[424B2] – UBS AG (AMUB, BDCX, BDCZ, CEFD, CEFZ, HDLB, IFED, IWDL, IWFL, IWML, MLPB, MLPR, MTUL, MVRL, PFFL, QULL) (CIK 0001114446)
UBS AG is offering $5,424,000 of Trigger Jump Securities with an auto‑call feature tied to the worst‑performing of the S&P 500 (initial level 6,552.51) and Russell 2000 (initial level 2,394.595), maturing on October 16, 2031.
The notes pay no interest. On any determination date before maturity, if both indices close at or above their initial levels, the notes are automatically redeemed at $1,000 plus a premium that steps up based on ~8.30% per annum. If held to maturity and both indices finish at or above initial, investors receive $1,498.00 per $1,000. If any index finishes below initial but both remain at or above 80% of initial (5,242.01 for the S&P 500; 1,915.676 for the Russell 2000), investors receive $1,000. If any index finishes below its 80% downside threshold, repayment is reduced one‑for‑one with the worst performer and can be zero.
Issue price is $1,000 per note; total fees are 3.50% (3.00% sales, 0.50% structuring), with proceeds to UBS of 96.50%. The estimated initial value is $950.10. The notes are unsecured obligations of UBS AG, will not be listed, and are subject to UBS credit risk.
UBS AG offre 5.424.000 di Trigger Jump Securities con caratteristica di auto‑call legata alle peggiori performance tra S&P 500 (livello iniziale 6.552,51) e Russell 2000 (livello iniziale 2.394,595), con scadenza 16 ottobre 2031.
Le note non pagano interessi. In una qualsiasi data di determinazione prima della scadenza, se entrambe le indici chiudono al di sopra del livello iniziale, le note sono automaticamente rimborsate a 1.000 dollari più un premio che aumenta in base a circa 8,30% annuo. Se portate a scadenza e entrambe le indici terminano al di sopra del livello iniziale, gli investitori ricevono 1.498,00 dollari per ogni 1.000.
Se uno dei due indici termina al di sotto dell’iniziale ma entrambi rimangono almeno all’80% dell’iniziale (5.242,01 per lo S&P 500; 1.915,676 per il Russell 2000), gli investitori ricevono 1.000 dollari. Se qualche indice chiude al di sotto della soglia del 80% dal massimo, il rimborso viene ridotto uno‑a‑uno con il peggior indice e può arrivare a zero.
Il prezzo di emissione è di 1.000 dollari per nota; le commissioni totali sono 3,50% (3,00% vendita, 0,50% strutturazione), con proventi per UBS pari al 96,50%. Il valore iniziale stimato è di 950,10 dollari. Le note sono obbligazioni non garantite di UBS AG, non saranno quotate e sono soggette al rischio di credito UBS.
UBS AG ofrece 5.424.000 de Trigger Jump Securities con una característica de auto‑llamado ligada al peor rendimiento de los S&P 500 (nivel inicial 6.552,51) y del Russell 2000 (nivel inicial 2.394,595), con vencimiento el 16 de octubre de 2031.
Las notas no pagan intereses. En cualquier fecha de determinación antes del vencimiento, si ambos índices cierran en o por encima de sus niveles iniciales, las notas se redimirán automáticamente a 1.000 dólares más una prima que aumenta según aproximadamente 8,30% anual. Si se mantienen hasta el vencimiento y ambos índices terminan por encima del inicial, los inversionistas recibirán 1.498,00 dólares por cada 1.000. Si alguno de los índices termina por debajo del inicial pero ambos se mantienen por encima del 80% del inicial (5.242,01 para el S&P 500; 1.915,676 para el Russell 2000), los inversionistas recibirán 1.000 dólares. Si algún índice termina por debajo de su umbral del 80% de caída, el reembolso se reduce uno a uno con el peor rendimiento y puede ser cero.
El precio de emisión es de 1.000 dólares por nota; las comisiones totales son 3,50% (3,00% ventas, 0,50% estructuración), con ingresos para UBS del 96,50%. El valor inicial estimado es de 950,10 dólares. Las notas son obligaciones no aseguradas de UBS AG, no serán listadas y están sujetas al riesgo de crédito de UBS.
UBS AG가 자동 호출 기능이 있는 Trigger Jump Securities 5,424,000달러를 제공합니다. 해당 보안은 S&P 500의 최악의 실적(초기 수치 6,552.51)와 Russell 2000의 최악의 실적(초기 수치 2,394.595)에 연결되며 만기는 2031년 10월 16일입니다.
쿠폰 이자는 없습니다. 만기 이전의 어떤 결정일에 두 지수가 모두 초기 수치 이상으로 마감되면, 노트는 자동으로 1,000달러에 보정되며 승수는 약 연 8.30%의 프리미엄으로 상승합니다. 만기까지 보유하고 두 지수가 모두 초기 수치 이상으로 끝나면 투자자는 1,000달러당 1,498.00달러를 받습니다. 지표 중 하나가 초기 수치 이하로 끝나더라도 두 지수가 모두 초기의 80%를 상회하면 투자자는 1,000달러를 받습니다(예: S&P 500 5,242.01; Russell 2000 1,915.676). 어떤 지표가 80% 하향 임계치 아래로 끝나면, 최악의 성과와 함께 상환이 1 대 1로 감소하며 0까지 가능할 수 있습니다.
발행 가격은 노당 1,000달러; 총 수수료는 3.50% (3.00% 판매, 0.50% 구조화), UBS의 수익은 96.50%에 해당합니다. 추정 초기 가치는 950.10달러입니다. 이 노트는 UBS AG의 무담보 채무이며 상장되지 않음으로, UBS의 신용 위험에 노출됩니다.
UBS AG propose 5 424 000 de Trigger Jump Securities avec une fonction d’auto‑appel liée à la pire performance des S&P 500 (niveau initial 6 552,51) et du Russell 2000 (niveau initial 2 394,595), arrivant à échéance le 16 octobre 2031.
Les notes ne versent pas d’intérêts. À toute date de détermination avant l’échéance, si les deux indices clôturent au niveau initial ou au‑dessus, les notes sont remboursées automatiquement à 1 000 dollars plus une prime qui augmente d’environ 8,30% par an. Si détenues jusqu’à l’échéance et que les deux indices terminent au‑dessus du niveau initial, les investisseurs recevront 1 498,00 dollars par 1 000. Si l’un des indices termine en dessous de l’initial mais les deux restent au moins à 80% de l’initial (5 242,01 pour le S&P 500 ; 1 915,676 pour le Russell 2000), les investisseurs reçoivent 1 000 dollars. Si l’un des indices termine en dessous de son seuil de 80%, le remboursement est réduit de 1 pour 1 avec le pire performeur et peut être nul.
Le prix d’émission est de 1 000 dollars par note ; les frais totaux sont de 3,50% (3,00% vente, 0,50% structuration), avec des produits pour UBS de 96,50%. La valeur initiale estimée est de 950,10 dollars. Les notes sont des obligations non garanties d’UBS AG, non cotées et exposées au risque de crédit d’UBS.
UBS AG bietet 5.424.000 Trigger Jump Securities mit einer Auto‑Call‑Funktion, die an die schlechteste Entwicklung der S&P 500 (Anfangsniveau 6.552,51) und des Russell 2000 (Anfangsniveau 2.394,595) gebunden ist, mit Fälligkeit am 16. Oktober 2031.
Die Anleihen zahlen keine Zinsen. An jedem Bestimmungstag vor Fälligkeit, wenn beide Indizes auf oder über ihren Anfangsniveaus schließen, erfolgt eine automatische Rückzahlung zu 1.000 Dollar zuzüglich einer Prämie, die ca. 8,30% pro Jahr ansteigt. Hält man bis zur Fälligkeit und beide Indizes enden über dem Anfangswert, erhalten Anleger 1.498,00 Dollar pro 1.000. Wenn einer der Indizes unter den Anfangswert fällt, beide jedoch ≥80% des Anfangsniveaus bleiben (5.242,01 für den S&P 500; 1.915,676 für den Russell 2000), erhalten Anleger 1.000 Dollar. Fällt ein Index unter seine 80%-Schwelle, wird die Rückzahlung eins zu eins mit dem schlechtesten Performer reduziert und kann null sein.
Ausgabepreis ist 1.000 Dollar pro Note; die Gesamtkosten betragen 3,50% (3,00% Verkauf, 0,50% Strukturierung), mit Erlösen für UBS von 96,50%. Der geschätzte Anfangswert beträgt 950,10 Dollar. Die Notes sind ungesicherte Verbindlichkeiten der UBS AG, nicht notiert und dem Kreditrisiko der UBS ausgesetzt.
UBS AG يعرض 5,424,000 من Trigger Jump Securities مع ميزة مكالمة تلقائية مرتبطة بأسوأ أداء بين S&P 500 (المستوى الابتدائي 6,552.51) وRussell 2000 (المستوى الابتدائي 2,394.595)، وتاريخ استحقاقه 16 أكتوبر 2031.
لا تدفع هذه السندات فائدة. في أي تاريخ تحديد قبل الاستحقاق، إذا أغلق المؤشران كلاهما عند أو فوق مستوياتهما الابتدائية، يتم سداد السندات تلقائياً عند 1,000 دولار بالإضافة إلى علاوة تقفز بمعدل حوالي 8.30% سنوياً. إذا احتُفظ بها حتى الاستحقاق وانتهت المؤشرات كلاهما فوق الحد الابتدائي، يتلقى المستثمرون 1,498.00 دولار لكل 1,000. إذا انتهى أي مؤشر دون الابتدائي لكن ظل كلاهما فوق 80% من الابتدائي (5,242.01 لـ S&P 500؛ 1,915.676 لـ Russell 2000)، يتلقّى المستثمرون 1,000 دولار. إذا انتهى أي مؤشر دون عتبة 80%، يتم خفض السداد واحداً مقابل واحد مع الأسوأ أداءً ويمكن أن يصل إلى الصفر.
سعر الإصدار 1,000 دولار لكل ملاحظة؛ الرسوم الإجمالية 3.50% (3.00% للمبيعات، 0.50% للهيكلة)، مع عوائد لـ UBS تبلغ 96.50%. القيمة الأولية المقدّرة هي 950.10 دولار. هذه السندات هي التزامات غير مضمونة لـ UBS AG، ولن تكون مدرجة، وهي خاضعة لمخاطر ائتمانية لـ UBS.
UBS AG 提供金额为 5,424,000 的触发跳跃证券,具备自动敲入条款,挂钩于表现最差的两个指数:S&P 500(初始水平 6,552.51)和 Russell 2000(初始水平 2,394.595),到期日为 2031 年 10 月 16 日。
票息为零。在到期日前的任一确定日,若 两个 指数均收盘在或高于初始水平,证券将自动以 1,000 美元的价格赎回,并附带按约 8.30% 每年 上升的溢价。如果直到到期且两者均在初始之上结束,投资者将获得每 1,000 美元 面值 1,498.00 美元。若任一指数收于初始水平以下,但两者均维持在初始的 80% 以上(S&P 500 为 5,242.01;Russell 2000 为 1,915.676),投资者仍将获得 1,000 美元。若任一指数跌破其 80% 下行阈值,偿付将按与表现最差者一比一地减少,甚至可能为零。
发行价格为每张 1,000 美元;总费用为 3.50%(3.00% 销售,0.50% 结构化),UBS 的募集份额为 96.50%。初始估值为 950.10 美元。本证券为 UBS AG 的无担保债务,不上市,且承受 UBS 的信用风险。
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Insights
Auto-call equity-linked note with 8.30% p.a. target, worst-of risk.
The security links repayment to two indices and uses a worst-of structure: any breach by one index governs outcomes. Early redemption occurs only when both indices meet the call threshold (100% of initial). If held to maturity, full enhanced payoff of
Key trade-offs include no dividends, capped upside via fixed premiums/maturity payment, and downside exposure below the thresholds. The
Watch the published determination dates and the final determination date on
UBS AG offre 5.424.000 di Trigger Jump Securities con caratteristica di auto‑call legata alle peggiori performance tra S&P 500 (livello iniziale 6.552,51) e Russell 2000 (livello iniziale 2.394,595), con scadenza 16 ottobre 2031.
Le note non pagano interessi. In una qualsiasi data di determinazione prima della scadenza, se entrambe le indici chiudono al di sopra del livello iniziale, le note sono automaticamente rimborsate a 1.000 dollari più un premio che aumenta in base a circa 8,30% annuo. Se portate a scadenza e entrambe le indici terminano al di sopra del livello iniziale, gli investitori ricevono 1.498,00 dollari per ogni 1.000.
Se uno dei due indici termina al di sotto dell’iniziale ma entrambi rimangono almeno all’80% dell’iniziale (5.242,01 per lo S&P 500; 1.915,676 per il Russell 2000), gli investitori ricevono 1.000 dollari. Se qualche indice chiude al di sotto della soglia del 80% dal massimo, il rimborso viene ridotto uno‑a‑uno con il peggior indice e può arrivare a zero.
