Form AW PROSHARES TRUST

VIA EDGAR

June 10, 2026

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “1933 Act”), the Trust, on behalf of its series ProShares Ultra Cerebras (the “Fund”), respectfully requests that, effective as of the date first set forth above or at the earliest practicable date hereafter, the U.S. Securities and Exchange Commission (the “Commission”) consent to the withdrawal of Post-Effective Amendment 444 to the Trust’s Registration Statement, which was filed on Form N-1A with the Commission via EDGAR (Accession No. 0001174610-26- 000134) on April 21, 2026 (“PEA 444”).

The Trust is submitting this application for withdrawal of PEA 444 because it has elected not to proceed with the registration of the Fund. No securities have been sold in connection with PEA 444.

Accordingly, we request that the Commission issue an order granting withdrawal of PEA 444, effective as of the date first set forth above or at the earliest practicable date hereafter.

Should you have any questions regarding this matter, please contact me at (240) 497-6400.

Very truly yours,

ProShares Trust