[144] Pure Storage, Inc. SEC Filing

Rhea-AI Filing Summary

Transaction overview: UBS AG is issuing $777,000 of unsubordinated, unsecured Trigger Autocallable Contingent Yield Notes linked to the common stock of The Kraft Heinz Company (KHC). The notes price on 11 Jul 2025, settle on 15 Jul 2025 and mature on 17 Jul 2028, unless called earlier.

• Face amount: $10 per note (minimum purchase 100 notes).
• Contingent coupon: 8.68% p.a. (paid quarterly ≈ $0.217 per note) only when KHC closes ≥ coupon barrier on an observation date.
• Coupon barrier / downside threshold: $19.00 (70% of initial level $27.14).
• Automatic call: Beginning 6 months after settlement and quarterly thereafter, if KHC closes ≥ initial level ($27.14). Investors receive par + any due coupon; no further payments.
• Principal at maturity: • Par if KHC ≥ downside threshold and notes were not called. • Par × (1 + underlying return) if KHC < threshold, resulting in 1-for-1 downside exposure to −100%.
• Estimated initial value: $9.62 (UBS internal model), 3.8% below issue price due to fees/hedging costs.
• Secondary market: No listing; UBS affiliates may make markets but are not obliged to do so.

Key risks highlighted by issuer:

• Loss of up to full principal if KHC falls >30% and notes are not called.
• Coupons contingent; investors may receive few or none.
• Credit risk of UBS AG senior debt.
• Potential illiquidity and bid–ask premium in secondary trading.
• Estimated value below issue price; early resale likely below $10.

Illustrative performance scenarios: UBS shows (1) early call after two quarters producing a 4.34% total return; (2) hold to maturity with KHC ≥ threshold producing same 4.34% total return; (3) KHC down 33.5% at maturity producing a 31.3% loss.

Use-of-proceeds & distribution: UBS Securities LLC will purchase the notes less a $0.20 per-note underwriting discount and resell to UBS Financial Services Inc.; the offering raises net proceeds of ≈ $761,460 for UBS. Because both dealers are UBS affiliates, the deal is a FINRA 5121 conflict-of-interest offering.

Investor suitability: Product targets investors comfortable with (i) single-name equity risk, (ii) contingent income, (iii) potential illiquidity, and (iv) UBS credit exposure. Not appropriate for investors seeking principal protection, guaranteed income, or equity upside participation.

Insights

Structured-Product Analyst

TL;DR High 8.68% coupon but capital is at risk below −30%; early call likely if KHC rallies; note trades over UBS credit.

The structure offers attractive headline income versus 3-year IG yields, yet coupons and principal are contingent on two triggers. With KHC’s 30-day implied volatility near mid-teens, the 70% barrier gives modest cushion; however, single-stock risk is higher than broad equity baskets. Automatic call frequency (quarterly after 6 months) means positive KHC momentum could truncate income and reinvestment risk surfaces. Estimated value gap (−$0.38) is within market norms but indicates investors pay ~38 bp per year in embedded fees. UBS senior CDS trades ~55 bp; investors are effectively long UBS credit for three years. Overall, neutral-to-slightly-positive risk-reward for yield-seeking investors aware of tail risk.

Credit & Liquidity Specialist

TL;DR UBS unsecured note with no exchange listing; secondary liquidity uncertain; credit event or FINMA bail-in could impair recoveries.

Because the notes rank pari passu with other UBS senior debt, any deterioration in UBS’s CET1 ratio or litigation exposures (e.g., post-Credit Suisse integration) could widen spreads and depress secondary prices. FINMA restructuring powers allow write-down or conversion, so recovery could be below typical senior debt precedent. Lack of exchange listing means reliance on dealer markets; bid-offer could exceed 2-3% under stress, magnifying mark-to-market volatility. Investors should size positions accordingly and treat as hold-to-maturity paper unless accepting potential liquidity discounts.

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	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	6959	390875.20	326831678	07/11/2025	NYSE

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

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	06/12/2025	Restricted Stock	Issuer			4268	06/12/2025	Not Applicable
Common	06/20/2025	Restricted Stock	Issuer			1345	06/20/2025	Not Applicable
Common	03/20/2025	Restricted Stock	Issuer			1346	03/20/2025	Not Applicable

* 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
JOHN F MURPHY 2555 Augustine Dr. Santa Clara CA 95054	Common	06/05/2025	1345	74151.87
JOHN F MURPHY 2555 Augustine Dr. Santa Clara CA 95054	Common	06/05/2025	1346	74207.00
JOHN F MURPHY 2555 Augustine Dr. Santa Clara CA 95054	Common	06/05/2025	8543	470988.40

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 coupon rate on UBS’s Kraft Heinz-linked notes?

The notes pay a contingent coupon of 8.68% per annum (≈ $0.217 quarterly) when KHC closes at or above the $19.00 barrier.

When can the notes be automatically called by UBS AG?

Starting January 13 2026 (first call observation) and every quarter thereafter, if KHC closes ≥ $27.14 the notes are called at par plus any due coupon.

What downside protection do investors have at maturity?

If not called and KHC closes ≥ $19.00 (70% of initial) on 13 Jul 2028, principal is repaid; below that level investors lose 1-for-1 with KHC.

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

UBS estimates the initial fair value at $9.62 per $10 note, reflecting fees and hedging costs—about a 3.8% differential.

Are the notes listed on an exchange or ECN?

No. The securities will not be listed; any secondary trading will be on a dealer basis and may be illiquid.

What credit considerations apply to these notes?

Payments depend on UBS AG’s ability to pay. In a FINMA resolution, the notes could be written down or converted to equity.