Il prezzo di emissione è di 1.000 dollari per nota; le commissioni totali sono 3,50% (3,00% vendita, 0,50% strutturazione), con proventi per UBS pari al 96,50%. Il valore iniziale stimato è di 950,10 dollari. Le note sono obbligazioni non garantite di UBS AG, non saranno quotate e sono soggette al rischio di credito UBS.
UBS AG ofrece 5.424.000 de Trigger Jump Securities con una característica de auto‑llamado ligada al peor rendimiento de los S&P 500 (nivel inicial 6.552,51) y del Russell 2000 (nivel inicial 2.394,595), con vencimiento el 16 de octubre de 2031.
Las notas no pagan intereses. En cualquier fecha de determinación antes del vencimiento, si ambos índices cierran en o por encima de sus niveles iniciales, las notas se redimirán automáticamente a 1.000 dólares más una prima que aumenta según aproximadamente 8,30% anual. Si se mantienen hasta el vencimiento y ambos índices terminan por encima del inicial, los inversionistas recibirán 1.498,00 dólares por cada 1.000. Si alguno de los índices termina por debajo del inicial pero ambos se mantienen por encima del 80% del inicial (5.242,01 para el S&P 500; 1.915,676 para el Russell 2000), los inversionistas recibirán 1.000 dólares. Si algún índice termina por debajo de su umbral del 80% de caída, el reembolso se reduce uno a uno con el peor rendimiento y puede ser cero.
El precio de emisión es de 1.000 dólares por nota; las comisiones totales son 3,50% (3,00% ventas, 0,50% estructuración), con ingresos para UBS del 96,50%. El valor inicial estimado es de 950,10 dólares. Las notas son obligaciones no aseguradas de UBS AG, no serán listadas y están sujetas al riesgo de crédito de UBS.
UBS AG가 자동 호출 기능이 있는 Trigger Jump Securities 5,424,000달러를 제공합니다. 해당 보안은 S&P 500의 최악의 실적(초기 수치 6,552.51)와 Russell 2000의 최악의 실적(초기 수치 2,394.595)에 연결되며 만기는 2031년 10월 16일입니다.
쿠폰 이자는 없습니다. 만기 이전의 어떤 결정일에 두 지수가 모두 초기 수치 이상으로 마감되면, 노트는 자동으로 1,000달러에 보정되며 승수는 약 연 8.30%의 프리미엄으로 상승합니다. 만기까지 보유하고 두 지수가 모두 초기 수치 이상으로 끝나면 투자자는 1,000달러당 1,498.00달러를 받습니다. 지표 중 하나가 초기 수치 이하로 끝나더라도 두 지수가 모두 초기의 80%를 상회하면 투자자는 1,000달러를 받습니다(예: S&P 500 5,242.01; Russell 2000 1,915.676). 어떤 지표가 80% 하향 임계치 아래로 끝나면, 최악의 성과와 함께 상환이 1 대 1로 감소하며 0까지 가능할 수 있습니다.
발행 가격은 노당 1,000달러; 총 수수료는 3.50% (3.00% 판매, 0.50% 구조화), UBS의 수익은 96.50%에 해당합니다. 추정 초기 가치는 950.10달러입니다. 이 노트는 UBS AG의 무담보 채무이며 상장되지 않음으로, UBS의 신용 위험에 노출됩니다.
UBS AG propose 5 424 000 de Trigger Jump Securities avec une fonction d’auto‑appel liée à la pire performance des S&P 500 (niveau initial 6 552,51) et du Russell 2000 (niveau initial 2 394,595), arrivant à échéance le 16 octobre 2031.
Les notes ne versent pas d’intérêts. À toute date de détermination avant l’échéance, si les deux indices clôturent au niveau initial ou au‑dessus, les notes sont remboursées automatiquement à 1 000 dollars plus une prime qui augmente d’environ 8,30% par an. Si détenues jusqu’à l’échéance et que les deux indices terminent au‑dessus du niveau initial, les investisseurs recevront 1 498,00 dollars par 1 000. Si l’un des indices termine en dessous de l’initial mais les deux restent au moins à 80% de l’initial (5 242,01 pour le S&P 500 ; 1 915,676 pour le Russell 2000), les investisseurs reçoivent 1 000 dollars. Si l’un des indices termine en dessous de son seuil de 80%, le remboursement est réduit de 1 pour 1 avec le pire performeur et peut être nul.
Le prix d’émission est de 1 000 dollars par note ; les frais totaux sont de 3,50% (3,00% vente, 0,50% structuration), avec des produits pour UBS de 96,50%. La valeur initiale estimée est de 950,10 dollars. Les notes sont des obligations non garanties d’UBS AG, non cotées et exposées au risque de crédit d’UBS.
UBS AG bietet 5.424.000 Trigger Jump Securities mit einer Auto‑Call‑Funktion, die an die schlechteste Entwicklung der S&P 500 (Anfangsniveau 6.552,51) und des Russell 2000 (Anfangsniveau 2.394,595) gebunden ist, mit Fälligkeit am 16. Oktober 2031.
Die Anleihen zahlen keine Zinsen. An jedem Bestimmungstag vor Fälligkeit, wenn beide Indizes auf oder über ihren Anfangsniveaus schließen, erfolgt eine automatische Rückzahlung zu 1.000 Dollar zuzüglich einer Prämie, die ca. 8,30% pro Jahr ansteigt. Hält man bis zur Fälligkeit und beide Indizes enden über dem Anfangswert, erhalten Anleger 1.498,00 Dollar pro 1.000. Wenn einer der Indizes unter den Anfangswert fällt, beide jedoch ≥80% des Anfangsniveaus bleiben (5.242,01 für den S&P 500; 1.915,676 für den Russell 2000), erhalten Anleger 1.000 Dollar. Fällt ein Index unter seine 80%-Schwelle, wird die Rückzahlung eins zu eins mit dem schlechtesten Performer reduziert und kann null sein.
Ausgabepreis ist 1.000 Dollar pro Note; die Gesamtkosten betragen 3,50% (3,00% Verkauf, 0,50% Strukturierung), mit Erlösen für UBS von 96,50%. Der geschätzte Anfangswert beträgt 950,10 Dollar. Die Notes sind ungesicherte Verbindlichkeiten der UBS AG, nicht notiert und dem Kreditrisiko der UBS ausgesetzt.
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October 2025 Pricing Supplement Dated October 10, 2025 Registration Statement No. 333-283672 Filed pursuant to Rule 424(b)(2) (To Prospectus dated February 6, 2025, Index Supplement dated February 6, 2025 and Product Supplement dated February 6, 2025) |
Structured Investments
Opportunities in U.S. Equities
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
The Trigger Jump Securities with Auto-Callable Feature (the “securities”) do not guarantee the repayment of principal and do not provide for the regular payment of interest. Instead, if the closing level of each underlying index is equal to or greater than 100% of its respective initial index level, which we refer to as its call threshold level, on any determination date other than the final determination date, the securities will be automatically redeemed for an amount per security equal to (i) the stated principal amount plus (ii) the premium applicable to the related determination date. The premium increases the longer the securities are outstanding. If, however, on any determination date the closing level of any underlying index is less than its call threshold level, the securities will not be subject to an early redemption. If the securities have not previously been redeemed and the final index level of each underlying index is equal to or greater than 100% of its respective initial index level, which we refer to as its maturity redemption threshold level, UBS will pay you a cash payment at maturity per security corresponding to a return of approximately 8.30% per annum, or $1,498.00. If the securities have not previously been redeemed and the final index level of any underlying index is less than its respective maturity redemption threshold level but the final index level of each underlying index is equal to or greater than 80% of its respective initial index level, which we refer to as its downside threshold level, UBS will pay you a cash payment per security equal to the stated principal amount. If, however, the securities have not previously been redeemed and the final index level of any underlying index is less than its respective downside threshold level, UBS will pay you a cash payment per security that will be less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying return of the underlying index with the lowest underlying return as compared to the other underlying indices (the “worst performing underlying index”) over the term of the securities and, in extreme situations, you could lose all of your initial investment. Accordingly, the securities do not guarantee any return of principal at maturity. Investors will not participate in any appreciation of the underlying indices. Because all payments on the securities are based on the worst performing underlying index, a decline on the final determination date beyond the respective downside threshold level of any underlying index will result in a loss of a significant portion and, in extreme situations, all of your initial investment, even if any other underlying index appreciates or has not declined as much. These securities are for investors who are willing to risk their initial investment and seek an opportunity to earn a return at a potentially above-market rate in exchange for forgoing any current income and the risk of losing a significant portion and, in extreme situations, all of their initial investment at maturity. The securities are unsubordinated, unsecured debt obligations issued by UBS AG, and all payments on the securities are subject to the credit risk of UBS AG.
SUMMARY TERMS |
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Issuer: |
UBS AG London Branch |
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Underlying indices: |
Russell 2000® Index (Bloomberg Ticker: “RTY”) S&P 500® Index (Bloomberg Ticker: “SPX”) |
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Aggregate principal amount: |
$5,424,000 |
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Stated principal amount: |
$1,000.00 per security |
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Issue price: |
$1,000.00 per security (see “Commissions and issue price” below) |
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Pricing date: |
October 10, 2025 |
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Original issue date: |
October 16, 2025 (3 DTC settlement days after the pricing date). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one DTC settlement day (T+1), unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities in the secondary market on any date prior to one DTC settlement day before delivery of the securities will be required, by virtue of the fact that each security initially will settle in three DTC settlement days (T+3), to specify alternative settlement arrangements to prevent a failed settlement of the secondary market trade. |
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Maturity date: |
October 16, 2031, subject to postponement for certain market disruption events and as described under “General Terms of the Securities — Market Disruption Events” and “— Payment Dates — Maturity Date” in the accompanying product supplement. |
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Early redemption: |
If, on any determination date other than the final determination date, the closing level of each underlying index is equal to or greater than its respective call threshold level, the securities will be automatically redeemed for an early redemption amount on the first call payment date immediately following the related determination date. |
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Early redemption amount: |
The early redemption amount will be an amount equal to (i) the stated principal amount plus (ii) the premium applicable to the related determination date. |
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Determination dates; premiums: |
The premium applicable to each determination date are based on a return of approximately 8.30% per annum and shall be as follows: |
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Determination dates |
Premium (per security) |
Determination dates |
Premium (per security) |
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October 19, 2026 |
$83.00 |
April 10, 2029 |
$290.50 |
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January 11, 2027 |
$103.75 |
July 10, 2029 |
$311.25 |
||||
|
April 12, 2027 |
$124.50 |
October 10, 2029 |
$332.00 |
||||
|
July 12, 2027 |
$145.25 |
January 10, 2030 |
$352.75 |
||||
|
October 11, 2027 |
$166.00 |
April 10, 2030 |
$373.50 |
||||
|
January 10, 2028 |
$186.75 |
July 10, 2030 |
$394.25 |
||||
|
April 10, 2028 |
$207.50 |
October 10, 2030 |
$415.00 |
||||
|
July 10, 2028 |
$228.25 |
January 10, 2031 |
$435.75 |
||||
|
October 10, 2028 |
$249.00 |
April 10, 2031 |
$456.50 |
||||
|
January 10, 2029 |
$269.75 |
July 10, 2031 |
$477.25 |
||||
|
|
|
October 10, 2031 (the “Final Determination Date”) |
Maturity Redemption Payment |
||||
|
Each determination date is subject to postponement for non-trading days and certain market disruption events (as described under “General Terms of the Securities — Valuation Dates”, “— Final Valuation Date” and “— Market Disruption Events” in the accompanying product supplement). |
|||||||
Call payment dates: |
October 22, 2026, January 14, 2027, April 15, 2027, July 15, 2027, October 14, 2027, January 13, 2028, April 13, 2028, July 13, 2028, October 13, 2028, January 16, 2029, April 13, 2029, July 13, 2029, October 15, 2029, January 15, 2030, April 15, 2030, July 15, 2030, October 16, 2030, January 15, 2031, April 16, 2031 and July 15, 2031, subject to postponement for non-business days and as described under “General Terms of the Securities — Payment Dates” and “— Maturity Date” in the accompanying product supplement. |
|||||||
Payment at maturity: |
●If the securities have not previously been redeemed and the final index level of each underlying index is equal to or greater than its respective maturity redemption threshold level: |
the maturity redemption payment |
||||||
●If the securities have not previously been redeemed and the final index level of any underlying index is less than its respective maturity redemption threshold level but the final index level of each underlying index is equal to or greater than its respective downside threshold level: |
the stated principal amount |
|||||||
●If the securities have not previously been redeemed and the final index level of any underlying index is less than its respective downside threshold level: |
(i) the stated principal amount plus (ii) the stated principal amount times the underlying return of the worst performing underlying index. |
|||||||
If the securities have not previously been redeemed and the final index level of any underlying index is less than its respective downside threshold level, investors will lose a significant portion and, in extreme situations, all of their initial investment regardless of the performance of any other underlying index. |
||||||||
Maturity redemption payment: |
$1,498.00, which corresponds to a return of approximately 8.30% per annum |
|||||||
Underlying return: |
The quotient, expressed as a percentage of the following formula: (final index level − initial index level) / initial index level |
|||||||
Initial index level: |
2,394.595, which is the closing level of the Russell 2000® Index on the pricing date 6,552.51, which is the closing level of the S&P 500® Index on the pricing date |
|||||||
Worst performing underlying index: |
The underlying index with the lowest underlying return as compared to any other underlying index |
|||||||
Call threshold level: |
2,394.595, which is equal to 100% of the initial index level of the Russell 2000® Index 6,552.51, which is equal to 100% of the initial index level of the S&P 500® Index |
|||||||
Maturity redemption threshold level: |
2,394.595, which is equal to 100% of the initial index level of the Russell 2000® Index 6,552.51, which is equal to 100% of the initial index level of the S&P 500® Index |
|||||||
Downside threshold level: |
1,915.676, which is equal to 80% of the initial index level of the Russell 2000® Index 5,242.01, which is equal to 80% of the initial index level of the S&P 500® Index |
|||||||
Final index level: |
The closing level of each underlying index on the final determination date |
|||||||
CUSIP / ISIN: |
90309K6D1 / US90309K6D13 |
|||||||
Listing: |
The securities will not be listed or displayed on any securities exchange or any electronic communications network. |
|||||||
Calculation agent: |
UBS Securities LLC |
|
|
|
||||
Commissions and issue price: |
|
Price to Public(1) |
Fees and Commissions(1) |
Proceeds to Issuer |
||||
Per security |
|
100.00% |
3.00%(a) + 0.50%(b) 3.50% |
96.50% |
||||
Total |
|
$5,424,000.00 |
$189,840.00 |
$5,234,160.00 |
(1) UBS Securities LLC has agreed to purchase from UBS AG the securities at the price to public less a fee of $35.00 per $1,000.00 stated principal amount of securities. UBS Securities LLC has agreed to resell all of the securities to Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”) at an underwriting discount, which reflects:
(a) a fixed sales commission of $30.00 per $1,000.00 stated principal amount of securities that Morgan Stanley Wealth Management sells and
(b) a fixed structuring fee of $5.00 per $1,000.00 stated principal amount of securities that Morgan Stanley Wealth Management sells,
each payable to Morgan Stanley Wealth Management. See “Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any)”.
