the Fund is unable to rebalance all or a
corresponds to the level of a hypothetical Index return portion of its investments, the Fund may have
for a one-year period. Each column corresponds to a
exposure to the Index that is significantly greater or
level of hypothetical annualized Index volatility. For
less than the Daily Target. Any of these factors may
example, the Fund may mistakenly be expected to prevent the Fund from achieving exposure consistent
achieve a -60% return on a yearly basis if the annual
with the Daily Target.
Index return were -20%. However, as the table shows,
with a one-year Index return of -20% and an ● Derivatives Risk — Investing in derivatives to obtain
annualized Index volatility of 50%, the Fund could be leveraged exposure may be considered aggressive
expected to return -75.8%. and may expose the Fund to greater risks including
counterparty risk and correlation risk. The Fund may
Estimated Fund Returns lose money if its derivatives do not perform as
expected and may even lose money if they do perform
Index Performance One Year Volatility Rate
as expected. To the extent the Fund invests in swaps
Three times that use an ETF as the reference asset, the Fund will
One (3x) the be subject to the risks of that ETF including the risk
Year One Year that the ETF may not meet its investment objective. In
Index Index 10% 25% 50% 75% 100% addition, the Fund may be subject to greater
-60% -180% -93.8% -94.7% -97.0% -98.8% -99.7% correlation risk since the performance of the ETF may
not correlate to the performance of the Index. Any
-50% -150% -87.9% -89.6% -94.1% -97.7% -99.4% costs associated with using derivatives will reduce the
-40% -120% -79.0% -82.1% -89.8% -96.0% -98.9%
Fund’s return.
● Counterparty Risk — The Fund may lose money if a
-30% -90% -66.7% -71.6% -83.8% -93.7% -98.3%
counterparty does not meet its contractual obligations.
-20% -60% -50.3% -57.6% -75.8% -90.5% -97.5% With respect to swap agreements, if the Index has a
dramatic intraday move that causes a material decline
-10% -30% -29.3% -39.6% -65.6% -86.5% -96.4% in the Fund’s net assets, the terms of a swap
agreement between the Fund and its counterparty
0% 0% -3.0% -17.1% -52.8% -81.5% -95.0%
may permit the counterparty to immediately close out
10% 30% 29.2% 10.3% -37.1% -75.4% -93.4% the transaction with the Fund. In that event, the Fund
may be unable to enter into another swap agreement
20% 60% 67.7% 43.3% -18.4% -68.0% -91.4% or invest in other derivatives to achieve its investment
objective.
30% 90% 113.2% 82.1% 3.8% -59.4% -89.1%
● Equity and Market Risk — Equity markets are volatile,
40% 120% 166.3% 127.5% 29.6% -49.2% -86.3% and the value of equity securities and other
50% 150% 227.5% 179.8% 59.4% -37.6% -83.2% instruments correlated with equity markets may
fluctuate dramatically from day to day. Equity markets
60% 180% 297.5% 239.6% 93.5% -24.2% -79.6% are subject to corporate, political, regulatory, market
and economic developments, as well as developments
Assumes: (a) no dividends paid with respect to securities included in
the Index; (b) no Fund expenses; and (c) borrowing/lending rates (to
that impact specific economic sectors, industries or
obtain leveraged exposure) of zero percent. If these were included the segments of the market.
Fund’s performance would be different from that shown. ● Money Market Instruments Risk — Adverse economic,
The Index’s annualized historical volatility rate for the political or market events affecting issuers of money
five-year period ended May 31, 2024 was 25.79%. market instruments, defaults by counterparties or
The Index’s highest May to May volatility rate during changes in government regulations may have a
the five-year period was 31.95% (May 29, 2020). The negative impact on the performance of the Fund.
Index’s annualized total return performance for the ● Industry Concentration Risk — The Index may have a
five-year period ended May 31, 2024 was 22.07%. significant portion of its value in issuers in an industry
Historical Index volatility and performance do not or group of industries. The Fund will allocate its
predict future Index volatility and performance. investments to approximately the same extent as the
For more information, including additional graphs and Index. As a result, the Fund may be subject to greater
charts demonstrating the effects of Index volatility and market fluctuations than a fund that is more broadly
Index return on the long-term performance of the invested across industries. As of
Fund, see “Understanding the Risks and Long-Term
 Performance of a Daily Objective Fund” in the Fund’s
Prospectus.
● Correlation Risk — A number of factors may affect the
Fund’s ability to achieve a high degree of leveraged
correlation
6 :: ULTRAPRO QQQ® PROSHARES.COM

