[ABS-15G] Sunrun 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.

Positive

• 8.68% contingent coupon exceeds current 3-year Treasury and IG yields, offering enhanced income potential.
• 30% downside buffer (coupon barrier and threshold at 70% of initial) provides limited protection before principal is at risk.
• Quarterly automatic-call feature may return capital early with accrued coupon if KHC trades at or above $27.14.

Negative

• Full downside exposure below the $19.00 threshold can lead to 100% principal loss if KHC collapses.
• Coupons are not guaranteed; if KHC closes below barrier on observation dates, income is zero.
• Credit risk of UBS: notes are senior unsecured and subject to Swiss bail-in regime.
• Estimated value $9.62 vs. $10 issue price implies ~3.8% initial mark-to-model discount.
• No listing / limited liquidity; resale may be at substantial discount with wide bid-ask spreads.

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM ABS-15G

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ASSET-BACKED SECURITIZER

REPORT PURSUANT TO SECTION 15G OF

THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:

☐ Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period       to      

Date of Report (Date of earliest event reported)

Commission File Number of securitizer:

Central Index Key Number of securitizer:

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Name and telephone number, including area code, of the person to

contact in connection with this filing

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Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) ☐

Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) ☐

Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) ☐

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☒ Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)

Central Index Key Number of depositor: 0001469367

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Sunrun Pangea Issuer 2025-2, LLC

(Exact name of issuing entity as specified in its charter)

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Central Index Key Number of issuing entity (if applicable): 0002075987

Central Index Key Number of underwriter (if applicable): Not applicable

Jeanna Steele, (415) 982-9000

Name and telephone number, including area code, of the person

to contact in connection with this filing

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INFORMATION TO BE INCLUDED IN THE REPORT

FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS

Item 2.01 Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer

Attached as Exhibit 99.1 hereto is a consultant’s report, dated July&nbsp;2, 2025, obtained by Sunrun Inc., which report sets forth a summary of the findings and conclusions of Leidos Engineering, LLC with respect to certain residential photovoltaic solar assets.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Sunrun Inc.

Date: July&nbsp;11, 2025

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/s/ Jeanna Steele

Name: Jeanna Steele

Title: Chief Legal Officer and Chief People Officer

EXHIBIT INDEX

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Exhibit Number	  	Description
99.1	  	Summary Report of Findings and Conclusions, dated July  2, 2025, of Leidos Engineering, LLC, setting forth findings and conclusions of Leidos with respect to certain residential photovoltaic solar assets.

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.