[144] Merus N.V. SEC Filing

Rhea-AI Filing Summary

UBS AG is offering $230,000 of Trigger Autocallable Contingent Yield Notes linked to the common stock of CrowdStrike Holdings, Inc. (CRWD) that mature on 12 July 2027. The notes are unsecured senior obligations of UBS AG’s London branch and are not listed on any exchange or covered by deposit insurance.

Key economics

• Issue price: $10.00 per note (minimum purchase = 100 notes)
• Estimated initial value (UBS models): $9.80
• Underwriting discount: $0.15 (1.5%) per note
• Principal at risk: repayment of $10 is contingent on underlying performance
• Term: ≈ 2 years (trade 9 Jul 2025, maturity 12 Jul 2027) unless called early
• Contingent coupon rate: 12.92% p.a. (≈ $0.2153 every two months) paid only if CRWD closes ≥ $308.11 (60% of initial)
• Automatic call: if CRWD closes ≥ initial level of $513.51 on any observation date prior to final valuation, investors receive par plus that period’s coupon and the note terminates
• Downside threshold / Coupon barrier: $308.11 (60% of initial level)

Pay-off profile

• Called early: investor receives $10 + accrued coupon; maximum holding period could be as short as ~2 months.
• Held to maturity & CRWD ≥ $308.11: receive principal plus final coupon.
• Held to maturity & CRWD < $308.11: repay $10 × (1 + price change). Losses are one-for-one with CRWD beyond the 40% buffer; total loss possible.

Risk highlights

• No guaranteed coupons; missing the coupon barrier on any observation date means no income for that period.
• Investors face full downside exposure below the 60% threshold and credit risk of UBS AG.
• Estimated initial value is 2.0% below issue price, reflecting dealer compensation, hedge costs and UBS’s lower internal funding rate.
• The notes are expected to be illiquid; any secondary sales will likely occur at a price materially below the issue price.

Key dates

• Bimonthly observation dates starting 9 Sep 2025; final valuation 8 Jul 2027.
• Coupons (if earned) pay two business days after each observation; maturity payment on 12 Jul 2027.

Tax treatment is uncertain; UBS intends to treat the notes as prepaid derivatives with ordinary income on coupons. Investors should review detailed risk factors and consult advisers before investing.

Positive

• Attractive contingent coupon of 12.92% p.a. if the underlying remains above the 60% barrier.
• 40% downside buffer before principal loss at maturity provides moderate protection versus direct equity ownership.
• Early call mechanism can shorten duration and enhance annualised return if CRWD trades above the initial level.

Negative

• Full downside exposure below barrier; investors may lose all principal if CRWD drops more than 40% and never recovers.
• Issue price exceeds estimated fair value by $0.20 (2%), reducing investor economics from day one.
• Illiquidity risk; notes are not exchange-listed and secondary markets are discretionary, likely at steep discounts.
• Credit risk of UBS AG; payments depend on the issuer’s solvency and are subject to Swiss bail-in regime.
• Upside capped to coupon income; no participation in equity appreciation above par.

Insights

Structured Products Analyst

TL;DR High 12.92% coupon offsets a 40% buffer; principal at risk, limited upside, and illiquidity warrant neutral risk-reward view.

The note offers an above-market headline yield via contingent coupons but layers significant risks. The 60% barrier provides a moderate cushion, yet CrowdStrike’s historical volatility (>40% annualised) means breaching is plausible. Automatic call mechanics truncate upside—best-case total return is a few coupons if CRWD rallies early—and introduce reinvestment risk. Investors also pay a 2% economic premium (issue price vs. model value) and accept UBS credit exposure. Given these trade-offs, the structure suits income-seeking investors with a bullish-to-sideways 2-year view on CRWD, but it is not attractive for those seeking principal protection or diversified exposure.

Credit & Market-Risk Specialist

TL;DR Principal loss risk, product illiquidity, and UBS credit considerations tilt risk profile negative despite headline yield.

UBS’s unsecured note embeds derivative exposure to a single tech equity, amplifying idiosyncratic risk. The 40% buffer may be insufficient should cybersecurity valuations compress—a plausible scenario in a risk-off market. Secondary market support is discretionary; bid-offer spreads can exceed the 1.5% underwriting discount, eroding exit value. While UBS remains investment-grade, Swiss resolution powers (FINMA) could impose write-downs in stress, a non-trivial tail risk. Overall impact on investors is risk-heavy with capped upside; classification: neutral to slightly negative.

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

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

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

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

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
COMMON	RBC CAPITAL MARKETS LLC 250 NICOLLET MALL, SUITE 1700 MINNEAPOLIS MN 55401	6695	368240.00	69213576	07/09/2025	NASDAQ

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

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
COMMON	07/09/2025	NQ OPTION EXERCISE	ISSUER			6695	07/09/2025	N/A

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

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

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
PETER SILVERMAN C/O RBC CAPITAL MARKETS LLC 250 NICOLLET MALL, SUITE 1700 MINNEAPOLIS MN 55401	MERUS N.V.	06/20/2025	34000	1793741.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

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

Signature

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

FAQ

What is the contingent coupon rate on the UBS Trigger Autocallable Notes linked to CRWD?

The notes pay a 12.92% per-annum contingent coupon, roughly $0.2153 every two months, but only when CRWD closes at or above $308.11.

How much downside protection do these notes offer?

At maturity investors are protected down to 40% below the initial CRWD level; below $308.11 principal loss is one-for-one with the share decline.

When can the notes be called early?

On any observation date before the final valuation, if CRWD closes at or above the $513.51 initial level, UBS will automatically call and repay par plus the coupon.

What is the credit exposure associated with the product?

The notes are unsecured senior debt of UBS AG; repayment depends entirely on UBS’s ability to pay and is subject to Swiss resolution powers.

Why is the estimated initial value lower than the issue price?

UBS values the notes at $9.80 due to embedded dealer margin, hedge costs and a lower internal funding rate, creating a 2% economic premium for investors.

Are the notes listed or easily tradable?

No. They will not be listed on any exchange; secondary liquidity, if any, is provided by UBS affiliates on a best-efforts basis.