The estimated initial value of the securities as of the pricing date is $950.10. The estimated initial value of the securities was determined as of the close of the relevant markets on the date hereof by reference to UBS’ internal pricing models, inclusive of the internal funding rate. For more information about secondary market offers and the estimated initial value of the securities, see “Risk Factors — Estimated Value Considerations” and “— Risks Relating to Liquidity and Secondary Market Price Considerations” beginning on page 13 of this document.
The securities involve risks not associated with an investment in ordinary debt securities. See “Risk Factors” beginning on page 11.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this document, the accompanying product supplement, the index supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
You should read this document together with the accompanying product supplement, index supplement and the accompanying prospectus, each of which can be accessed via the hyperlinks below, before you decide to invest.
Product supplement dated February 6, 2025 Index supplement dated February 6, 2025 Prospectus dated February 6, 2025
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Additional Information About UBS and the Securities
UBS AG (“UBS”) has filed a registration statement (including a prospectus as supplemented by a product supplement and an index supplement) with the Securities and Exchange Commission (the “SEC”) for the securities to which this document relates. You should read these documents and any other documents relating to this offering that UBS has filed with the SEC for more complete information about UBS and this offering. You may obtain these documents for free from the SEC website at www.sec.gov. Our Central Index Key, or CIK, on the SEC web site is 0001114446.
You may access these documents on the SEC website at www.sec.gov as follows:
Prospectus dated February 6, 2025: http://www.sec.gov/Archives/edgar/data/1114446/000119312525021845/d936490d424b3.htm |
Index Supplement dated February 6, 2025: http://www.sec.gov/Archives/edgar/data/1114446/000183988225007688/ubs_424b2-03745.htm |
Product Supplement dated February 6, 2025: http://www.sec.gov/Archives/edgar/data/1114446/000183988225007685/ubs_424b2-03670.htm |
References to “UBS”, “we”, “our” and “us” refer only to UBS AG and not to its consolidated subsidiaries. In this document, the “securities” refer to the Trigger Jump Securities with Auto-Callable Feature that are offered hereby. Also, references to the “accompanying prospectus” mean the UBS prospectus titled “Debt Securities and Warrants”, dated February 6, 2025, references to the “accompanying index supplement” mean the UBS index supplement, dated February 6, 2025 and references to the “accompanying product supplement” mean the UBS product supplement titled “Market-Linked Securities Product Supplement”, dated February 6, 2025.
You should rely only on the information incorporated by reference or provided in this document, the accompanying product supplement, index supplement or the accompanying prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this document, the accompanying product supplement, the index supplement or the accompanying prospectus is accurate as of any date other than the date on the front of the document.
UBS reserves the right to change the terms of, or reject any offer to purchase, the securities prior to their issuance. In the event of any changes to the terms of the securities, UBS will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case UBS may reject your offer to purchase.
In the event of any discrepancies between this document, the accompanying product supplement, the accompanying index supplement and the accompanying prospectus, the following hierarchy will govern: first, this document; second, the accompanying product supplement; third the index supplement; and finally, the accompanying prospectus.
October 2025 | Page 2 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Investment Summary
The Trigger Jump Securities with Auto-Callable Feature due October 16, 2031 based on the worst performing index of the Russell 2000® Index and the S&P 500® Index, which we refer to as the securities, do not guarantee the repayment of principal and do not provide for the regular payment of interest. Instead, if the closing level of each underlying index is equal to or greater than 100% of its respective initial index level, which we refer to as its call threshold level, on any determination date other than the final determination date, the securities will be automatically redeemed for an early redemption amount per security equal to (i) the stated principal amount plus (ii) the premium applicable to the related determination date. The premium increases the longer the securities are outstanding and is based on a return of approximately 8.30% per annum of the stated principal amount. If the securities have not previously been redeemed and the final index level of each underlying index is equal to or greater than 100% of its respective initial index level, which we refer to as its maturity redemption threshold level, the payment due at maturity will be the maturity redemption payment, which is an amount in cash per stated principal amount corresponding to a return of approximately 8.30% per annum, or $1,498.00. If the securities have not previously been redeemed and the final index level of any underlying index is less than its respective maturity redemption threshold level but the final index level of each underlying index is equal to or greater than 80% of its respective initial index level, which we refer to as its downside threshold level, the payment due at maturity will be the stated principal amount. If, however, the securities are not redeemed prior to maturity and the final index level of any underlying index is less than its respective downside threshold level, the payment due at maturity will be a cash payment that is less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying return of the worst performing underlying index, for an amount equal to (i) the stated principal amount plus (ii) the stated principal amount times the underlying return of the worst performing underlying index. The value of such cash payment will be less than 80% of the stated principal amount of the securities and could be zero. Investors in the securities must be willing to accept the risk of losing a significant portion and, in extreme situations, all of their initial investment. In addition, investors will not participate in any appreciation of the underlying indices.
October 2025 | Page 3 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Key Investment Rationale
The securities offer the opportunity for investors to receive a premium that increases the longer the securities are outstanding and based on a return of approximately 8.30% per annum of the stated principal amount if the closing level of each underlying index is equal to or greater than its respective call threshold level on any on any determination date other than the final determination date. If the closing level of each underlying index is equal to or greater than its respective call threshold level on any determination date other than the final determination date, the securities will be redeemed prior to maturity for an early redemption amount equal to (i) the stated principal amount per security plus (ii) the premium applicable to the related determination date. If the securities have not previously been redeemed and the final index level of each underlying index is equal to or greater than its respective maturity redemption threshold level, UBS will pay you a cash payment at maturity per security corresponding to a return of approximately 8.30% per annum, or $1,498.00. If the securities have not previously been redeemed and the final index level of any underlying index is less than its respective maturity redemption threshold level but the final index level of each underlying index is equal to or greater than its respective downside threshold level, UBS will pay you a cash payment per security equal to the stated principal amount. If, however, the securities have not previously been redeemed and the final index level of any underlying index is less than its respective downside threshold level, UBS will pay you a cash payment per security that will be less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the worst performing underlying index over the term of the securities. The payment at maturity will vary depending on the final index levels, as follows:
Scenario 1 |
On any determination date other than the final determination date, the closing level of each underlying index is equal to or greater than its respective call threshold level. ■The securities will be automatically redeemed for an early redemption amount equal to (i) the stated principal amount plus (ii) the premium applicable to the related determination date. The premium increases the longer the securities are outstanding. ■Investors will not participate in any appreciation of the underlying indices from their respective initial index levels. |
Scenario 2 |
The securities are not automatically redeemed prior to maturity and the final index level of each underlying index is equal to or greater than its respective maturity redemption threshold level. ■The payment due at maturity will be the maturity redemption payment, which is an amount in cash per stated principal amount corresponding to a return of approximately 8.30% per annum, or $1,498.00. ■Investors will not participate in any appreciation of the underlying indices from their respective initial index levels. |
Scenario 3 |
The securities are not automatically redeemed prior to maturity and the final index level of any underlying index is less than its respective maturity redemption threshold level but the final index level of each underlying index is equal to or greater than its respective downside threshold level. ■The payment due at maturity will be the stated principal amount. ■Investors will not receive the maturity redemption payment. |
Scenario 4 |
The securities are not automatically redeemed prior to maturity and the final index level of any underlying index is less than its respective downside threshold level. ■The payment due at maturity will be a cash payment that is less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying return of the worst performing underlying index, for an amount equal to (i) the stated principal amount plus (ii) the stated principal amount times the underlying return of the worst performing underlying index. ■Investors will lose a significant portion and, in extreme situations, all of their initial investment in this scenario. |
Investing in the securities involves significant risks. You may lose a significant portion and, in extreme situations, all of your initial investment. Any payment on the securities, including payments in respect of an early redemption or any repayment of principal provided at maturity, is dependent on the ability of UBS to satisfy its obligations when they come due. If UBS is unable to meet its obligations, you may not receive any amounts due to you under the securities and you could lose all of your initial investment.
The securities will not pay a premium or the maturity redemption payment, as applicable, if the closing level of any underlying index is less than its respective call threshold level on any determination date. The securities will not be subject to an early redemption if the closing level of any underlying index is less than its respective call threshold level on any determination date other than the final determination date. If the securities are not redeemed prior to the final determination date and the final index level of any underlying index is less than its downside threshold level, you will lose a significant portion and, in extreme situations, all of your initial investment at maturity.
October 2025 | Page 4 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Investor Suitability
The securities may be suitable for you if:
■You fully understand the risks of an investment in the securities, including the risk of loss of all of your initial investment.
■You can tolerate a loss of a significant portion or all of your initial investment and are willing to make an investment that may have the same downside market risk as a hypothetical direct investment in the worst performing underlying index or the stocks comprising such underlying index.
■You understand and accept that an investment in the securities is linked to the worst performing underlying index and not to a basket of the underlying indices and that you will be exposed to the market risk of each underlying index on each determination date.
■You believe that the closing level of each underlying index will be equal to or greater than its respective call threshold level on a determination date other than the final determination date, or if the securities are not automatically redeemed prior to maturity, that the final index level of each underlying index will be equal to or greater than its respective maturity redemption threshold level.
■You understand and are willing to accept that the risks of each underlying index are not mitigated by the performance of any other underlying index and you accept the risks of investing in securities with a return based on the worst performing underlying index.
■You understand and accept that you will not participate in any appreciation in the level of any underlying index and that any potential positive return is limited to the return reflected by the premium or the maturity redemption payment, as applicable.
■You can tolerate fluctuations in the price of the securities prior to maturity that may be similar to or exceed the downside level fluctuations of the underlying indices.
■You are willing to invest in the securities based on the call threshold levels, maturity redemption threshold levels, downside threshold levels and the premiums and the maturity redemption amount specified on the cover hereof.
■You are willing to forgo any dividends paid on the stocks comprising the underlying indices (the “index constituent stocks”) and you do not seek guaranteed current income from this investment.
■You are willing to invest in securities that may be redeemed prior to the maturity date, you are otherwise willing to hold such securities to maturity, a term of approximately 6 years, and you accept that there may be little or no secondary market for the securities.
■You understand and are willing to accept the risks associated with the underlying indices.
■You are willing to assume the credit risk of UBS for all payments under the securities, and you understand that if UBS defaults on its obligations you may not receive any amounts due to you including any repayment of principal.
