[SCHEDULE 13G/A] iShares Trust iShares USD Systematic Bond ETF SEC Filing

Rhea-AI Filing Summary

UBS AG has filed a Rule 424(b)(2) pricing supplement for a small, $1.504 million issuance of Trigger Autocallable Contingent Yield Notes with Memory Interest maturing 14 July 2028. The notes are unsecured, unsubordinated obligations of UBS AG London Branch and are linked to the weaker performer of the Russell 2000® Index (RTY) and the S&P 500® Index (SPX).

Coupon mechanics. Investors receive a 7.35% p.a. fixed contingent coupon (paid semi-annually, $36.75 per $1,000) only when both indices close at or above their 70% coupon barriers on an observation date. Missed coupons are not lost: the memory-interest feature pays all previously unpaid coupons the next time both indices meet the barrier.

Autocall. On any observation date before final valuation, the notes are automatically called if both indices are at or above 100% of their initial levels. Investors then receive the $1,000 principal plus the current and any accrued coupons; no further payments occur.

Principal risk. If the notes are not called and, at maturity, either index closes below its 70% downside threshold, repayment is $1,000 × (1 + return of the worst index). A 40% index loss therefore translates into a 40% capital loss. Full principal is protected only if both indices stay above their thresholds.

Key terms.

• Initial levels: RTY 2,234.827; SPX 6,259.75
• Coupon/Downside barriers: 70% of initial levels (RTY 1,564.379; SPX 4,381.83)
• Observation dates: semi-annual; settlement T+3
• Estimated initial value: $962.20 (96.22% of issue price) reflects embedded fees and UBS funding spread
• Fees: $15 underwriting discount plus $6 structuring fee per note; net proceeds $985 per $1,000

Risk highlights. Investors face (i) full market risk below the 70% thresholds, (ii) contingent and potentially zero income, (iii) UBS credit risk, (iv) liquidity constraints—no exchange listing and discretionary market-making by UBS Securities LLC—and (v) valuation friction because the issue price exceeds the model-based estimated value by 3.78%.

Investor profile. The product targets investors comfortable with equity downside risk, seeking enhanced coupon income, willing to forgo upside participation and able to hold to maturity or autocall.

Positive

• 7.35% contingent coupon with memory interest can enhance income if both indices remain above 70% barriers.
• Automatic call at 100% of initial levels allows early redemption and locks in coupon income if markets are stable or rising.
• 30% downside buffer provides conditional principal protection relative to direct equity exposure.
• Short 3-year tenor lowers exposure duration versus longer-dated structured notes.

Negative

• Full principal at risk if either index falls more than 30% by maturity.
• Coupons are not guaranteed; any barrier breach suspends income until conditions recover.
• Issue price exceeds estimated value by 3.78%, embedding fees and hedging costs.
• Unsecured UBS credit exposure; Swiss bail-in regime could impose write-downs.
• No exchange listing and discretionary market-making may result in wide bid-ask spreads or illiquidity.
• Upside is capped at coupons; investors forgo any index appreciation.

Insights

Structured Products Analyst

TL;DR: High-income note offers 7.35% coupons but embeds 30% leverage to equity downside and 3.8% issuance premium.

The structure is typical of recent UBS autocallables: 70% soft protection, 100% call threshold and a moderate 3-year tenor. The 7.35% coupon compensates for the twin-index requirement and 30% downside buffer but is below current risk-free rates plus equity risk premia, reflecting the 3.78% issue premium and UBS funding spread. Automatic call at par means investors’ upside is capped; the real IRR depends on early redemption, which is probable if equity markets remain flat or better. The $1.5 million size is inconsequential for UBS but signals dealer inventory distribution rather than broad marketing. Overall, the note is income-oriented but risk-heavy, meriting neutral stance.

Credit & Risk Analyst

TL;DR: Principal at risk below 70% plus UBS unsecured exposure skew risk-return negatively.

Investors shoulder three stacked risks: (1) 30% buffer may be inadequate given small-cap volatility (RTY annual σ≈22%); (2) return of principal hinges on UBS solvency—bail-in powers under Swiss law allow loss absorption; (3) secondary-market liquidity is discretionary, amplifying mark-to-market volatility. The 962.20 estimated value suggests a 38 bp p.a. cost over par. With limited upside and asymmetric downside, I view impact as modestly negative.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

iSHARES TRUST

(Name of Issuer)

Exchange Traded Fund

(Title of Class of Securities)

464286210

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 464286210

1

Names of Reporting Persons

TRUIST FINANCIAL CORP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NORTH CAROLINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 47,895.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

47,895.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.3 %

12

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: iSHARES TRUST
(b)	Address of issuer's principal executive offices: 400 HOWARD STREET, 400 HOWARD STREET, SAN FRANCISCO, CALIFORNIA, 94105.
Item 2.
(a)	Name of person filing: Truist Financial Corporation as Parent Holding Company for Truist Advisory Services, Inc. an affiliated Registered Investment Advisor
(b)	Address or principal business office or, if none, residence: 214 North Tryon Street Charlotte, NC 28202
(c)	Citizenship: Truist Financial Corporation is a North Carolina Corporation; Truist Advisory Services, Inc. is a Delaware Corporation
(d)	Title of class of securities: Exchange Traded Fund
(e)	CUSIP No.: 464286210
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 47895
(b)	Percent of class: 5.32 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 47895
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TRUIST FINANCIAL CORP

Signature:	Edward M. Kwiatkowski
Name/Title:	Vice President
Date:	07/14/2025

FAQ

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

The notes pay a 7.35% per-annum contingent coupon, split into semi-annual payments of $36.75 per $1,000 if both indices meet the barriers.

When can the notes be automatically called?

On any semi-annual observation date before July 2028 if both RTY and SPX close at or above 100% of their initial levels.

What happens at maturity if one index is below its 70% downside threshold?

Investors receive $1,000 × (1 + worst-index return), leading to a proportional loss of principal and potentially zero repayment.

How does the memory-interest feature work?

Any missed coupons are accumulated and paid later when both indices again exceed their 70% coupon barriers.

What is the estimated initial value compared with the $1,000 issue price?

UBS calculates an estimated value of $962.20, reflecting embedded fees, hedging costs and funding spread.

Are the notes insured or guaranteed by any governmental agency?

No. The notes are not FDIC-insured and rely solely on UBS AG’s creditworthiness.