Forian Inc SEC Filings

UBS AG is offering an 18-month Capped Buffer GEARS note linked to the Nasdaq-100 Index (NDX), scheduled to price on 30 July 2025, settle on 4 August 2025 and mature on 4 February 2027. The unsecured, unsubordinated note has a $1,000 denomination and provides:

• Upside exposure: positive index performance is multiplied by a 1.50 upside gearing factor, but total return is capped at a 15-17 % maximum gain (exact cap set on trade date). Maximum payment at maturity is therefore $1,150-$1,170 per note.
• 10 % Buffer: investors are protected against the first 10 % decline in NDX. If the final index level is at or above 90 % of the initial level, principal is repaid in full.
• Contingent downside: if NDX ends below the downside threshold (90 % of initial level), investors lose principal on a 1-for-1 basis beyond the 10 % buffer. A 40 % index drop, for example, would generate a 30 % note loss.
• No coupons or interim payments; credit risk of UBS applies.

The preliminary estimated initial value is $943-$973—below the $1,000 issue price—reflecting underwriting discount ($20), hedging and issuance costs and UBS’s internal funding spread. UBS Securities LLC will make a secondary market in the notes on a best-efforts basis but the securities will not be listed on an exchange.

Key risks highlighted include: potential loss of almost all principal, limited upside, lack of liquidity, valuation below issue price, tax uncertainty (pre-paid derivative treatment assumed), and broad resolution powers of Swiss regulator FINMA over UBS. The investor suitability section stresses that the product is appropriate only for investors who:

• Understand structured note risk/return profiles
• Can forgo dividends, accept capped upside and potential principal loss
• Are willing to hold to maturity
• Are comfortable with UBS credit risk

Offering economics: UBS receives ~$980 per note after the $20 underwriting discount. Third-party dealers may forgo part of this discount for fee-based advisory accounts. The estimated initial value incorporates UBS’s internal models and will be published in the final pricing supplement.

Tax treatment: UBS and investors will treat the notes as prepaid derivatives; however, no IRS ruling exists and alternative treatments (e.g., contingent payment debt instrument) could apply. Section 871(m) withholding is not expected because the note is not delta-one, but future events could change this analysis.