■You understand that the estimated initial value of the securities determined by our internal pricing models is lower than the issue price and that, should UBS Securities LLC or any affiliate make secondary markets for the securities, the price (not including their customary bid-ask spreads) will temporarily exceed the internal pricing model price.
The securities may not be suitable for you if:
■You do not fully understand the risks of an investment in the securities, including the risk of loss of all of your initial investment.
■You require an investment designed to provide a full return of principal at maturity.
■You cannot tolerate a loss of a significant portion or all of your initial investment, or you are not willing to make an investment that may have the same downside market risk as a hypothetical direct investment in the worst performing underlying index or its index constituent stocks.
■You do not understand or cannot accept that an investment in the securities is linked to the worst performing underlying index and not a basket of the underlying indices and that you will be exposed to the market risk of each underlying index on each determination date.
■You believe that the closing level of any underlying index will decline during the term of the securities and is likely to be less than its respective call threshold level on each determination date other than the final determination date and less than its respective maturity redemption threshold level on the final determination date.
■You do not understand or cannot accept that the risks of each underlying index are not mitigated by the performance of any other underlying index, or you cannot accept the risks of investing in securities with a return based on the worst performing underlying index.
■You seek an investment that participates in the full appreciation in the levels of the underlying indices or that has unlimited return potential.
■You cannot tolerate fluctuations in the price of the securities prior to maturity that may be similar to or exceed the downside fluctuations of the underlying indices.
■You are unwilling to invest in the securities based on the call threshold levels, maturity redemption threshold levels, downside threshold levels, the premiums or the maturity redemption amount specified on the cover hereof.
■You prefer to receive the dividends paid on the index constituent stocks or you seek guaranteed current income from this investment.
■You are unable or unwilling to hold securities that may be redeemed prior to the maturity date, or you are otherwise unable or unwilling to hold such securities to maturity, a term of approximately 6 years, or you seek an investment for which there will be an active secondary market.
■You do not understand and are not willing to accept the risks associated with the underlying indices.
■You are not willing to assume the credit risk of UBS for all payments under the securities, including any repayment of principal.
October 2025 | Page 5 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
How the Securities Work
The following diagrams illustrate the potential outcomes for the securities depending on (1) the closing levels and (2) the final index levels.
Diagram #1: Determination Dates Other Than the Final Determination Date
Diagram #2: Payment at Maturity if No Automatic Early Redemption Occurs
For more information about the payout upon an early redemption or at maturity in different hypothetical scenarios,
see “Hypothetical Examples” beginning on the following page.
October 2025 | Page 6 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Hypothetical Examples
The below examples are based on the following terms and are purely hypothetical (the actual terms of your security are specified on the cover hereof):
Hypothetical Initial Index Level: Underlying Index A: Underlying Index B:
|
100 100
|
Hypothetical Call Threshold Level: Underlying Index A: Underlying Index B:
|
100, which is 100% of its initial index level 100, which is 100% of its initial index level
|
Hypothetical Maturity Redemption Threshold Level: Underlying Index A: Underlying Index B:
|
100, which is 100% of its initial index level 100, which is 100% of its initial index level
|
Hypothetical Downside Threshold Level: Underlying Index A: Underlying Index B:
|
80, which is 80% of its initial index level 80, which is 80% of its initial index level
|
Hypothetical Premium: |
|
1st Determination Date: |
$83.00 |
2nd Determination Date: |
$103.75 |
3rd Determination Date: |
$124.50 |
4th Determination Date: |
$145.25 |
5th Determination Date: |
$166.00 |
6th Determination Date: |
$186.75 |
7th Determination Date: |
$207.50 |
8th Determination Date: |
$228.25 |
9th Determination Date: |
$249.00 |
10th Determination Date: |
$269.75 |
11th Determination Date: |
$290.50 |
12th Determination Date: |
$311.25 |
13th Determination Date: |
$332.00 |
14th Determination Date: |
$352.75 |
15th Determination Date: |
$373.50 |
16th Determination Date: |
$394.25 |
17th Determination Date: |
$415.00 |
18th Determination Date: |
$435.75 |
19th Determination Date: |
$456.50 |
20th Determination Date: |
$477.25 |
Maturity Redemption Payment: |
$1,498.00 per security (equivalent to 8.30% per annum of the stated principal amount) |
Stated Principal Amount: |
$1,000.00 per security |
October 2025 | Page 7 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
In Example 1 and 2, the closing levels of the underlying indices fluctuate over the term of the securities and the closing level of each underlying index is equal to or greater than its respective hypothetical call threshold level on a determination date prior to the final determination date and, consequently, the securities are automatically redeemed on the related call payment date. In Examples 3, 4 and 5, the closing level of at least one underlying index on each of the determination dates prior to the final determination date is less than its respective call threshold level, and, consequently, the securities are not automatically redeemed prior to, and remain outstanding until, maturity.
Example 1 |
Example 2 |
||||||||
Determination Dates |
Hypothetical Closing Level Underlying Index A |
Hypothetical Closing Level Underlying Index B |
Premium |
Early Redemption Amount |
Hypothetical Closing Level Underlying Index A |
Hypothetical Closing Level Underlying Index B |
Premium |
Early Redemption Amount |
|
#1 |
125 (at or above call threshold level) |
115 (at or above call threshold level) |
$83.00 |
$1,083.00* |
110 |
75 (below call threshold level) |
N/A |
N/A |
|
#2 |
N/A |
N/A |
N/A |
N/A |
75 |
110 (at or above call threshold level) |
N/A |
N/A |
|
#3 |
N/A |
N/A |
N/A |
N/A |
110 |
125 (at or above call threshold level) |
$124.50 |
$1,124.50* |
|
#4 - #20 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
Final Determination Date |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
Payment at Maturity |
N/A |
N/A |
* The early redemption amount includes the premium with respect to the determination date on which the closing level for each underlying index is equal to or greater than its respective call threshold level and the securities are redeemed as a result.
■In Example 1, the securities are automatically redeemed following the first determination date as the closing level of each underlying index on such determination date is equal to or greater than its respective call threshold level. Because the closing levels of all of the underlying indices on such determination date are equal to or greater than their respective call threshold levels, the securities are automatically redeemed early. On the corresponding call payment date, you receive an early redemption amount, calculated as follows:
Stated Principal Amount + Premium Applicable to Determination Date = $1,000.00 + $83.00 = $1,083.00
In this example, the early redemption feature limits the term of your investment to approximately 12 months and you may not be able to reinvest at comparable terms or returns. If the securities are redeemed early, you will not receive any further payments. Your total return per security in this example is $1,083.00 (a total return of 8.30% on the securities).
■In Example 2, the securities are automatically redeemed following the third determination date as the closing level of each underlying index on such determination date is equal to or greater than its respective call threshold level. Because the closing levels of all of the underlying indices on such determination date are equal to or greater than their respective call threshold levels, the securities are automatically redeemed early. On the corresponding call payment date, you receive an early redemption amount, calculated as follows:
Stated Principal Amount + Premium Applicable to Determination Date = $1,000.00 + $124.50 = $1,124.50
In this example, the early redemption feature limits the term of your investment to approximately 18 months and you may not be able to reinvest at comparable terms or returns. If the securities are redeemed early, you will not receive any further payments. Your total return per security in this example is $1,124.50 (a total return of 12.45% on the securities).
October 2025 | Page 8 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Examples 3 and 4 illustrate the payment at maturity per security based on the final index level of the worst performing underlying index.
Example 3 |
Example 4 |
|||||||
Determination Dates |
Hypothetical Closing Level Underlying Index A |
Hypothetical Closing Level Underlying Index B |
Premium |
Early Redemption Amount |
Hypothetical Closing Level Underlying Index A |
Hypothetical Closing Level Underlying Index B |
Premium |
Early Redemption Amount |
#1 |
90 (below call threshold level) |
87 (below call threshold level) |
N/A |
N/A |
70 |
80 (below call threshold level) |
N/A |
N/A |
#2 |
70 (below call threshold level) |
85 (below call threshold level) |
N/A |
N/A |
90 |
85 (below call threshold level) |
N/A |
N/A |
#3 |
75 (below call threshold level) |
110 (at or above call threshold level) |
N/A |
N/A |
88 (below call threshold level) |
110 (at or above call threshold level) |
N/A |
N/A |
#4 - #20 |
Various (all below call threshold level) |
Various (all at or above call threshold level) |
N/A |
N/A |
Various (all at or above call threshold level) |
Various (all below call threshold level) |
N/A |
N/A |
Final Determination Date |
110 (at or above maturity redemption threshold level) |
115 (at or above maturity redemption threshold level) |
N/A |
N/A |
90 |
115 (at or above maturity redemption threshold level and downside threshold level) |
N/A |
N/A |
Payment at Maturity |
$1,498.00* |
$1,000.00 |
* The maturity redemption amount, if any, will be paid at maturity.
■In Example 3, on each determination date prior to the final determination date, the closing level of at least one of the underlying indices is less than its respective call threshold level. As a result, the securities are not redeemed and you do not receive any premium or early redemption amount. Because the closing level of each underlying index is equal to or greater than its maturity redemption threshold level on the final determination date, at maturity, you receive the maturity redemption amount of $1,498.00.
In this example, you receive the maturity redemption amount, equal to a total payment of $1,498.00 per security at maturity. Your total return per security in this example is $1,498.00 (a total return of 49.80% on the securities).
■In Example 4, on each determination date prior to the final determination date, the closing level of at least one of the underlying indices is less than its respective call threshold level. As a result, the securities are not redeemed and you do not receive any premium or early redemption amount. Because the closing level of at least one underlying index is less than its respective maturity redemption threshold level but the final index level of each underlying index is equal to or greater than its respective downside threshold level, at maturity, you receive the stated principal amount of $1,000.00.
In this example, you receive the stated principal amount per security of $1,000.00 per security at maturity. Your total return per security in this example is $1,000.00 (a total return of 0.00% on the securities).
October 2025 | Page 9 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Example 5 |
|||||
Determination Dates |
Hypothetical Closing Level Underlying Index A |
Hypothetical Closing Level Underlying Index B |
Premium |
Early Redemption Amount |
|
#1 |
90 |
82 (below call threshold level) |
N/A |
N/A |
|
#2 |
84 |
96 (below call threshold level) |
N/A |
N/A |
|
#3 |
92 (below call threshold level) |
112 (at or above call threshold level) |
N/A |
N/A |
|
#4 - #20 |
Various (all at or above call threshold level) |
Various (all below call threshold level) |
N/A |
N/A |
|
Final Determination Date |
40 |
94 |
N/A |
N/A |
|
Payment at Maturity |
$400.00 |
In Example 5, on each of the determination dates prior to the final determination date, the closing level of at least one underlying index is less than its respective call threshold level. As a result, the securities are not redeemed and you do not receive any premium or early redemption amount. Furthermore, because the final index level of at least one underlying index is less than its respective downside threshold level, you are fully exposed to the decline in the worst performing underlying index. Your payment at maturity is calculated as follows:
$1,000.00 + ($1,000.00 × Underlying Return of the Worst Performing Underlying Index)
= $1,000.00 + ($1,000.00 × -60.00%)
= $400.00
In this example, because the final index level of the worst performing underlying index represents a 60.00% decline, you will receive a total cash payment per security at maturity equal to $400.00 (a loss of 60.00% on the securities).
We make no representation or warranty as to which of the underlying indices will be the worst performing underlying index for the purposes of calculating your actual payment at maturity.
Investing in the securities involves significant risks. The securities differ from ordinary debt securities in that UBS is not necessarily obligated to repay the full amount of your initial investment. If the securities are not redeemed prior to the final determination date and the final index level of any underlying index is less than its downside threshold level, you will lose a significant portion and, in extreme situations, all of your initial investment. Specifically, if the securities are not redeemed prior to maturity and the final index level of any underlying index is less than its respective downside threshold level, UBS will pay you a cash payment per security that will be less than the stated principal amount, if anything, resulting in a percentage loss that is equal to the underlying return of the worst performing underlying index over the term of the securities.
The securities will not pay a premium or the maturity redemption payment, as applicable, if the closing level of any underlying index is less than its respective call threshold level on any determination date. The securities will not be subject to an early redemption if the closing level of any underlying index is less than its respective call threshold level on any determination date other than the final determination date.
You will be exposed to the market risk of each underlying index on each determination date (including the final determination date) and any decline in the level of one underlying index may negatively affect your return and will not be offset or mitigated by a lesser decline or any potential increase in the level of any other underlying index. Any payment to be made on the securities, including any repayment of principal, depends on the ability of UBS to satisfy its obligations as they come due. If UBS were to default on its obligations you may not receive any amounts owed to you under the securities and you could lose all of your initial investment.
October 2025 | Page 10 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Risk Factors
The following is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying product supplement. We urge you to consult your investment, legal, tax, accounting and other advisors concerning an investment in the securities.
