ZSL ProShares UltraShort Silver

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

ProShares Trust II

Full Name of Registrant

Former Name if Applicable

7272 Wisconsin Avenue, 21st Floor

Address of Principal Executive Office (Street and Number)

Bethesda, Maryland 20814

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

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PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

ProShares Trust II (“the Registrant”) is unable to file its Form 10-Q for the period ended September 30, 2024, within the prescribed time period without unreasonable effort or expense due to an unanticipated delay. The Registrant requires additional time to complete its materiality and internal control assessments with respect to a prior period classification of cash balances held at a futures commission merchant (“FCM”) and Receivable/Payables from/to such FCM for the ProShares Short VIX Short-Term Futures ETF, ProShares Ultra Bloomberg Natural Gas ETF, ProShares Ultra VIX Short-Term Futures ETF, ProShares UltraShort Bloomberg Natural Gas ETF and ProShares VIX Short-Term Futures ETF (the “Funds”), as reflected in the Registrant’s Form 10-K for the year ended December 31, 2023 and the Form 10-Qs for the interim periods ended March 31, 2024 and June 30, 2024, and the prior periods reflected therein. The misclassification of such balances, and any restatement of prior period reports to correct this information, does not and would not have any impact on the Funds’ performance or the Funds’ net asset values for the covered periods. The Registrant believes it will file the required report within five calendar days of the prescribed due date.

PART IV — OTHER INFORMATION

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Forward-Looking Statements

Certain matters disclosed in this Form 12b-25 constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the Registrant’s completion of its materiality and internal control assessments with respect to prior period errors and the impact of the misclassification of cash balances held at a futures commission merchant (“FCM”) and Receivable/Payables from/to such FCM. These forward-looking statements are based on management’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to management. Several factor could cause actual results to differ materially from those expressed in or contemplated by the forward-looking statements. The Registrant undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

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