May 31, 2024, the Index had a significant portion of its Investment Results
value in issuers in the communication services and
The bar chart below shows how the Fund’s investment
information technology industry groups. results have varied from year to year, and the table
○ Communication Services Industry Risk — Companies in shows how the Fund’s average annual total returns for
this industry may experience: product obsolescence; various periods compare with a broad measure of market
increased research and development costs and performance. This information provides some indication
capital requirements to formulate new products and of the risks of investing in the Fund. In addition, the
services; and regulation by the Federal Fund’s performance information reflects applicable fee
Communications Commission and various state waivers and/or expense limitations, if any, in effect during
regulatory authorities. the periods presented. Absent such fee waivers/expense
limitations, if any, performance would have been lower.
○ Information Technology Industry Risk — Companies in
Past results (before and after taxes) are not predictive of
this industry may experience: intense competition, future results. Updated information on the Fund’s results
obsolescence of existing technology, and changing
can be obtained by visiting the Fund’s website
economic conditions and government regulation.
(www.proshares.com).
● Non-Diversification Risk — The Fund has the ability to
Annual Returns as of December 31
invest a relatively high percentage of its assets in the
securities of a small number of issuers or in financial
instruments with a single counterparty or a few
counterparties. This may increase the Fund’s volatility
and increase the risk that the Fund’s performance will
decline based on the performance of a single issuer or
the credit of a single counterparty.
● Index Performance Risk — The Index used by the Fund
may underperform other asset classes and may
underperform other similar indices. The Index is
maintained by a third party provider unaffiliated with
the Fund or ProShare Advisors. There can be no
guarantee that the methodology underlying the Index
or the daily calculation of the Index will be free from Best Quarter (ended 6/30/2020): 104.49%
error.
Worst Quarter (ended 6/30/2022): -58.60%
● Intraday Price Performance Risk — The intraday
performance of Fund shares traded in the secondary Year-to-Date (ended 6/30/2024): 46.47%
market generally will be different from the performance
Average Annual Total Returns
of the Fund when measured from one NAV
calculation-time to the next. When shares are bought As of December 31, 2023
intraday, the performance of the Fund’s shares relative
to the Index until the Fund’s next NAV calculation time One Five Ten
will generally be higher or lower than the Daily Target. Year Years Years
Before Tax 198.19% 41.12% 35.00%
● Market Price Variance Risk — Investors buy and sell
Fund shares in the secondary market at market prices. After Taxes on Distributions 196.23% 40.89% 34.88%
Market prices may be different from the NAV per share
of the Fund (i.e., the secondary market price may After Taxes on Distributions and
trade at a price greater than NAV (a premium) or less Sale of Shares 117.11% 34.96% 31.50%
than NAV (a discount)). The market price of the Fund’s ® 1
shares will fluctuate in response to changes in the Nasdaq-100 Index 55.13% 22.65% 17.90%
value of the Fund’s holdings, supply and demand for 1 Reflects no deduction for fees, expenses or taxes. Adjusted to
shares and other market factors. reflect the reinvestment of dividends paid by issuers in the Index.
● Early Close/Late Close/Trading Halt Risk — An exchange Average annual total returns are shown on a before- and
or market may close early, close late or issue trading after-tax basis for the Fund. After-tax returns are
halts on specific securities or financial instruments. In calculated using the historical highest individual federal
these circumstances, the Fund may be unable to marginal income tax rates and do not reflect the impact
rebalance its portfolio, may be unable to accurately of state and local taxes. Actual after-tax returns depend
price its investments and/or may incur substantial on an investor’s tax situation and may differ from those
trading losses. shown. After-tax returns shown are
Please see “Investment Objectives, Principal Investment
Strategies and Related Risks” in the Fund’s Prospectus
for additional details.
PROSHARES.COM ULTRAPRO QQQ® :: 7

not relevant to investors who hold shares through tax- on a national securities exchange and because shares
deferred arrangements, such as a retirement account. trade at market prices rather than NAV, shares of the
After-tax returns may exceed the return before taxes due Fund may trade at a price greater than NAV (premium)
to a tax benefit from realizing a capital loss on a sale of or less than NAV (discount). In addition to brokerage
shares. commissions, investors incur the costs of the difference
Annual returns are required to be shown and should not between the highest price a buyer is willing to pay to
purchase shares of the Fund (bid) and the lowest price a
be interpreted as suggesting that the Fund should or
seller is willing to accept for shares of the Fund (ask)
should not be held for longer periods of time.
when buying or selling shares in the secondary market
Management (the “bid-ask spread”). The bid-ask spread varies over
time for Fund shares based on trading volume and
The Fund is advised by ProShare Advisors. Michael market liquidity. Recent information, including information
Neches, Senior Portfolio Manager, and Devin Sullivan, about a Fund’s NAV, market price, premiums and
Portfolio Manager, have jointly and primarily managed discounts, and bid-ask spreads, is included on the
the Fund since October 2013 and April 2018, Fund’s website (www.proshares.com).
respectively.
Tax Information
Purchase and Sale of Fund Shares
Income and capital gains distributions you receive from
The Fund will issue and redeem shares only to the Fund generally are subject to federal income taxes
Authorized Participants (typically broker-dealers) in and may also be subject to state and local taxes. The
exchange for the deposit or delivery of a basket of assets Fund intends to distribute income, if any, quarterly, and
(securities and/or cash) in large blocks, known as capital gains, if any, at least annually. Distributions for
Creation Units. Shares of the Fund may only be this Fund may be higher than those of most ETFs.
purchased and sold by retail investors in secondary
market transactions through broker-dealers or other
financial intermediaries. Shares of the Fund are listed for
trading
Investment Company Act file number 811-21114

ProShares Trust
7272 Wisconsin Avenue, 21st Floor, Bethesda, MD 20814
866.PRO.5125 866.776.5125
ProShares.com

© 2024 ProShare Advisors LLC. All rights reserved. TQQQ--

SEP24