Risks Relating to Return Characteristics
■Risk of loss at maturity. The securities differ from ordinary debt securities in that UBS will not necessarily repay the stated principal amount of the securities at maturity. If the securities are not redeemed prior to maturity, UBS will repay you the stated principal amount of your securities in cash only if the final index level of each underlying index is equal to or greater than its respective downside threshold level and will only make such payment at maturity. If the securities are not redeemed prior to maturity and the final index level of any underlying index is less than its respective downside threshold level, you will lose a significant percentage or all of your principal amount equal to the underlying return of the worst performing underlying index.
■Contingent repayment of stated principal amount only at maturity. If your securities are not redeemed prior to maturity, you should be willing to hold your securities to maturity. If you are able to sell your securities prior to maturity in the secondary market, you may have to sell them at a loss relative to your initial investment even if the then-current level of each underlying index is equal to or greater than its respective call threshold level.
■No interest payments. UBS will not pay any interest with respect to the securities.
■Higher premiums and a higher maturity redemption amount are generally associated with a greater risk of loss. Greater expected volatility with respect to, and lower expected correlation among, the underlying indices generally reflects a higher expectation as of the pricing date that the closing level of any of the underlying indices could be less than its respective call threshold level on any determination date other than the final determination date and/or its respective maturity redemption threshold level and/or downside threshold level on the final determination date. “Volatility” refers to the frequency and magnitude of changes in the level of an underlying index. This greater expected risk will generally be reflected in higher premiums and a higher maturity redemption amount for that security. However, while the premiums and the maturity redemption amount are set on the pricing date based, in part, on the correlations of the underlying indices and each underlying index’s volatility calculated using our internal models, an underlying index’s volatility, and the correlation of the underlying indices, can change significantly over the term of the securities. The level of any underlying index for your securities could fall sharply, which could result in the loss of a significant portion or all of your initial investment.
■Reinvestment risk. The securities will be redeemed prior to maturity if the closing level of each underlying index is equal to or greater than its respective call threshold level on any determination date prior to the final determination date and you will not receive any more premiums after the related call payment date. Conversely, the securities will not be subject to an early redemption when the closing level of any one of the underlying indices is less than its call threshold level on any determination date prior to the final determination date, which generally coincides with a period of greater risk of principal loss on your securities. The securities could be redeemed as early as the first call payment date. In the event that the securities are redeemed prior to maturity, there is no guarantee that you will be able to reinvest the proceeds from an investment in the securities at a comparable rate of return for a similar level of risk. In addition, to the extent you are able to reinvest such proceeds in an investment comparable to the securities, you will incur transaction costs and the original issue price for such an investment is likely to include certain built‑in costs such as dealer discounts and hedging costs.
■Your potential return on the securities is limited to any premium or the return reflected by the maturity redemption amount and you will not participate in any appreciation of any underlying index. The return potential of the securities is limited to the pre-specified premiums or the maturity redemption amount, regardless of the appreciation of the underlying indices. Because the premium increases the longer the securities have been outstanding, the premium payable with respect to earlier determination dates is less than the premium payable with respect to later determination dates. If the securities are not redeemed prior to maturity and the final index level of any underlying index is less than its maturity redemption threshold level, you will not receive a positive return on your investment and, if also less than its downside threshold level, you will be subject to the decrease in the level of the worst performing underlying index even though you cannot participate in any appreciation in the levels of the underlying indices. As a result, the return on an investment in the securities could be less than the return on a direct investment in any or all of the index constituent stocks.
October 2025 | Page 11 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
■Because the securities are linked to the performance of more than one underlying index, there is an increased probability that you will not receive a premium on a determination date or the maturity redemption amount on the maturity date and that you will lose a significant portion or all of your initial investment. The risk that you will not receive a premium or the maturity redemption amount and that you will lose a significant portion or all of your initial investment in the securities is greater if you invest in the securities as opposed to securities that are linked to the performance of a single underlying index or fewer underlying indices if their terms are otherwise substantially similar. With a greater total number of underlying indices, it is more likely that the closing level or the final index level, as applicable, of any underlying index will be less than its call threshold level, maturity redemption threshold level and/or downside threshold level. Therefore, it is more likely that you will receive an amount in cash which is worth less than your stated principal amount on the maturity date. In addition, if the performances of the underlying indices are not correlated to each other, the risk that the closing level or the final index level, as applicable, of any underlying index is less than its respective call threshold level, maturity redemption threshold level or downside threshold level is even greater.
Risks Relating to Characteristics of the Underlying Indices
■Market risk. The return on the securities, which may be negative, is linked to the performance of each underlying index and indirectly linked to the value of the index constituent stocks. The level of each underlying index can rise or fall sharply due to factors specific to such underlying index or its index constituent stocks, such as stock or commodity price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market or commodity market volatility and levels, interest rates and economic and political conditions. You, as an investor in the securities, should make your own investigation into the index constituent stock issuers and the underlying indices.
■You are exposed to the market risk of each underlying index. Your return on the securities is not linked to a basket consisting of the underlying indices. Rather, it will be contingent upon the performance of each underlying index. Unlike an instrument with a return linked to a basket of indices, common stocks or other underlying assets, in which risk is mitigated and diversified among all of the components of the basket, you will be exposed equally to the risks related to each underlying index. Poor performance by any one underlying index may negatively affect your return and will not be offset or mitigated by the performance of any other underlying index. Accordingly, your investment is subject to the market risk of each underlying index.
■There can be no assurance that the investment view implicit in the securities will be successful. It is impossible to predict whether and the extent to which the levels of the underlying indices will rise or fall and there can be no assurance that the closing level of each underlying index will be equal to or greater than its call threshold level on any determination date prior to the final determination date, or, if the securities are not redeemed prior to maturity, that the final index level of each underlying index will be equal to or greater than its maturity redemption level and/or downside threshold level. The levels of the underlying indices will be influenced by complex and interrelated political, economic, financial and other factors that affect the index constituent stock issuers. You should be willing to accept the risks associated with the relevant markets tracked by each underlying index in general and each index’s index constituent stocks in particular, and the risk of losing a significant portion or all of your initial investment.
■Changes affecting the underlying indices could have an adverse effect on the value of the securities. The policies of each index sponsor as specified under “Information About the Underlying Indices” (together, the “index sponsors”), concerning additions, deletions and substitutions of the index constituent stocks and the manner in which the index sponsor takes account of certain changes affecting those index constituent stocks may adversely affect the levels of the underlying indices. The policies of the index sponsors with respect to the calculation of the underlying indices could also adversely affect the levels of the underlying indices. The index sponsors may discontinue or suspend calculation or dissemination of the underlying indices. An index sponsor may discontinue or suspend calculation or dissemination of its underlying index. Further, indices like the underlying indices have been, and continue to be, the subject of regulatory guidance and proposal for reform, including the European Union’s Regulation (EU) 2016/1011. The occurrence of a benchmark event (as defined in the accompanying product supplement under “General Terms of the Securities — Discontinuance of, Adjustments to, or Benchmark Event or Change in Law Affecting an Underlying Index; Alteration of Method of Calculation”), such as the failure of a benchmark (an underlying index) or the administrator (an index sponsor) or user of a benchmark (such as UBS) to comply with the authorization, equivalence or other requirements of the benchmarks regulation, may result in the discontinuation of the relevant benchmark or a prohibition on its use. If these or other events occur, then the calculation agent may select a successor index, reference a replacement basket or use an alternative method of calculation, in each case, in a manner it considers appropriate, or, if it determines that no successor index, replacement basket or alternative method of calculation would be comparable to the original underlying index, it may deem the closing level of the original underlying index on a trading day reasonably proximate to the date of such event to be its closing level on each applicable date. Such events and the potential adjustments are described further in the accompanying product supplement under “General Terms of the Securities — Discontinuance of, Adjustments to, or Benchmark Event or Change in Law Affecting an Underlying Index; Alteration of Method of Calculation”. Notwithstanding the ability of the calculation agent to make any of the foregoing adjustments, any such change or event could adversely affect the market value of, and return on, the securities. Any such actions could have an adverse effect on the value of, and any amounts payable on, the securities.
October 2025 | Page 12 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
■There is no affiliation between the respective index sponsors and UBS, and UBS is not responsible for any disclosure by such index sponsor. We or our affiliates may currently, or from time to time engage in business with the index sponsors. However, we and our affiliates are not affiliated with the sponsor of any underlying index and have no ability to control or predict their actions. You, as an investor in the securities, should conduct your own independent investigation of the relevant index sponsor and each underlying index for your securities. No index sponsor is involved in the securities offered hereby in any way and has no obligation of any sort with respect to your securities. The relevant index sponsor has no obligation to take your interests into consideration for any reason, including when taking any actions that might affect the value of, and any amounts payable on, your securities.
■The underlying indices reflect price return, not total return. The return on your securities is based on the performance of the underlying indices, which reflect the changes in the market prices of the index constituent stocks. It is not, however, linked to a “total return” index or strategy, which, in addition to reflecting those price returns, would also reflect any dividends paid on the index constituent stocks. The return on your securities will not include such a total return feature or dividend component.
■The securities are subject to small-capitalization stock risks. The securities are linked to the Russell 2000® Index, which is comprised of index constituent stocks issued by small-capitalization companies and, therefore, are subject to risks associated with small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies and therefore the underlying index may be more volatile than an index of which a greater percentage of its index constituent stocks are issued by large-capitalization companies. Stock prices of small-capitalization companies are also more vulnerable than those of large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization companies may be thinly traded. In addition, small-capitalization companies are typically less stable financially than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Small-capitalization companies are often given less analyst coverage and may be in early, and less predictable, periods of their corporate existences. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their products.
Estimated Value Considerations
■The issue price you pay for the securities exceeds their estimated initial value. The issue price you pay for the securities exceeds their estimated initial value as of the pricing date due to the inclusion in the issue price of the underwriting discount, hedging costs, issuance costs and other costs and projected profits. As of the close of the relevant markets on the pricing date, we have determined the estimated initial value of the securities by reference to our internal pricing models and the estimated initial value of the securities is set forth in this pricing supplement. The pricing models used to determine the estimated initial value of the securities incorporate certain variables, including the levels of the underlying indices, volatility of the underlying indices, the correlation of the underlying indices, any dividends paid on the index constituent stocks, prevailing interest rates, the term of the securities and our internal funding rate. Our internal funding rate is typically lower than the rate we would pay to issue conventional fixed or floating rate debt securities of a similar term. The underwriting discount, hedging costs, issuance and other costs, projected profits and the difference in rates reduced the economic value of the securities to you. Due to these factors, the estimated initial value of the securities as of the pricing date is less than the issue price you pay for the securities.
■The estimated initial value is a theoretical price and the actual price that you may be able to sell your securities in any secondary market (if any) at any time after the pricing date may differ from the estimated initial value. The value of your securities at any time will vary based on many factors, including the factors described above and in “— Risks Relating to Characteristics of the Underlying Indices — Market risk” above and is impossible to predict. Furthermore, the pricing models that we use are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. As a result, after the pricing date, if you attempt to sell the securities in the secondary market, the actual value you would receive may differ, perhaps materially, from the estimated initial value of the securities determined by reference to our internal pricing models. The estimated initial value of the securities does not represent a minimum or maximum price at which we or any of our affiliates would be willing to purchase your securities in any secondary market at any time.
■Our actual profits may be greater or less than the differential between the estimated initial value and the issue price of the securities as of the pricing date. We may determine the economic terms of the securities, as well as hedge our obligations, at least in part, prior to the pricing date. In addition, there may be ongoing costs to us to maintain and/or adjust any hedges and such hedges are often imperfect. Therefore, our actual profits (or potentially, losses) in issuing the securities cannot be determined as of the pricing date and any such differential between the estimated initial value and the issue price of the securities as of the pricing date does not reflect our actual profits. Ultimately, our actual profits will be known only at the maturity of the securities.
October 2025 | Page 13 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Risks Relating to Liquidity and Secondary Market Price Considerations
■There may be little or no secondary market for the securities. The securities will not be listed or displayed on any securities exchange or any electronic communications network. UBS Securities LLC and its affiliates intend, but are not required, to make a market for the securities and may stop making a market at any time. If you are able to sell your securities prior to maturity, you may have to sell them at a substantial loss. Furthermore, there can be no assurance that a secondary market for the securities will develop. The estimated initial value of the securities does not represent a minimum or maximum price at which we or any of our affiliates would be willing to purchase your securities in any secondary market at any time.
