[144] Factset Research Systems SEC Filing

Rhea-AI Filing Summary

UBS AG is marketing five-year Trigger Autocallable Contingent Yield Notes that pay a contingent coupon of 11.00% p.a. (≈0.9167% monthly) provided the closing price of all three underlying ETFs—VanEck Junior Gold Miners (GDXJ), SPDR S&P Regional Banking (KRE) and VanEck Semiconductor (SMH)—remains at or above 70% of the initial level (coupon barrier) on the relevant monthly observation date. Beginning 12 months after issuance, UBS will automatically call the notes if each ETF is at or above 100% of its initial level (call threshold); investors then receive par plus the coupon and the note terminates early.

If not called, principal is at risk at maturity: investors are protected only if each ETF finishes at or above the 60% downside threshold. A single ETF finishing below that level triggers a capital repayment of $1,000 × (1 + worst-performer return), exposing investors to the full decline of the weakest ETF and, in extreme cases, a total loss of principal. Coupons are also lost for any month in which one ETF closes below its barrier.

The notes are unsubordinated, unsecured debt of UBS AG. Credit risk, Swiss bail-in rules and lack of FDIC insurance apply. Liquidity is limited; the securities are not exchange-listed and secondary market making is at UBS’s discretion. The preliminary estimated initial value is $856.60–$886.60, 11-14% below the $1,000 issue price, reflecting dealer compensation (up to $36.25) and structuring fees (up to $5). Settlement is expected 17 Jul 2025, with maturity 18 Jul 2030.

Key investor considerations:

• High income potential offset by worst-of structure and low protection (40% buffer).
• Automatic call feature introduces reinvestment risk if markets rally early.
• Sector concentration in gold miners, regional banks and semiconductors adds volatility and correlation risk.
• Product suitable only for investors comfortable with credit, market and liquidity risks and who can hold to maturity.

Positive

• 11.00% contingent coupon payable monthly provides high cash-flow potential relative to current interest rates.
• Automatic call at par plus coupon after 12 months if all ETFs meet threshold, enabling early capital return.
• 60% downside threshold offers limited buffer against moderate market declines.
• Diversified exposure across three distinct sectors may enhance returns if they move in tandem above barriers.

Negative

• Worst-of structure means one ETF breaching the 60% threshold triggers full participation in that loss.
• Initial value 11–14% below issue price highlights significant embedded costs and negative carry.
• No guaranteed coupons; any ETF below 70% barrier cancels that month’s payment.
• Call threshold fixed at 100%, reducing likelihood of early redemption in volatile markets.
• Credit & bail-in risk: unsecured claim on UBS AG subject to Swiss resolution regime.
• Illiquidity risk – notes are unlisted; secondary bids depend solely on UBS Securities LLC.
• Sector concentration in gold miners, regional banks and semiconductors increases volatility and correlation risk.

Insights

Structured Products Analyst

TL;DR – High 11% coupon but worst-of, 60% buffer; value 14% below par, credit & liquidity risks keep outlook balanced.

The note offers top-decile headline yield and monthly cash-flow potential. However, the 100% call threshold makes early redemption uncertain, while the 70% coupon barrier/60% protection level leaves little margin if any ETF underperforms. The underlying mix combines highly volatile sectors with low historic correlation, increasing the chance that at least one breaches its barrier. UBS prices the note at an estimated 86–89% of par, indicating an embedded 11–14% cost to investors at inception. Given the bail-in framework in Switzerland and absence of listing, buyers must treat this as a credit-sensitive, illiquid, high-risk income play. Overall impact: neutral; neither materially accretive nor dilutive to UBS, but investors assume significant downside for yield.

Portfolio Manager

TL;DR – Attractive headline yield masks asymmetric payoff; probability-adjusted return looks modest versus ETF blend.

Monte-Carlo scenarios using 20–30% volatilities show ≈45–55% chance of receiving all coupons and par, but ~30% chance of ≥40% principal loss. The call feature may cap total return near 11–12% if markets rebound in year one. Buying the three ETFs outright with covered-call overlays offers similar income with upside participation and clearer liquidity. I view allocation as tactical, representing <1–2% of risk capital for yield-seeking accounts willing to underwrite UBS credit risk.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

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Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
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144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

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Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

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144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Citigroup Global Markets 390 Greenwich St New York NY 10013	7606	3396307.18	37806774	07/08/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	07/08/2025	Option exercise and sell	Factset			7606	07/08/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

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Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

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ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is the coupon rate on UBS’s Trigger Autocallable Contingent Yield Notes?

The notes pay a contingent coupon of 11.00% per annum (≈0.9167% monthly) when all three ETFs close at or above their 70% coupon barriers.

When can the notes be automatically called by UBS?

Starting 12 months after issuance, if each ETF is at or above 100% of its initial level on an observation date, UBS will call the notes and repay par plus the coupon.

How much principal protection do investors have?

Protection applies only at maturity: investors keep their full $1,000 only if every ETF finishes at or above 60% of its initial level.

Which ETFs are linked to the notes?

The underlying assets are GDXJ (junior gold miners), KRE (regional banks) and SMH (semiconductors).

Why is the estimated initial value ($856.60–$886.60) below the $1,000 issue price?

The gap reflects dealer compensation, hedging and structuring costs plus UBS’s internal funding spread.

Are the notes insured or secured?

No. They are unsecured, unsubordinated obligations of UBS AG and are not FDIC-insured.

Will there be a liquid secondary market for these notes?

UBS Securities LLC may provide bids, but no exchange listing exists; investors should be prepared to hold to maturity.