[144] FiscalNote Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

UBS AG is marketing Trigger Autocallable Contingent Yield Notes maturing ~6 July 2028 that are linked to the common stock of General Motors Company (GM). The $1,000-denominated notes are unsubordinated, unsecured debt obligations of UBS AG London Branch. Investors may receive:

• Contingent coupons: set on the trade date at ≥ 13.15% p.a. (paid quarterly) but only when GM’s closing price on the relevant observation date is ≥ 75 % of the initial level (the “coupon barrier”). No coupon is paid for periods in which the barrier is breached.
• Automatic call: if GM’s share price is ≥ 100 % of the initial level on any quarterly observation date before maturity, UBS returns principal plus the coupon then due, and the note terminates.
• Principal repayment at maturity: • If not previously called and GM’s final level ≥ 75 % of the initial level (the “downside threshold”), holders receive full principal.
  • If the final level < 75 %, repayment equals $1,000 × (1 + underlying return). Principal loss is therefore one-for-one with GM’s negative performance below the threshold, down to total loss.

Key commercial terms

• Contingent coupon rate: ≥ 13.15 % p.a. (≥ 3.2875 % quarterly).
• Barrier / Call / Threshold levels: 75 % (barrier & downside) and 100 % (call), all set as percentages of the initial level observed 10 July 2025.
• Trade / settlement dates: 10 Jul 2025 (T) / 15 Jul 2025 (T+3).
• Quarterly observation dates run from 30 Sep 2025 to 30 Jun 2028; maturity 6 Jul 2028.
• Estimated initial value: $936.30–$966.30 (93.6 %–96.6 % of issue price) per note, reflecting underwriting discount ($20), hedging and funding costs.
• The notes will not be listed; secondary liquidity depends solely on the dealer’s willingness to make a market.

Risk highlights

• Market risk: Investors face full downside below the 75 % threshold if the note is not called.
• Coupon risk: No coupons are paid if GM trades < 75 % on an observation date.
• Credit / bail-in risk: All payments rely on UBS AG’s ability to perform and are subject to Swiss resolution powers (FINMA) that could convert or write down the debt.
• Liquidity & valuation: No exchange listing; resale value likely below $1,000 and could be materially less than UBS’s internal valuation.
• Tax treatment: UBS intends to treat the product as a prepaid derivative with ordinary-income coupons; U.S. tax outcomes remain uncertain.

Overall, the notes target investors seeking high conditional income and willing to assume equity, credit and liquidity risk, with no participation in upside beyond coupons.

Positive

• High contingent coupon of at least 13.15 % per annum, well above prevailing fixed-income yields.
• Automatic call at 100 % of initial GM price allows early return of principal plus coupon if the underlying holds its value.
• Contingent principal protection at maturity provided GM closes ≥ 75 % of initial level.

Negative

• Full downside exposure below the 75 % threshold can lead to total loss of principal.
• No participation in GM share upside beyond the fixed coupons; return is capped.
• Credit and bail-in risk: payments depend on UBS AG’s solvency and are subject to FINMA resolution actions.
• Liquidity risk: notes are unlisted; secondary market, if any, may be illiquid and priced below intrinsic value.
• Estimated initial value 3–6 % below issue price, meaning an immediate mark-to-market deficit for investors.

Insights

Structured Products Analyst

TL;DR – High 13 % coupon but full downside below 75 % of GM; standard UBS autocall note, neutral overall impact.

The structure provides an attractive headline yield relative to conventional bonds, but the path-dependent payoff exposes investors to significant equity risk. A 25 % decline in GM at final valuation leads to principal impairment; deeper losses mirror GM’s fall. Automatic call at 100 % means favourable early redemption is possible yet caps total coupon accrual. The estimated initial value indicates a 3–6 % premium is embedded in the $1,000 issue price. From a market standpoint, the offering is routine and small versus UBS’s balance sheet; therefore, it is not materially impactful for either UBS or GM shares. Suitability is limited to yield-seeking investors who can tolerate capital loss and UBS credit risk.

Credit Risk Analyst

TL;DR – Payments rank pari passu with other UBS senior debt; FINMA bail-in powers remain the primary systemic risk.

Because the notes are senior unsecured, recovery hinges on UBS AG’s solvency. The document reiterates Swiss Banking Act provisions allowing FINMA to impose write-downs or debt-to-equity swaps ahead of depositors in a resolution scenario—an explicit risk seldom highlighted in conventional U.S. debt. Investors also shoulder liquidity risk: no listing, dealer market-making discretionary, and bid–offer likely wide, especially if GM underperforms. Given UBS’s current capital profile, default probability appears low, but resolution statutes could still impair holders. Consequently, the credit component adds a negative convexity overlay to the equity exposure, reinforcing the neutral-to-slightly-negative risk/reward profile.

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
Class A	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	37201	24273.65	149925786	07/02/2025	NYSE

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

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A	07/01/2025	Restricted Stock Vesting	Issuer			37201	07/01/2025	Compensation

* 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
Timothy T. Hwang Revocable Trust Dated 1/10/2019 1201 Pennsylvania Avenue NW 6th Floor Washington DC 20004	Class A	04/04/2025	34120	23338.08
Timothy T. Hwang Revocable Trust Dated 1/10/2019 1201 Pennsylvania Avenue NW 6th Floor Washington DC 20004	Class A	05/02/2025	29105	18545.71
Timothy T. Hwang Revocable Trust Dated 1/10/2019 1201 Pennsylvania Avenue NW 6th Floor Washington DC 20004	Class A	05/08/2025	9515	6064.86
Timothy T. Hwang Revocable Trust Dated 1/10/2019 1201 Pennsylvania Avenue NW 6th Floor Washington DC 20004	Class A	06/03/2025	40998	26410.91

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

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

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?

The rate will be set on 10 Jul 2025 at no less than 13.15 % per annum, paid quarterly if GM’s price meets the coupon barrier.

When will the notes be automatically called?

If on any quarterly observation date before final valuation GM’s closing level is ≥ 100 % of the initial level, UBS calls the notes and repays principal plus the coupon.

How much principal protection do investors have?

Principal is repaid in full only if, at maturity, GM’s final level is ≥ 75 % of the initial level. Below that, losses match GM’s decline.

Can I sell the notes before maturity?

Possibly, but the notes are not listed; secondary liquidity depends on dealers and may be at prices well below $1,000.

What is the credit risk associated with these notes?

They are senior unsecured UBS AG obligations. A UBS default or Swiss FINMA bail-in could result in partial or total loss.

How does the estimated initial value compare with the issue price?

UBS estimates $936.30 – $966.30 per $1,000 note, reflecting underwriting and funding costs; investors pay the full $1,000 issue price.