■The price at which UBS Securities LLC and its affiliates may offer to buy the securities in the secondary market (if any) may be greater than UBS’ valuation of the securities at that time, greater than any other secondary market prices provided by unaffiliated dealers (if any) and, depending on your broker, greater than the valuation provided on your customer account statements. For a limited period of time following the issuance of the securities, UBS Securities LLC or its affiliates may offer to buy or sell such securities at a price that exceeds (i) our valuation of the securities at that time based on our internal pricing models, (ii) any secondary market prices provided by unaffiliated dealers (if any) and (iii) depending on your broker, the valuation provided on customer account statements. The price that UBS Securities LLC may initially offer to buy such securities following issuance will exceed the valuations indicated by our internal pricing models due to the inclusion for a limited period of time of the aggregate value of the underwriting discount, hedging costs, issuance costs and theoretical projected trading profit. The portion of such amounts included in our price will decline to zero on a straight line basis over a period ending no later than the date specified under “Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any)”. Thereafter, if UBS Securities LLC or an affiliate makes secondary markets in the securities, it will do so at prices that reflect our estimated value determined by reference to our internal pricing models at that time. The temporary positive differential relative to our internal pricing models arises from requests from and arrangements made by UBS Securities LLC with the selling agents of structured debt securities such as the securities. As described above, UBS Securities LLC and its affiliates are not required to make a market for the securities and may stop making a market at any time. The price at which UBS Securities LLC or an affiliate may make secondary markets at any time (if at all) will also reflect its then current bid-ask spread for similar sized trades of structured debt securities. UBS Securities LLC reflects this temporary positive differential on its customer statements. Investors should inquire as to the valuation provided on customer account statements provided by unaffiliated dealers.
■Price of securities prior to maturity. The market price of the securities will be influenced by many unpredictable and interrelated factors, including the levels of the underlying indices; the correlation of the underlying indices; the volatility of the underlying indices; any dividends paid on the index constituent stocks; the time remaining to the maturity of the securities; interest rates in the markets; geopolitical conditions and economic, financial, political, force majeure and regulatory or judicial events; the creditworthiness of UBS and the then current bid-ask spread for the securities.
■Impact of fees and the use of internal funding rates rather than secondary market credit spreads on secondary market prices. All other things being equal, the use of the internal funding rates described above under “— Estimated Value Considerations” as well as the inclusion in the issue price of the underwriting discount, hedging costs, issuance and other costs and any projected profits are, subject to the temporary mitigating effect of UBS Securities LLC’s and its affiliates’ market making premium, expected to reduce the price at which you may be able to sell the securities in any secondary market.
Risks Relating to Hedging Activities and Conflicts of Interest
■Potential conflict of interest. UBS and its affiliates may engage in business with any index constituent stock issuer, which may present a conflict between the obligations of UBS and you, as a holder of the securities. There are also potential conflicts of interest between you and the calculation agent, which will be an affiliate of UBS and which will make potentially subjective judgments. The calculation agent will determine whether the securities are subject to an early redemption and the payment at maturity of the securities, if any, based on observed closing levels of the underlying indices. The calculation agent can postpone the determination of the initial index level, closing level or final index level of any underlying index (and therefore the related call payment date or maturity date, as applicable) if a market disruption event occurs and is continuing, on the pricing date, any determination date or the final determination date, respectively.
As UBS determines the economic terms of the securities, including the premium applicable to each determination date, call threshold levels, maturity redemption threshold levels and downside threshold levels, and such terms include the underwriting discount, hedging costs, issuance and other costs and projected profits, the securities represent a package of economic terms. There are other potential conflicts of interest insofar as an investor could potentially get better economic terms if that investor entered into exchange-traded and/or OTC derivatives or other instruments with third parties, assuming that such instruments were available and the investor had the ability to assemble and enter into such instruments. Furthermore, given that UBS Securities LLC and its affiliates temporarily maintain a market making premium, it may have the effect of discouraging UBS Securities LLC and its affiliates from recommending sale of your securities in the secondary market.
October 2025 | Page 14 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
In addition, we or one of our affiliates may enter into swap agreements or related hedging activities with the dealer or its affiliates in connection with the securities, which could cause the economic interests of UBS, the dealer or our or their respective affiliates to be adverse to your interests as an investor in the securities. If the dealer or any of its affiliates conduct hedging activities for us or our affiliate in connection with the securities and earns profits in connection with such hedging activities, such profit will be in addition to the underwriting compensation it receives for the sale of the securities to you. You should be aware that the potential to receive compensation both for hedging activities and sales may create a further incentive for the dealer to sell the securities to you.
■Hedging and trading activities by the calculation agent and its affiliates could potentially affect the value of, and any amounts payable on, the securities. The hedging or trading activities of the issuer’s affiliates and of any other hedging counterparty with respect to the securities on or prior to the pricing date and prior to maturity could adversely affect the value of, and any amounts payable on, the securities. These hedging or trading activities on or prior to the pricing date could potentially affect the initial index levels of the underlying indices and, as a result, the corresponding call threshold levels, maturity redemption threshold level and downside threshold levels. Additionally, these hedging or trading activities during the term of the securities could potentially affect the levels of the underlying indices on the determination dates and, accordingly, whether the securities are redeemed early and, if the securities are not redeemed early, the payout to you at maturity. It is possible that these hedging or trading activities could result in substantial returns for us or our affiliates while the value of the securities declines...
■Potentially inconsistent research, opinions or recommendations by UBS. UBS and its affiliates publish research from time to time on financial markets and other matters that may influence the value of, and any amounts payable on, the securities, or express opinions or provide recommendations that are inconsistent with purchasing or holding the securities. Any research, opinions or recommendations expressed by UBS or its affiliates may not be consistent with each other and may be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the securities and the underlying indices to which the securities are linked.
■Potential UBS impact on an underlying index or index constituent stock. Trading or transactions by UBS and/or its affiliates in an underlying index or any index constituent stock, listed and/or over the counter options, futures, exchange-traded funds or other instruments with return linked to the performance of that underlying index or any index constituent stock, may adversely affect the market price(s) or level(s) of that underlying index on any determination date or the final determination date and, therefore, the market value of the securities and any payout to you of any premium or at maturity.
Risks Relating to General Credit Characteristics
■The securities are subject to the credit risk of UBS, and any actual or anticipated changes to our credit ratings or credit spreads may adversely affect the market value of the securities. Investors are dependent on UBS’ ability to pay all amounts due on the securities, and therefore investors are subject to our credit risk and to changes in the market’s view of our creditworthiness. Any actual or anticipated decline in our credit ratings or increase in the credit spreads charged by the market for taking our credit risk is likely to affect adversely the market value of the securities. If we were to default on our payment obligations, you may not receive any amounts owed to you under the securities and you could lose a significant portion or all of your initial investment.
■The securities are not bank deposits. An investment in the securities carries risks which are very different from the risk profile of a bank deposit placed with UBS or its affiliates. The securities have different yield and/or return, liquidity and risk profiles and would not benefit from any protection provided to deposits.
■If UBS experiences financial difficulties, FINMA has the power to open restructuring or liquidation proceedings in respect of, and/or impose protective measures in relation to, UBS, which proceedings or measures may have a material adverse effect on the terms and market value of the securities and/or the ability of UBS to make payments thereunder. The Swiss Federal Act on Banks and Savings Banks of November 8, 1934, as amended (the “Swiss Banking Act”) grants the Swiss Financial Market Supervisory Authority (“FINMA”) broad powers to take measures and actions in relation to UBS if it concludes that there is justified concern that UBS is over-indebted or has serious liquidity problems or, after expiry of a deadline, UBS fails to fulfill the applicable capital adequacy requirements (whether on a standalone or consolidated basis). If one of these pre-requisites is met, FINMA is authorized to open restructuring proceedings or liquidation (bankruptcy) proceedings in respect of, and/or impose protective measures in relation to, UBS. The Swiss Banking Act grants significant discretion to FINMA in connection with the aforementioned proceedings and measures. In particular, a broad variety of protective measures may be imposed by FINMA, including a bank moratorium or a maturity postponement, which measures may be ordered by FINMA either on a stand-alone basis or in connection with restructuring or liquidation proceedings.
In restructuring proceedings, FINMA, as resolution authority, is competent to approve the restructuring plan. The restructuring plan may, among other things, provide for (a) the transfer of all or a portion of UBS’ assets, debts, other liabilities and contracts (which may or may not include the contractual relationship between UBS and the holders of securities) to another entity, (b) a stay (for a maximum of two business days) on the termination of contracts to which UBS is a party, and/or the exercise of (w) rights to terminate, (x) netting rights, (y) rights to enforce or dispose of collateral or (z) rights to transfer claims, liabilities or collateral under contracts to which UBS is a party, (c) the partial or full conversion of UBS’ debt and/or other obligations, including its obligations under the securities, into equity (a “debt-to-equity swap”), and/or (d) the partial or full write-off of obligations owed by UBS (a “write-off”), including its obligations
October 2025 | Page 15 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
under the securities. Prior to any debt-to-equity swap or write-off with respect to any securities, outstanding equity and debt instruments issued by UBS qualifying as additional tier 1 capital or tier 2 capital must be converted or written-down, as applicable, and cancelled. The Swiss Banking Act addresses the order in which a debt-to-equity swap or a write-off of debt instruments (other than debt instruments qualifying as additional tier 1 capital or tier 2 capital) should occur: first, all subordinated obligations not qualifying as regulatory capital; second, debt instruments for loss absorbency in the course of insolvency measures (Schuldinstrumente zur Verlusttragung im Falle von Insolvenzmassnahmen) under the Swiss Ordinance concerning Capital Adequacy and Risk Diversification for Banks and Securities Dealers of June 1, 2012, as amended; third, all other obligations not excluded by law from a debt-to-equity swap or write-off (other than deposits), such as the securities; and fourth, deposits to the extent in excess of the amount privileged by law. However, given the broad discretion granted to FINMA, any restructuring plan approved by FINMA in connection with restructuring proceedings with respect to UBS could provide that the claims under or in connection with the securities will be fully or partially converted into equity or written-off, while preserving other obligations of UBS that rank pari passu with UBS’ obligations under the securities. Consequently, the exercise by FINMA of any of its statutory resolution powers or any suggestion of any such exercise could materially adversely affect the rights of holders of the securities, the price or value of their investment in the securities and/or the ability of UBS to satisfy its obligations under the securities and could lead to holders losing some or all of their investment in the securities.
Once FINMA has opened restructuring proceedings with respect to UBS, it may consider factors such as the results of operations, financial condition (in particular, the level of indebtedness, potential future losses and/or restructuring costs), liquidity profile and regulatory capital adequacy of UBS and its subsidiaries, or any other factors of its choosing, when determining whether to exercise any of its statutory resolution powers with respect to UBS, including, if it chooses to exercise such powers to order a debt-to- equity swap and/or a write-off, whether to do so in full or in part. The criteria that FINMA may consider in exercising any statutory resolution power provide it with considerable discretion. Therefore, holders of the securities may not be able to refer to publicly available criteria in order to anticipate a potential exercise of any such power and, consequently, its potential effects on the securities and/or UBS.
If UBS were to be subject to restructuring proceedings, the creditors whose claims are affected by the restructuring plan would not have a right to vote on, reject, or seek the suspension of the restructuring plan. In addition, if a restructuring plan with respect to UBS has been approved by FINMA, the rights of a creditor to challenge the restructuring plan or have the restructuring plan reviewed by a judicial or administrative process or otherwise (e.g., on the grounds that the plan would unduly prejudice the rights of holders of securities or otherwise be in violation of the Swiss Banking Act) are very limited. Even if any of UBS’ creditors were to successfully challenge the restructuring plan in court, the court could only require the relevant creditors to be compensated ex post and there is currently no guidance as to on what basis such compensation would be calculated and how it would be funded. Any such challenge (even if successful) would not suspend, or result in the suspension of, the implementation of the restructuring plan.
Risks Relating to U.S. Federal Income Taxation
■Uncertain tax treatment. Significant aspects of the tax treatment of the securities are uncertain. You should consult your tax advisor about your tax situation. See “Tax Considerations” herein and “Material U.S. Federal Income Tax Consequences”, including the section “— Securities Treated as Prepaid Derivatives or Prepaid Forwards”, in the accompanying product supplement.
October 2025 | Page 16 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Information About the Underlying Indices
All disclosures contained in this document regarding each underlying index for the securities are derived from publicly available information. UBS has not conducted any independent review or due diligence of any publicly available information with respect to any underlying index. You should make your own investigation into each underlying index.
Included on the following pages is a brief description of each underlying index. This information has been obtained from publicly available sources. Set forth below is a table that provides the quarterly closing high and quarterly closing low for each underlying index. The information given below is for the specified calendar quarters. We obtained the closing level information set forth below from Bloomberg Professional® service (“Bloomberg”), without independent verification. You should not take the historical levels of each underlying index as an indication of future performance.
Russell 2000® Index
We have derived all information regarding the Russell 2000® Index (“RTY”) contained in this document, including, without limitation, its make-up, method of calculation and changes in its components, from publicly available information. Such information reflects the policies of, and is subject to change by the Frank Russell Company (the “index sponsor” or “FTSE Russell”).
RTY is published by FTSE Russell, but FTSE Russell has no obligation to continue to publish RTY, and may discontinue publication of RTY at any time. RTY is determined, comprised and calculated by FTSE Russell without regard to this instrument.
As discussed more fully in the index supplement under the heading “Underlying Indices and Underlying Index Publishers – Russell 2000 Index,” RTY measures the composite price performance of the smallest 2,000 companies included in the Russell 3000® Index. The Russell 3000® Index is composed of the 3,000 largest United States companies by market capitalization and represents approximately 98% of the market capitalization of the United States equity market. Select information regarding top constituents and industry and/or sector weightings may be made available by the index sponsor on its website. RTY’s value is calculated by adding the market values of the underlying constituents and then dividing the derived total market capitalization by the “adjusted” capitalization of RTY on the base date of December 31, 1986.
Information from outside sources is not incorporated by reference in, and should not be considered part of, this document or any document incorporated herein by reference. UBS has not conducted any independent review or due diligence of any publicly available information with respect to the underlying index.
Information as of market close on October 10, 2025:
Bloomberg Ticker Symbol: |
RTY <Index> |
52 Week High (on October 6, 2025): |
2,486.354 |
Current Index Level: |
2,394.595 |
52 Week Low (on April 8, 2025): |
1,760.710 |
52 Weeks Ago (on October 10, 2024): |
2,188.419 |
|
|
October 2025 | Page 17 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Historical Information
The table below sets forth the published high and low closing levels, as well as end-of-quarter closing level, of the underlying index for the specified period. The closing level of the underlying index on October 10, 2025 was 2,394.595. The associated graph shows the closing levels of the underlying index for each day from January 1, 2015 to October 10, 2025. The dotted lines represent its downside threshold level of 1,915.676, its maturity redemption threshold level of 2,394.595 and its call threshold level of 2,394.595, which are equal to 80%, 100% and 100%, respectively, of its initial index level. We obtained the information in the table below from Bloomberg without independent verification. UBS has not undertaken an independent review or due diligence of any publicly available information obtained from Bloomberg. The historical performance of the underlying index should not be taken as an indication of its future performance, and no assurance can be given as to the closing level of the underlying index at any time, including the determination dates.
Russell 2000® Index |
High |
Low |
Period End |
2021 |
|
|
|
First Quarter |
2,360.168 |
1,945.914 |
2,220.519 |
Second Quarter |
2,343.758 |
2,135.139 |
2,310.549 |
Third Quarter |
2,329.359 |
2,130.680 |
2,204.372 |
Fourth Quarter |
2,442.742 |
2,139.875 |
2,245.313 |
2022 |
|
|
|
First Quarter |
2,272.557 |
1,931.288 |
2,070.125 |
Second Quarter |
2,095.440 |
1,649.836 |
1,707.990 |
Third Quarter |
2,021.346 |
1,655.882 |
1,664.716 |
Fourth Quarter |
1,892.839 |
1,682.403 |
1,761.246 |
2023 |
|
|
|
First Quarter |
2,001.221 |
1,720.291 |
1,802.484 |
Second Quarter |
1,896.333 |
1,718.811 |
1,888.734 |
Third Quarter |
2,003.177 |
1,761.609 |
1,785.102 |
Fourth Quarter |
2,066.214 |
1,636.938 |
2,027.074 |
2024 |
|
|
|
First Quarter |
2,124.547 |
1,913.166 |
2,124.547 |
Second Quarter |
2,109.459 |
1,942.958 |
2,047.691 |
Third Quarter |
2,263.674 |
2,026.727 |
2,229.970 |
Fourth Quarter |
2,442.031 |
2,180.146 |
2,230.158 |
2025 |
|
|
|
First Quarter |
2,317.968 |
1,993.690 |
2,011.913 |
Second Quarter |
2,175.035 |
1,760.710 |
2,175.035 |
Third Quarter |
2,467.697 |
2,166.780 |
2,436.484 |
Fourth Quarter (through October 10, 2025) |
2,486.354 |
2,394.595 |
2,394.595 |
October 2025 | Page 18 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Russell 2000® Index – Daily Closing Levels January 1, 2015 to October 10, 2025 |
October 2025 | Page 19 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
S&P 500® Index
We have derived all information regarding the S&P 500® Index (“SPX”) contained in this document, including, without limitation, its make-up, method of calculation and changes in its components, from publicly available information. Such information reflects the policies of, and is subject to change by S&P Dow Jones Indices LLC (its “index sponsor” or “S&P Dow Jones”).
SPX is published by S&P Dow Jones, but S&P Dow Jones has no obligation to continue to publish SPX, and may discontinue publication of SPX at any time. SPX is determined, comprised and calculated by S&P Dow Jones without regard to this instrument.
As discussed more fully in the index supplement under the heading “Underlying Indices and Underlying Index Publishers — S&P 500® Index”, SPX is intended to provide an indication of the pattern of common stock price movement. The calculation of the value of SPX is based on the relative value of the aggregate market value of the common stock of 500 companies as of a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. Select information regarding top constituents and industry and/or sector weightings may be made available by the index sponsor on its website.
Information from outside sources is not incorporated by reference in, and should not be considered part of, this document or any document incorporated herein by reference. UBS has not conducted any independent review or due diligence of any publicly available information with respect to the underlying index.
Information as of market close on October 10, 2025:
Bloomberg Ticker Symbol: |
SPX <Index> |
52 Week High (on October 8, 2025): |
6,753.72 |
Current Index Level: |
6,552.51 |
52 Week Low (on April 8, 2025): |
4,982.77 |
52 Weeks Ago (on October 10, 2024): |
5,780.05 |
|
|
October 2025 | Page 20 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Historical Information
The table below sets forth the published high and low closing levels, as well as end-of-quarter closing level, of the underlying index for the specified period. The closing level of the underlying index on October 10, 2025 was 6,552.51. The associated graph shows the closing levels of the underlying index for each day from January 1, 2015 to October 10, 2025. The dotted lines represent its downside threshold level of 5,242.01, its maturity redemption threshold level of 6,552.51 and its call threshold level of 6,552.51, which are equal to 80%, 100% and 100%, respectively, of its initial index level. We obtained the information in the table below from Bloomberg without independent verification. UBS has not undertaken an independent review or due diligence of any publicly available information obtained from Bloomberg. The historical performance of the underlying index should not be taken as an indication of its future performance, and no assurance can be given as to the closing level of the underlying index at any time, including the determination dates.
S&P 500® Index |
High |
Low |
Period End |
2021 |
|
|
|
First Quarter |
3,974.54 |
3,700.65 |
3,972.89 |
Second Quarter |
4,297.50 |
4,019.87 |
4,297.50 |
Third Quarter |
4,536.95 |
4,258.49 |
4,307.54 |
Fourth Quarter |
4,793.06 |
4,300.46 |
4,766.18 |
2022 |
|
|
|
First Quarter |
4,796.56 |
4,170.70 |
4,530.41 |
Second Quarter |
4,582.64 |
3,666.77 |
3,785.38 |
Third Quarter |
4,305.20 |
3,585.62 |
3,585.62 |
Fourth Quarter |
4,080.11 |
3,577.03 |
3,839.50 |
2023 |
|
|
|
First Quarter |
4,179.76 |
3,808.10 |
4,109.31 |
Second Quarter |
4,450.38 |
4,055.99 |
4,450.38 |
Third Quarter |
4,588.96 |
4,273.53 |
4,288.05 |
Fourth Quarter |
4,783.35 |
4,117.37 |
4,769.83 |
2024 |
|
|
|
First Quarter |
5,254.35 |
4,688.68 |
5,254.35 |
Second Quarter |
5,487.03 |
4,967.23 |
5,460.48 |
Third Quarter |
5,762.48 |
5,186.33 |
5,762.48 |
Fourth Quarter |
6,090.27 |
5,695.94 |
5,881.63 |
2025 |
|
|
|
First Quarter |
6,144.15 |
5,521.52 |
5,611.85 |
Second Quarter |
6,204.95 |
4,982.77 |
6,204.95 |
Third Quarter |
6,693.75 |
6,198.01 |
6,688.46 |
Fourth Quarter (through October 10, 2025) |
6,753.72 |
6,552.51 |
6,552.51 |
October 2025 | Page 21 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
S&P 500® Index – Daily Closing Levels January 1, 2015 to October 10, 2025 |
This document relates only to the securities offered hereby and does not relate to the underlying indices or other securities linked to the underlying indices. We have derived all disclosures contained in this document regarding the underlying indices from the publicly available documents described in the preceding paragraphs. In connection with the offering of the securities, none of us or any of our affiliates have participated in the preparation of such documents or made any due diligence inquiry with respect to the underlying indices.
Neither the issuer nor any of its affiliates makes any representation to you as to the performance of the underlying indices.
October 2025 | Page 22 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Additional Information About the Securities
Please read this information in conjunction with the summary terms on the front cover of this document.
Additional Provisions: |
|
Record date: |
The record date for each call payment date shall be the date one business day prior to such scheduled call payment date; provided, however, that any premium payable at maturity or upon early redemption shall be payable to the person to whom the payment at maturity or early redemption amount, as the case may be, shall be payable. |
Trustee: |
U.S. Bank Trust National Association |
Calculation agent: |
UBS Securities LLC |
Tax considerations: |
The U.S. federal income tax consequences of your investment in the securities are uncertain. There are no statutory provisions, regulations, published rulings or judicial decisions addressing the characterization for U.S. federal income tax purposes of securities with terms that are substantially the same as the securities. Some of these tax consequences are summarized below, but we urge you to read the more detailed discussion in “Material U.S. Federal Income Tax Consequences”, including the section “— Securities Treated as Prepaid Derivatives or Prepaid Forwards”, in the accompanying product supplement and to discuss the tax consequences of your particular situation with your tax advisor. This discussion is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and proposed U.S. Department of the Treasury (the “Treasury”) regulations, rulings and decisions, in each case, as available and in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. Tax consequences under state, local and non-U.S. laws are not addressed herein. No ruling from the U.S. Internal Revenue Service (the “IRS”) has been sought as to the U.S. federal income tax consequences of your investment in the securities, and the following discussion is not binding on the IRS. U.S. Tax Treatment. Pursuant to the terms of the securities, UBS and you agree, in the absence of a statutory or regulatory change or an administrative determination or judicial ruling to the contrary, to characterize the securities as prepaid derivative contracts with respect to the underlying indices. If your securities are so treated, you should generally recognize capital gain or loss upon the taxable disposition of your securities in an amount equal to the difference between the amount you receive at such time and the amount you paid for your securities. Such gain or loss should generally be long-term capital gain or loss if you have held your securities for more than one year (otherwise such gain or loss should be short-term capital gain or loss). The deductibility of capital losses is subject to limitations. Based on certain factual representations received from us, our special U.S. tax counsel, Cadwalader, Wickersham & Taft LLP, is of the opinion that it would be reasonable to treat your securities in the manner described above. However, because there is no authority that specifically addresses the tax treatment of the securities, it is possible that your securities could alternatively be treated for tax purposes as a single contingent payment debt instrument, or pursuant to some other characterization, such that the timing and character of your income from the securities could differ materially and adversely from the treatment described above, as described further under “Material U.S. Federal Income Tax Consequences”, including the section “— Securities Treated as Prepaid Derivatives or Prepaid Forwards”, in the accompanying product supplement unless and until such time as the IRS and the Treasury determine that some other treatment is more appropriate. Except to the extent otherwise required by law, UBS intends to treat your securities for U.S. federal income tax purposes in accordance with the treatment described above and under “Material U.S. Federal Income Tax Consequences”, including the section “— Securities Treated as Prepaid Derivatives or Prepaid Forwards”, in the accompanying product supplement unless and until such time as the IRS and the Treasury determine that some other treatment is more appropriate. Notice 2008-2. In 2007, the IRS released a notice that may affect the taxation of holders of the securities. According to Notice 2008-2, the IRS and the Treasury are actively considering whether the holder of an instrument such as the securities should be required to accrue ordinary income on a current basis. It is not possible to determine what guidance they will ultimately issue, if any. It is possible, however, that under such guidance, holders of the securities will ultimately be required to accrue income currently and this could be applied on a retroactive basis. The IRS and the Treasury are also considering other relevant issues, including whether additional gain or loss from such instruments should be treated as ordinary or capital and whether non-U.S. holders of such instruments should be subject to withholding tax on any deemed income accruals, and whether the special “constructive ownership rules” of Section 1260 of the Code should be applied to such instruments. Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the significance, and potential impact, of the above considerations. Medicare Tax on Net Investment Income. U.S. holders that are individuals, estates or certain trusts are subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include any income or gain realized with respect to the securities, to the extent of their net investment income that when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), $125,000 for a married individual filing a separate return or the dollar amount at which the highest tax bracket begins for an estate or trust. The 3.8% Medicare tax is determined in a different manner than the income tax. U.S. holders should consult their tax advisors as to the consequences of the 3.8% Medicare tax. Specified Foreign Financial Assets. Certain U.S. holders that own “specified foreign financial assets” in excess of an applicable threshold may be subject to reporting obligations with respect to such assets with their tax returns, |
October 2025 | Page 23 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
especially if such assets are held outside the custody of a U.S. financial institution. U.S. holders are urged to consult their tax advisors as to the application of this legislation to their ownership of the securities. Non-U.S. Holders. Subject to Section 871(m) of the Code and “FATCA”, discussed below, if you are a non-U.S. holder you should generally not be subject to U.S. withholding tax with respect to payments on your securities or to generally applicable information reporting and backup withholding requirements with respect to payments on your securities if you comply with certain certification and identification requirements as to your non-U.S. status (by providing us (and/or the applicable withholding agent) with a fully completed and duly executed applicable IRS Form W-8). Subject to Section 897 of the Code, and Section 871(m) of the Code, discussed herein, gain realized from the taxable disposition of a security generally should not be subject to U.S. tax unless (i) such gain is effectively connected with a trade or business conducted by the non-U.S. holder in the U.S., (ii) the non-U.S. holder is a non-resident alien individual and is present in the U.S. for 183 days or more during the taxable year of such taxable disposition and certain other conditions are satisfied or (iii) the non-U.S. holder has certain other present or former connections with the U.S. Section 897. We will not attempt to ascertain whether any index constituent stock issuer would be treated as a “United States real property holding corporation” (“USRPHC”) within the meaning of Section 897 of the Code. We also have not attempted to determine whether the securities should be treated as “United States real property interests” (“USRPI”) as defined in Section 897 of the Code. If any such entity and the securities were so treated, certain adverse U.S. federal income tax consequences could possibly apply, including subjecting any gain to a non-U.S. holder in respect of the securities upon a taxable disposition of the securities to the U.S. federal income tax on a net basis, and the proceeds from such a taxable disposition may be subject to a 15% withholding tax. Non-U.S. holders should consult their tax advisors regarding the potential treatment of any index constituent stock issuer as a USRPHC and the securities as USRPI. Section 871(m). A 30% withholding tax (which may be reduced by an applicable income tax treaty) is imposed under Section 871(m) of the Code on certain “dividend equivalents” paid or deemed paid to a non-U.S. holder with respect to a “specified equity-linked instrument” that references one or more dividend-paying U.S. equity securities or indices containing U.S. equity securities. The withholding tax can apply even if the instrument does not provide for payments that reference dividends. Treasury regulations provide that the withholding tax applies to all dividend equivalents paid or deemed paid on specified equity-linked instruments that have a delta of one (“delta-one specified equity-linked instruments”) issued after 2016 and to all dividend equivalents paid or deemed paid on all other specified equity-linked instruments issued after 2017. However, the IRS has issued guidance that states that the Treasury and the IRS intend to amend the effective dates of the Treasury regulations to provide that withholding on dividend equivalents paid or deemed paid will not apply to specified equity-linked instruments that are not delta-one specified equity-linked instruments and are issued before January 1, 2027. Based on our determination that the securities are not “delta-one” with respect to any underlying index or any index constituent stock, our special U.S. tax counsel is of the opinion that the securities should not be delta-one specified equity-linked instruments and thus should not be subject to withholding on dividend equivalents. Our determination is not binding on the IRS, and the IRS may disagree with this determination. Furthermore, the application of Section 871(m) of the Code will depend on our determinations made on the date the terms of the securities are set. If withholding is required, we will not make payments of any additional amounts. Nevertheless, after the date the terms are set, it is possible that your securities could be deemed to be reissued for tax purposes upon the occurrence of certain events affecting the underlying indices, index constituent stocks or your securities, and following such occurrence your securities could be treated as delta-one specified equity-linked instruments that are subject to withholding on dividend equivalents. It is also possible that withholding tax or other tax under Section 871(m) of the Code could apply to the securities under these rules if you enter, or have entered, into certain other transactions in respect of the underlying indices, index constituent stocks or the securities. If you enter, or have entered, into other transactions in respect of the underlying indices, index constituent stocks or the securities, you should consult your tax advisor regarding the application of Section 871(m) of the Code to your securities in the context of your other transactions. Because of the uncertainty regarding the application of the 30% withholding tax on dividend equivalents to the securities, you are urged to consult your tax advisor regarding the potential application of Section 871(m) of the Code and the 30% withholding tax to an investment in the securities. Foreign Account Tax Compliance Act. Legislation commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”) generally imposes a withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect to certain financial instruments, unless various U.S. information reporting and due diligence requirements have been satisfied. An intergovernmental agreement between the U.S. and the non-U.S. entity’s jurisdiction may modify these requirements. This legislation generally applies to certain financial instruments that are treated as paying U.S.-source interest or other U.S.-source “fixed or determinable annual or periodical” income (“FDAP income”). Withholding (if applicable) applies to payments of U.S.-source FDAP income but, pursuant to certain Treasury regulations and IRS guidance, does not apply to payments of gross proceeds on the disposition (including upon retirement) of financial instruments. As the treatment of the securities is unclear, it is possible that any premium paid with respect to the securities could be subject to the FATCA rules. If withholding applies to the securities, we will not be required to pay any additional amounts with respect to amounts withheld. Both U.S. and non-U.S. holders should consult their tax advisors regarding the potential application of FATCA to the securities. Proposed Legislation. In 2007, legislation was introduced in Congress that, if it had been enacted, would have required holders of securities similar to the securities purchased after the bill was enacted to accrue interest income over the term of such securities despite the fact that there will be no interest payments over the term of such securities. |
October 2025 | Page 24 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Furthermore, in 2013, the House Ways and Means Committee released in draft form certain proposed legislation relating to financial instruments. If it had been enacted, the effect of this legislation generally would have been to require instruments such as the securities to be marked to market on an annual basis with all gains and losses to be treated as ordinary, subject to certain exceptions. It is not possible to predict whether any similar or identical bills will be enacted in the future, or whether any such bill would affect the tax treatment of your securities. You are urged to consult your tax advisor regarding the possible changes in law and their possible impact on the tax treatment of your securities. Both U.S. and non-U.S. holders are urged to consult their tax advisors concerning the application of U.S. federal income tax laws to their particular situations, as well as any tax consequences of the purchase, beneficial ownership and disposition of the securities arising under the laws of any state, local, non-U.S. or other taxing jurisdiction (including those of the index constituent stock issuers). |
|
Use of proceeds and hedging: |
We will use the net proceeds we receive from the sale of the securities for the purposes we describe in the accompanying product supplement under “Use of Proceeds and Hedging.” We and/or our affiliates may also use those proceeds in transactions intended to hedge our obligations under the securities as described below. In connection with the sale of the securities, we and/or our affiliates may enter into hedging transactions involving the execution of long-term or short-term interest rate swaps, futures and option transactions or purchases and sales of securities before, on and after the pricing date of the securities. From time to time, we and/or our affiliates may enter into additional hedging transactions or unwind those we have entered into. In addition, we or one of our affiliates may enter into swap agreements or related hedging activities with the dealer or its affiliates. We and/or our affiliates may acquire a long or short position in securities similar to the securities from time to time and may, in our or their sole discretion, hold or resell those securities. The hedging activity discussed above may adversely affect the market value of the securities from time to time and payment on the securities, including any payment at maturity. See “Risk Factors — Risks Relating to Hedging Activities and Conflicts of Interest” herein. |
Supplemental information regarding plan of distribution (conflicts of interest); secondary markets (if any): |
Pursuant to the terms of a distribution agreement, UBS has agreed to sell to UBS Securities LLC, and UBS Securities LLC has agreed to purchase from UBS, the stated principal amount of the securities specified on the front cover of this document at the price to public less a fee of $35.00 per $1,000.00 stated principal amount of securities. UBS Securities LLC has agreed to resell all of the securities to Morgan Stanley Wealth Management with an underwriting discount of $35.00 reflecting a fixed sales commission of $30.00 and a fixed structuring fee of $5.00 per $1,000.00 stated principal amount of securities that Morgan Stanley Wealth Management sells. UBS or an affiliate will also pay a fee to LFT Securities, LLC, an entity in which an affiliate of Morgan Stanley Wealth Management and an affiliate of UBS Securities LLC each has an ownership interest, for providing certain electronic platform services with respect to this offering. UBS, UBS Securities LLC or any other affiliate of UBS may use this document, the accompanying product supplement and the accompanying prospectus in a market-making transaction for any securities after their initial sale. In connection with the offering, UBS, UBS Securities LLC, any other affiliate of UBS or any other securities dealers may distribute this document, the accompanying product supplement and the accompanying prospectus electronically. Unless UBS or its agent informs the purchaser otherwise in the confirmation of sale, this document, the accompanying product supplement and the accompanying prospectus are being used in a market-making transaction. Conflicts of Interest. UBS Securities LLC is an affiliate of UBS and, as such, has a “conflict of interest” in this offering within the meaning of Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5121. In addition, UBS will receive the net proceeds (excluding the underwriting discount) from the initial public offering of the securities and, thus creates an additional conflict of interest within the meaning of FINRA Rule 5121. UBS Securities LLC is not permitted to sell securities in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder. UBS Securities LLC and its affiliates may offer to buy or sell the securities in the secondary market (if any) at prices greater than UBS’ internal valuation. The value of the securities at any time will vary based on many factors that cannot be predicted. However, the price (not including UBS Securities LLC’s or any affiliate’s customary bid-ask spreads) at which UBS Securities LLC or any affiliate would offer to buy or sell the securities immediately after the pricing date in the secondary market is expected to exceed the estimated initial value of the securities as determined by reference to our internal pricing models. The amount of the excess will decline to zero on a straight line basis over a period ending no later than 6 weeks after the pricing date, provided that UBS Securities LLC may shorten the period based on various factors, including the magnitude of purchases and other negotiated provisions with selling agents. Notwithstanding the foregoing, UBS Securities LLC and its affiliates are not required to make a market for the securities and may stop making a market at any time. For more information about secondary market offers and the estimated initial value of the securities, see “Risk Factors — Estimated Value Considerations” and “— Risks Relating to Liquidity and Secondary Market Price Considerations” of this document. |
October 2025 | Page 25 |
Trigger Jump Securities with Auto-Callable Feature due October 16, 2031
$5,424,000 Based on the worst performing index of the Russell 2000® Index and the S&P 500® Index
Prohibition on sales to EEA retail investors: |
The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended. Consequently no key information document required by Regulation (EU) No 1286/2014 (the “EU PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation. |
Prohibition on sales to UK retail investors:
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The securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. |
Validity of the securities: |
In the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, as special counsel to the issuer, when the securities offered by this pricing supplement have been executed and issued by the issuer and authenticated by the trustee pursuant to the indenture and delivered, paid for and sold as contemplated herein, the securities will be valid and binding obligations of the issuer, enforceable against the issuer in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to or affecting creditors’ rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion involves matters governed by Swiss law, Fried, Frank, Harris, Shriver & Jacobson LLP has assumed, without independent inquiry or investigation, the validity of the matters opined on by Homburger AG, Swiss legal counsel for the issuer, in its opinion dated August 1, 2025 filed on that date with the Securities and Exchange Commission as an exhibit to a Current Report on Form 6-K and incorporated by reference into the issuer’s registration statement on Form F-3 (the “Registration Statement”). In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and, with respect to the securities, authentication of the securities and the genuineness of signatures and certain factual matters, all as stated in the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP dated December 6, 2024 filed with the Securities and Exchange Commission as Exhibit 5.4 to the Registration Statement. |
October 2025 | Page 26 |
FAQ
What is UBS (AMUB) offering in this 424B2?
$5,424,000 of Trigger Jump Securities tied to the worst of the S&P 500 and Russell 2000, maturing on October 16, 2031.
How does the auto-call feature work on these UBS notes?
On a determination date, if both indices are at or above initial, the notes auto-redeem at $1,000 plus a premium stepping up at ~8.30% per annum.
What are the maturity outcomes for the UBS Trigger Jump Securities?
If both indices are at/above initial: $1,498.00. If both are at/above 80% of initial: $1,000. If any is below 80%: loss mirrors the worst index.
What are the initial levels and downside thresholds for SPX and RTY?
SPX initial 6,552.51, threshold 5,242.01; RTY initial 2,394.595, threshold 1,915.676.
What fees and proceeds apply to this UBS structured note?
Total fees are 3.50% (3.00% sales, 0.50% structuring). Proceeds to UBS are 96.50% of face.
What is the estimated initial value and is the note listed?
Estimated initial value is $950.10. The notes will not be listed on an exchange.
Do these notes pay interest or dividends?
No. They pay no interest and do not pass through dividends; returns come only via premiums or maturity amount.